UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (date of earliest event reported): August 19, 2009

                       SECURITY DEVICES INTERNATIONAL INC.
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)


     Delaware                                                    Applied For
- --------------------            ------------------          ------------------
(State or other jurisdiction  (Commission File No.)            (IRS Employer
of incorporation)                                           Identification No.)

                      120 Adelaide Street West, Suite 2500
                            Toronto, Ontario M5H 1T1
                 ------------------- -------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (416) 787-1871
                                                           --------------

                              464 Old Orchard Grove
                                Toronto, Ontario
                                 Canada M5M 2G4
             -------------------------------------- ---------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



Item 3.02   Unregistered Sales of Equity Securities.

     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  with the sale of these  securities.  The
persons who acquired the shares and warrants  were  sophisticated  investors and
were  provided  full  information  regarding  the Company.  There was no general
solicitation in connection with the offer or sale of the securities. The persons
who  acquired  these  securities  acquired  them for  their  own  accounts.  The
certificates  representing  these  securities  will  bear  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 issuance of these
securities.


Item 9.01  Financial Statements and Exhibits

           None








                                   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 hereunto duly authorized.


Date:  August 21, 2009

                                 SECURITY DEVICES INTERNATIONAL INC.



                                 By:  /s/ Sheldon Kales
                                      ----------------------------------
                                     Sheldon Kales, President