Byrna Technologies Inc.

Regulatory Filings • Oct 20, 2015

CORRESP 1 filename1.htm Security Devices International, Inc.: CORRESP - Filed by newsfilecorp.com $$/page=

October 20, 2015

VIA EDGAR Mr. Kevin Kuhar Accounting Branch Chief Office of Electronics and Machinery United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549

Re:
Form 10-K for the Fiscal Year Ended November
30. 2014
Filed February 24, 2015
File No. 333-132456

Dear Mr. Kuhar:

We are responding to your letter dated October 6, 2015, concerning the Form 10-K (the “10-K”) filed by Security Devices International, Inc. (“Security Devices” or the “Company”) on February 24, 2015. We have reproduced your comments and the Company’s responses below.

Form 10-K for the Fiscal Year Ended November 30, 2014

| Comment #1: | We that you have not provided a signature page in this
filing. Accordingly, please make a full amendment to the filing
which includes, on behalf of the registrant, the signatures of your
principal executive officer, principal financial officer, principal
accounting officer and at least the majority of the board of
directors or persons performing similar functions. Refer to General
Instruction D.2 of Form 10-K. |
| --- | --- |
| Response #1 | The absence of signature pages was a filing oversight.
The Company filed an Amendment No. 1 to 10-K on October 19, 2015
(“Amendment No. 1) with complete signature pages. |

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Mr. Kevin Kuhar October 20, 2015 Page 2

Item 9A. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting, page 17

| Comment #2: | We note that Management’s Annual Report on Internal
Control Over Financial Reporting does not identify the version of
the Committee of Sponsoring Organizations of the Treadway
Commission’s Internal Control ~ Integrated Framework that was used
to perform your assessment as required by Item 308(a)(2) of
Regulation S-K. Please revise future filings, including the
requested amendment, to include a report that identifies the
version of the COSO Integrated Framework you used in the
assessment, ~ i.e., whether you used the 1992 Framework or the
Updated Framework issued in 2013. |
| --- | --- |
| Response #2 | The Company has included in Amendment No. 1 a statement
to the effect that it is using the 1992 version of the Treadway
Commission’s Internal Control ~ Integrated Framework. The Company will
make appropriate disclosure regarding the version of the COSO Integrated
Framework used going forward. |

Included with this letter is a statement of the Company confirming that:

| • | the company is responsible for the adequacy and accuracy
of the disclosures in its filings; |
| --- | --- |
| • | staff comments or changes to disclosure in response to
staff comments do not foreclose the Commission from taking any action with
respect to its filings; and |
| • | the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States. |

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Mr. Kevin Kuhar October 20, 2015 Page 3

Please do not hesitate to contact us if you have further comments or questions.

Thank you.

Very truly yours,
KAVINOKY COOK LLP
/s/ Jonathan H. Gardner
Jonathan H. Gardner

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SECURITY DEVICES INTERNATIONAL INC. 125 LAKESHORE ROAD EAST SUITE 300 OAKVILLE, ONTARIO L6J 1H3 CANADA

October 19, 2015

Mr. Kevin Kuhar Accounting Branch Chief Office of Electronics and Machinery United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549

Re:
Form 10-K for the Fiscal Year Ended November
30. 2014
Filed February 24, 2015
File No. 333-132456

Dear Mr. Kuhar:

We are responding to your letter dated October 6, 2015, concerning the Form 10-K filed by us on February 24, 2015.

We confirm that:

| • | We are responsible for the adequacy and
accuracy of the disclosures in our filings; |
| --- | --- |
| • | staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to our filings; and |
| • | we may not assert staff comments as a defense
in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. |

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October 19, 2015 Page 2

Thank you.

Very truly yours,
SECURITY DEVICES INTERNATIONAL INC.
By: /s/Gregory Sullivan
Gregory Sullivan
Chief Executive
Officer