UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _______ Commission File Number: None Security Devices International, Inc. ---------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware Applied For ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2171 Avenue Rd., Suite 103 Toronto, Ontario Canada M5M 4B4 -------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (416) 787-1871 N/A ---------------------------------------------------------------------- Former name, former address, and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Larger accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 16,745,050 shares outstanding as of May 31, 2010. SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) INTERIM FINANCIAL STATEMENTS MAY 31, 2010 (Amounts expressed in US Dollars) (Unaudited) SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) INTERIM FINANCIAL STATEMENTS MAY 31, 2010 (Amounts expressed in US Dollars) (Unaudited) TABLE OF CONTENTS Page No Interim Balance Sheets as at May 31, 2010 and November 30, 2009 1 Interim Statement of Operations for the six months and three months ended May 31, 2010 and May 31, 2009 and the period from Inception (March 1, 2005) to May 31, 2010 2 Interim Statement of Cash Flows for the six months ended May 31, 2010 and May 31, 2009 3 Interim Statements of changes in Stockholders' Equity for the six months ended May 31, 2010 and for the period from inception (March 1, 2005) to November 30, 2009 4 Condensed Notes to Interim Financial Statements 5-13 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Interim Balance Sheets As at May 31, 2010 and November 30, 2009 (Amounts expressed in US Dollars) May 31, November 30, 2010 2009 ------- ------------ (unaudited) (audited) ASSETS $ $ CURRENT Cash 892 55,431 Prepaid expenses and other 14,962 31,172 ---------- ---------- Total Current Assets 15,854 86,603 Plant and Equipment, net (Note 4) 25,436 29,924 ---------- ---------- TOTAL ASSETS 41,290 116,527 ---------- ---------- LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 877,235 691,729 Advances from a non-related party (note 9) 50,000 - Due to related parties (note 7) 32,250 - ---------- ---------- Total Current Liabilities 959,485 691,729 ---------- ---------- Going Concern (note 2) Related Party Transactions (note 7) Commitments (note 8) Subsequent events (note 10) STOCKHOLDERS' DEFICIT Capital Stock (Note 5) Preferred stock, $0.001 par value, 5,000,000 shares authorized, Nil issued and outstanding (2009 - nil) Common stock, $0.001 par value 50,000,000 shares authorized, 16,745,050 issued and outstanding (2009 - 15,235,050) 16,745 15,235 Additional Paid-In Capital 13,986,860 13,463,251 Deficit Accumulated During the Development Stage (14,921,800) (14,053,688) ----------- ----------- Total Stockholders' Deficit (918,195) (575,202) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 41,290 116,527 ----------- ----------- See condensed notes to the interim financial statements. 1 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Statements of Operations For the Six Months and Three Months Ended May 31, 2010 and May 31, 2009 and the Period from inception (March 1, 2005) to May 31, 2010 (Amounts expressed in US Dollars) (Unaudited- Prepared by Management) For the For the For the For the six months six months three months three months Cumulative ended ended ended ended Since May 31, May 31, May 31, May 31, inception 2010 2009 2010 2009 $ $ $ $ OPERATING EXPENSES: Research and Product Development Cost 6,977,494 431,221 1,152,676 160,008 616,283 Amortization 25,085 4,488 4,142 2,244 2,164 General and administration (note 6) 8,191,815 432,403 447,771 159,320 174,510 --------- -------- --------- -------- -------- TOTAL OPERATING EXPENSES 15,194,394 868,112 1,604,589 321,572 792,957 ----------- -------- ---------- -------- -------- LOSS FROM OPERATIONS (15,194,394) (868,112) (1,604,589) (321,572) (792,957) Other Income-Interest 272,594 -- 3,054 -- -- ------------ -------- ---------- -------- --------- LOSS BEFORE INCOME TAXES (14,921,800) (868,112) (1,601,535) (321,572) (792,957) Income taxes -- -- -- -- -- ------------ -------- ---------- -------- --------- NET LOSS (14,921,800) (868,112) (1,601,535) (321,572) (792,957) ------------ -------- ---------- -------- --------- Loss per share - basic and diluted (0.05) (0.11) (0.02) (0.06) ------------ -------- ---------- ---------- --------- Weighted average common shares outstanding 16,462,962 14,447,050 16,745,050 14,447,050 ------------ ---------- ---------- ---------- ----------
See condensed notes to the interim financial statements. 2 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Interim Statement of Cash Flows For the Six Months Ended May 31, 2010 and May 31, 2009 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) For the For the six months six months Cumulative ended ended since inception May 31, May 31, (March 1, 2005) 2010 2009 $ $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period (14,921,800) (868,112) (1,601,535) Items not requiring an outlay of cash: Issue of shares for professional services 154,000 - - Stock based compensation (included in general and administration expenses) 5,012,238 106,819 114,688 Compensation expense for warrants issued (Included in general and administration expenses) 361,317 - - Loss on cancellation of common stock 34,400 - - Amortization 25,085 4,488 4,142 Changes in non-cash working capital: Prepaid expenses and other (14,962) 16,210 15,667 Due to related parties 32,250 32,250 - Accounts payable and accrued liabilities 877,235 185,506 3,297 ----------- --------- ----------- NET CASH USED IN OPERATING ACTIVITIES (8,440,237) (522,839) (1,463,741) ----------- --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Plant and Equipment (50,521) - (3,442) ----------- --------- ----------- NET CASH USED IN INVESTING ACTIVITIES (50,521) - (3,442) ----------- --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of common shares 8,324,150 357,500 - Stock subscriptions received 50,000 50,000 - Cancellation of common stock (50,000) - - Advances from a non related party 50,000 50,000 Exercise of stock options 117,500 10,800 - ----------- --------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 8,491,650 468,300 - ----------- --------- ----------- NET INCREASE (DECREASE) IN CASH FOR THE PERIOD 892 (54,539) (1,467,183) Cash, beginning of period - 55,431 2,167,699 ----------- --------- ----------- CASH, END OF PERIOD 892 892 700,516 =========== ========= =========== INCOME TAXES PAID - - - =========== ========= =========== INTEREST PAID - - - =========== ========= =========== See condensed notes to the interim financial statements 3 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Interim Statement of Changes in Stockholders' Equity Six months ended May 31, 2010 and for Period from Inception (March 1, 2005) to November 30, 2009. (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) Number of Common Additional Deficit Common Shares Paid-in Accumulated During Shares amount Capital Development Stage 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 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 - - - (4,827,937) (4,827,937) ------------ ------------ ------------ ------------ ------------ Balance as of November 30, 2007 14,330,050 14,330 11,842,187 (6,677,435) 5,179,082 Exercise of stock options 117,000 117 11,583 11,700 Stock based compensation - - 1,231,056 - 1,231,056 Net loss for the year - - - (4,401,786) (4,401,786) ------------ ------------ ------------ ------------ ------------ Balance as of November 30, 2008 14,447,050 14,447 13,084,826 (11,079,221) 2,020,052 Issuance of common shares for cash 788,000 788 196,212 197,000 Stock based compensation - - 177,990 - 177,990 Compensation expense for warrants 4,223 4,223 Net loss for the year - - - (2,974,467) (2,974,467) ------------ ------------ ------------ ------------ ------------ Balance as of November 30, 2009 15,235,050 15,235 13,463,251 (14,053,688) (575,202) Issuance of common shares for cash 1,510,000 1,510 355,990 357,500 Stock subscriptions received 60,800 60,800 Stock based compensation 106,819 106,819 Net loss for the period (868,112) (868,112) ------------ ------------ ------------ ------------ ------------ Balance as of May 31, 2010 16,745,050 16,745 13,986,860 (14,921,800) (918,195)
See condensed notes to the interim financial statements 4 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (GAAP); however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. The condensed financial statements should be read in conjunction with the financial statements and Notes thereto together with management's discussion and analysis of financial condition and results of operations contained in the Company's annual report on Form 10-K for the year ended November 30, 2009. In the opinion of management, the accompanying condensed financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at May 31, 2010, the results of its operations for the six -and three-month periods ended May 31, 2010 and May 31, 2009, and its cash flows for the six -month periods ended May 31, 2010 and May 31, 2009. In addition, some of the Company's statements in this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the six -month period ended May 31, 2010 are not necessarily indicative of results to be expected for the full year. The Company was incorporated under the laws of the state of Delaware on March 1, 2005. 2. NATURE OF OPERATIONS AND GOING CONCERN The Company has completed the development of a fully operational 40MM long range LEKTROX, a unique line of wireless electric ammunition for use in military, homeland security, law enforcement, and professional and home security scenarios and the Company is now planning for a production line. LEKTROX has been specially designed for use with standard issue riot guns and M203 grenade launchers. 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 5 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 2. NATURE OF OPERATIONS-Cont'd stun guns which had a range of an arm's length. 2nd generations were the wired electric charge solutions. 3rd generations are the wireless electric bullets. The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no source for operating revenue and expects to incur expenses before establishing operating revenue. The Company has a need for additional working capital to fund its operating expenses and for the economic production of LEKTROX, which is currently being evaluated by the US Military. The Company's future success is dependent upon its continued ability to raise sufficient capital to fund operating expenses and the economic production of LEKTROX. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. In order to finance the continued development, the Company is working towards raising of appropriate capital in the near future. During the year ended November 30, 2009, the Company raised $197,000 through issue of common shares and warrants. The Company further raised an additional $357,500 net through the issue of common shares during the quarter ended February 28, 2010 and an additional $60,800 during the quarter ended May 31, 2010. Subsequent to the quarter ended May 31, 2010, the Company raised an additional $300,000 The Company has incurred a loss of $ 868,112 during the six month period ended May 31, 2010 primarily due to its research and development activities. At May 31, 2010, the Company had an accumulated deficit during the development stage of $14,921,800 which includes a non- cash stock based compensation expense of $5,012,238 and compensation expense for warrants for $361,317. 3. RESEARCH AND PRODUCT DEVELOPMENT Research and Product Development costs, including acquired research and product development costs, are charged against income in the period incurred. 6 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 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 Furniture and Fixtures 30% declining balance method May 31, 2010 November 30, 2009 ---------------------- ---------------------- Accumulated Accumulated Cost Amortization Cost Amortization $ $ $ $ ---------------------- ---------------------- Computer equipment 35,211 17,278 35,211 14,113 Furniture and fixtures 15,310 7,807 15,310 6,484 -------- -------- -------- -------- 50,521 25,085 50,521 20,597 -------- -------- -------- -------- Net carrying amount $25,436 $29,924 ------- ------- 5. CAPITAL STOCK a) Authorized 50,000,000 Common shares, $0.001 par value And 5,000,000 Preferred shares, $0.001 par value The Company's Articles of Incorporation authorize its Board of Directors to issue up to 5,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow the directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of SDI's common stock. 7 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) b) Issued 16,745,050 Common shares c) Changes to Issued Share Capital Year ended November 30, 2009 On August 19, 2009 the Company sold 788,000 units to a group of private investors. Each unit consisted of one share of common stock and one warrant. Each warrant allows the holder to purchase one share of the Company's common stock at a price of $0.50 per share at any time prior to June 15, 2010. The shares were sold at a price of $0.25 per unit. The shares of common stock are, and any shares issuable upon the exercise of warrants will be, restricted securities, as that term is defined in Rule 144 of the Securities and Exchange Commission. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in connection Six month period ended May 31, 2010 On January 4, 2010 the Company completed the placement for 1,510,000 common shares to private investors. The shares were sold at a price of $0.25 per common share for a total consideration of $377,500. The Company paid $20,000 as finder's fees. The shares of common stock are restricted securities, as that term is defined in Rule 144 of the Securities and Exchange Commission. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in this connection. In April, 2010 the Company received subscription for 250,000 common shares at a price of $0.20 per common share from a private investor. In May, 2010, the Company received $10,800 being the exercise of options to acquire 108,000 common shares at an exercise price of $0.10 per common share. 6. STOCK BASED COMPENSATION On December 4, 2009, the Company approved the reduction of the exercise price of 300,000 outstanding options which had earlier been issued at a price of $0.50 to a new option price of $0.25 per share, with all other terms of the original grant remaining the 8 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 6. STOCK BASED COMPENSATION-Cont'd same. The Company expensed this additional non-cash stock based compensation expense relating to this modification for $6,534. The fair value of each option used for the purpose of estimating the stock compensation is calculated using the Black-Scholes option pricing model with the following weighted average assumptions: Risk free rate 2.61% Expected dividends 0% Forfeiture rate 0% Volatility 173.24% Exercise price $0.25 Increase in fair value due to reduction in exercise price of options $0.02 Market price of Company's common stock on date of reduction in exercise price $0.25 Stock-based compensation cost expensed $6,534 On December 4, 2009, the Company approved the extension of the expiration of 2,900,000 outstanding options from their initial expiry date ranging from November 2011 to April 2013 to a new expiration date of June 30, 2014 with all other terms of the original grant remaining the same. The Company expensed this additional non-cash stock based compensation expense relating to this modification for $63,282. The fair value of each option used for the purpose of estimating the stock compensation is calculated using the Black-Scholes option pricing model with the following weighted average assumptions: Risk free rate 2.61% Expected dividends 0% Forfeiture rate 0% Volatility 173.24% Stock-based compensation cost expensed $63,282 On January 4, 2010, the board of directors granted options to a director to acquire 100,000 common shares at an exercise price of $0.25 per share. All of these options vested immediately and have an expiry of five years. The Company expensed stock based compensation cost of $23,677. The fair value of each option used for the purpose of estimating the stock compensation is calculated using the Black-Scholes option pricing model with the following weighted average assumptions: 9 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 6. STOCK BASED COMPENSATION-Cont'd Risk free rate 2.61% Expected dividends 0% Forfeiture rate 0% Volatility 170.69% Market price of Company's common stock on date of grant of options $0.25 Stock-based compensation cost expensed $23,677 On May 20, 2010, the Company approved the extension of the expiration of 50,000 outstanding options from their initial expiry date from May 21, 2010 to a new expiration date of June 30, 2014 and a reduction in the exercise price of the options from $0.50 to $0.25 with all other terms of the original grant remaining the same. The Company expensed this additional non-cash stock based compensation expense relating to this modification for $13,326. The fair value of each option used for the purpose of estimating the stock compensation is calculated using the Black-Scholes option pricing model with the following weighted average assumptions: Risk free rate 2.61% Expected dividends 0% Forfeiture rate 0% Volatility 166.16% Stock-based compensation cost expensed $13,326 As of May 31, 2010 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 six month period ended May 31, 2010. b) The directors were compensated from January 1, 2010 as per their consulting agreements with the Company. During the quarter ended February 28, 2010, one director was paid $21,500 as consulting fee and $3,000 as automobile allowance; one director was paid $17,750 as consulting fee and $2,000 as automobile allowance; one director was paid $16,500 as consulting fee and $2,000 as automobile allowance. During the quarter ended May 31, 2010, the Company expensed $58,500 being remuneration for directors, including a director who 10 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 7. RELATED PARTY TRANSACTIONS-Cont'd resigned May 30, 2010. As of May 31, 2010, $32,250 was owed to the existing directors. c) On December 4, 2009 the board of directors approved extension of the expiration of outstanding options from their initial expiry date to a new expiration date of June 30, 2014 with all other terms of the original grant remaining the same. 1. Extension of the expiration of 1,150,000 outstanding options already issued to three directors from their initial expiry date to a new expiration date of June 30, 2014 2. Extension of the expiration of 300,000 outstanding options already issued to an officer from their initial expiry date to a new expiration date of June 30, 2014. Stock based compensation cost relating to the extension in the expiry date of the outstanding options issued to three directors and an officer, as above, amounting to $30,213 has been expensed to general and administration expense. d) On January 4, 2010, the board of directors granted options to a director to acquire 100,000 common shares at an exercise price of $0.25 per share. All of these options vested immediately and have an expiry of five years. The Company expensed stock based compensation cost of $23,677. 8. COMMITMENTS a) On January 1, 2010, the Company's directors renewed consulting agreements with three of the Company's officers on the following terms: Monthly Consulting Fees for Expiration of February through Car Consulting Name December 2010 Allowance Agreement ---- ------------------- --------- ------------- Sheldon Kales (resigned May 30, 2010) $6,500 -- 12-31-2010 Boaz Dor $6,500 -- 12-31-2010 Gregory Sullivan $6,500 -- 12-31-2010 11 SECURITY DEVICES INTERNATIONAL, INC. (A Development Stage Enterprise) Condensed Notes to Interim Financial Statements May 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) 8. COMMITMENTS-Cont'd b) On November 30, 2009, the Company entered into a Memorandum of Understanding ("MOU") with its research and development service contractor ("the contractor"). This MOU covers various alternatives to the Company to settle the liability to the contractor in the amount of $658,932 as at November 30, 2009. Should the Company become insolvent, or is unable to continue operations, or is unable to pay the contractor pursuant to the MOU, then it will grant the contractor an exclusive, irrevocable, worldwide, assignable, sub licensable, perpetual license to further develop and to market the Company's electric bullet and BIP technology. The Company will negotiate a royalty in the event of granting such rights to the contractor. 9. ADVANCE FROM A NON RELATED PARTY The Company received an interest-free advance of $50,000 which is unsecured and payable on demand. This advance was repaid in full subsequent to the period ended May 31, 2010. (See note 10) 10. SUBSEQUENT EVENTS On June 1, 2010 the Company sold 1,000,000 shares of common stock to a private investor at a price of $0.20 per share. The shares of common stock are restricted securities, as that term is defined in Rule 144 of the Securities and Exchange Commission. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in connection with the sale of these securities. In June 2010, the Company received subscription for 500,000 common shares at a price of $0.20 per share for a total consideration of $100,000 from a private investor. In June 2010, the Company repaid the loan of $50,000 from a non related party. In June 2010, the board of directors granted options to a director to acquire 350,000 common shares, two directors to acquire 50,000 common shares each and to a consultant to acquire 35,000 common shares. All these 485,000 options were issued at an exercise price of $0.20 per share and vest immediately with an expiry term of five years. Stock based compensation cost of $119,368 will be expensed in the third quarter of 2010. 12 Management's Discussion and Analysis of Financial Condition and Results of Operation SDI was incorporated on March 1, 2005 and for the period from inception to May 31, 2010 has not generated any revenue. During the three and six months ended May 31, 2010: o Research and Product Development expenses were lower since the development of the Company's products was nearing completion. o General and administrative expenses were comparable with the prior periods. During the period from inception (March 1, 2005) through May 31, 2010 SDI's operations used $8,440,237 in cash. During this period SDI: o purchased $50,521 of equipment; o raised $8,324,150 (net) from the sale of shares of its common stock; o raised $117,500 from two of its officers and directors and a former officer and director upon the exercise of options to purchase 1,175,000 shares of common stock; and o borrowed $50,000 from an unrelated third party. In August 2009 SDI sold, in a private offering, 788,000 Units at a price of $0.25 per Unit. Each Unit consisted of one share of SDI's common stock and one warrant. Each warrant allows the Holder to purchase one additional share of SDI's common stock at a price of $0.50 per share at any time on or before June 15, 2010. On January 4, 2010 SDI sold 1,510,000 common shares to private investors. The shares were sold at a price of $0.25 per common share for a total consideration of $377,500. In April, 2010 SDI received a subscription from a private investor for the sale of 250,000 common shares at a price of $0.20 per share. In May, 2010, SDI received $10,800 from the exercise of options to acquire 108,000 common shares at a price of $0.10 per share. On May 30, 2010 Sheldon Kales resigned as a director of SDI and as SDI's Principal Executive Officer. On May 30, 2010 Gregory Sullivan was appointed as SDI's President and Principal Executive Officer. On June 8, 2010 Harry Walters and Patrick Bryan were appointed directors of SDI. As of May 31, 2010 SDI had developed a fully operational Long Range LEKTROX (40MM) and was planning a production line. 13 On June 1, 2010 SDI sold 1,000,000 shares of common stock to a private investor at a price of $0.20 per share. SDI anticipates that its capital requirements for the twelve-month period ending May 31, 2011 will be: Development and Preproduction costs $1,500,000 General and Administrative Expenses 375,000 ------------ Total $1,875,000 ============ Other than the foregoing, SDI did not have any material future contractual obligations or off balance sheet arrangements as of May 31, 2010. SDI does not have any commitments or arrangements from any persons to provide SDI with any additional capital it may need. Without additional capital SDI will not be able to fund its anticipated capital requirements outlined above. 14 PART II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In January 2010 SDI sold, in a private offering, 1,510,000 shares of its common stock at a price of $0.25 per share. SDI paid $20,000 as finder's fees in connection with the sale of these shares. In April, 2010 SDI received a subscription from a private investor for the sale of 250,000 common shares at a price of $0.20 per share. In May, 2010, SDI received $10,800 from the exercise of options to acquire 108,000 common shares at a price of $0.10 per share. SDI relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in connection with the sale of these securities. The investor which acquired the shares was sophisticated and was provided with full information regarding SDI. There was no general solicitation in connection with the offer or sale of the securities. The investor which acquired these securities acquired them for its own account. The certificate representing these securities bears a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the sale of these securities. Item 4. Controls and Procedures. (a) SDI maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by SDI in the reports that it files or submits under the 1934 Act, is accumulated and communicated to SDI's management, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of May 31, 2010, SDI's Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the design and operation of SDI's disclosure controls and procedures. Based on that evaluation, SDI's Principal Executive Officer and Principal Financial Officer concluded that SDI's disclosure controls and procedures were effective. (b) Changes in Internal Controls. There were no changes in SDI's internal control over financial reporting during the quarter ended May 31, 2010, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. 15 Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Gregory Sullivan. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rakesh Malhotra. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Gregory Sullivan and Rakesh Malhotra. 16 SIGNATURES Pursuant to the requirements 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. Date: July 14, 2010 By: /s/ Gregory Sullivan ----------------------------------- Gregory Sullivan, President and Principal Executive Officer Date: July 14, 2010 By: /s/ Rakesh Malhotra ----------------------------------- Rakesh Malhotra, Principal Financial and Accounting Officer 17