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

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to __________

Commission File Number: 000-49746

VISCOUNT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Nevada	88-0498181
(State or other jurisdiction of	(I.R.S. Employer I.D. No.)
incorporation or organization)

4585 Tillicum Street, Burnaby, British Columbia, Canada V5J 5K9
(Address of principal executive offices)

(604) 327-9446
Registrant’s telephone number

N/A
Former name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required to be filed by sections 13 or 15(d) of the Exchange Act 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 [   ]

Check 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 (§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 [X] No [   ]

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [   ]     Accelerated filer [   ]     Non-accelerated filed [   ]     Smaller reporting company [X]

Check whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act.
Yes [   ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
As of September 30, 2013 the registrant’s outstanding common stock consisted of 97,075,003 shares.

PART I. FINANCIAL INFORMATION

Safe Harbor Statement

Certain statements in this filing that relate to financial results, projections, future plans, events, or performance are forward-looking statements and involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Terms such as “we believe”, “we expect” or “we project”, and similar terms, are examples of forward looking statements that we may use in this report. Such statements also relate to the sales trends of our Enterphone 2000, EPX, previously named Enterphone 3000, Freedom and MESH product lines, general revenues, income, the number of new construction projects or building upgrades that may generate sales of our product, and in general the market for our products. Any projections herein are based solely on management’s views, and were not prepared in accordance with any accounting guidelines applicable to projections. Accordingly, these forward looking statements are intended to provide the reader with insight into management’s proposals, expectations, strategies and general outlook for our business and products, but because of the risks associated with those statements, including those described herein and in our annual report, readers should not rely upon those statements in making an investment decision. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and the Company assumes no obligation to update such forward-looking statements.

The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein. Unless otherwise noted as USD or U.S. dollars, all dollar references herein are in Canadian dollars. As at September 30, 2013, the foreign exchange rate certified by the Federal Reserve Bank of New York was CAD$1.0518 for USD$1.0000 or CAD$1.0000 for USD$0.9706

Item 1. Financial Statements

VISCOUNT SYSTEMS, INC.

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)

SEPTEMBER 30, 2013

VISCOUNT SYSTEMS, INC.

Interim Condensed Consolidated Balance Sheets

(Expressed in Canadian dollars)

		September 30,			December 31,
		2013			2012
		(Unaudited)			(Audited)
Assets
Current assets
Cash	$	199,666		$	406,506
Trade accounts receivable, less allowance for doubtful accounts of $182,681 (2012 - $133,389)		630,122			611,288
Inventory (note 2)		402,047			347,978
Total current assets		1,231,835			1,365,772
Deposits		1,391			1,391
Equipment (note 3)		22,897			25,161
Intangible assets		31,338			47,008
Total assets	$	1,287,461		$	1,439,332
		.
Liablilities and stockholders' deficit
Current liabilities
Accounts payable	$	190,748		$	150,857
Accrued liabilities		502,907			566,260
Deferred revenue		32,447			38,256
Due to related parties (note 4)		19,784			7,468
Short term loans payable (note 5)		124,902			154,902
Total current liabilities		870,788			917,743
Derivative financial liabilities (notes 6 and 7)		3,069,861			3,023,161
		3,940,649			3,940,904
Stockholders' deficit
Capital stock (note 8)
Authorized:        300,000,000 common shares with a par value of US$0.001 per share        20,000,000 preferred shares with a par value of US$0.001 per share
Issued and outstanding:        97,075,003 common shares (2012 - 86,733,750)		119,853			109,512
1,092 preferred shares (2012 - 1,149)		-			-
Additional paid-in capital		6,731,161			5,979,271
Accumulated deficit		-9,504,202			(8,590,355	)
Total stockholders' deficit		(2,653,188	)		(2,501,572	)
Total liabilities and stockholders' deficit	$	1,287,461		$	1,439,332

Commitments (note 10)
See accompanying notes to interim condensed consolidated financial statements.

VISCOUNT SYSTEMS, INC.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Expressed in Canadian dollars)

		Three months ended						Nine months ended
		September 30						September 30
		2013			2012			2013			2012
Sales	$	1,075,815		$	858,128		$	2,945,223		$	2,626,217
Cost of sales		437,362			330,947			1,194,438			1,034,498
Gross profit		638,453			527,181			1,750,785			1,591,719
Expenses
Selling, general and administrative		850,094			768,565			2,418,418			2,476,884
Research and development		99,244			120,085			181,018			262,685
Depreciation and amortization		5,933			6,297			17,934			19,065
		955,271			894,947			2,617,370			2,758,634
Loss before other items		(316,818	)		(367,766	)		(866,585	)		(1,166,915	)
Other items
Interest income		288			12			311			24
Interest expense		-			-			-			(760	)
Initial loss on recognition of derivative instruments					-						(858,391	)
Fair value adjustment of derivative liability (note 7)		-			(412,540	)		30,098			(297,435	)
		288			(412,528	)		30,409			(1,156,562	)
Net loss and comprehensive loss	$	(316,530	)	$	(780,294	)	$	(836,176	)	$	(2,323,477	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Weighted average number of common shares outstanding, Basic and diluted		94,510,000			76,733,750			90,329,940			76,728,988

See accompanying notes to interim condensed consolidated financial statements.

VISCOUNT SYSTEMS, INC.

Interim Consolidated Statement of Stockholders' Deficit

(Unaudited)

(Expressed in Canadian dollars)

Periods Ended September 30, 2013 and December 31, 2012

								Additional
	Common Stock			Preferred Stock				paid-in		Obligation to			Deferred
	Shares		Amount	Shares		Amount		capital		issue shares			Compensation			Accumulated deficit			Total
Balance, December 31, 2011	76,473,750	$	99,252	-	$	-	$	5,767,369	$	20,800		$	(126,855	)	$	(5,845,262	)	$	(84,696	)
Units issued for cash from equity securities	-		-	1,100		-		-		-			-			-			-
Units issued for consulting services	260,000		260	-		-		20,540		(20,800	)		-			-			-
Units issued for cash from private placement	10,000,000		10,000	-		-		191,362		-			-			-			201,362
Stock-based compensation - warrants	-		-	-		-		-		-			126,855			-			126,855
Series A dividends issued	-		-	26		-		-		-			-			(32,956	)		(32,956	)
Series A dividends to be issued	-		-	23		-		-		-			-			(32,951	)		(32,951	)
Net loss	-		-	-		-		-		-			-			(2,679,186	)		(2,679,186	)
Balance, December 31, 2012	86,733,750		109,512	1,149		-		5,979,271		-			-			(8,590,355	)		(2,501,572	)
Series A dividends issued or to be issued	-		-	68		-		-		-			-			(77,671	)		(77,671	)
Conversion of Series A shares	3,071,253		3,071	-125		-		192,404		-			-			-			195,475.00
Units issued for cash from equity securities, net of costs	6,750,000		6,750	-		-		487,025		-			-			-			493,775
Stock-based compensation - units for consulting services	520,000		520	-		-		52,374		-			-			-			52,894
Stock-based compensation - warrants	-		-	-		-		20,087		-			-			-			20,087
Net loss	-		-	-		-		-		-			-			(836,176	)		(836,176	)
Balance, September 30, 2013	97,075,003	$	119,853	1,092	$	-	$	6,731,161	$	-		$	-		$	(9,504,202	)	$	(2,653,188	)

See accompanying notes to interim condensed consolidated financial statements.

VISCOUNT SYSTEMS, INC.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in Canadian dollars)

For the nine months ended
		September 30,			September 30,
		2013			2012
Operating activities:
Net loss	$	(836,176	)	$	(2,323,477	)
Items not involving cash:
Depreciation and amortization		17,934			19,065
Initial loss on recognition of derivative instruments		-			858,391
Fair value adjustment of derivative liability (note 7)		(30,098	)		297,435
Selling, general and administrative expenses paid by stock options and warrants		72,981			126,855
Changes in non-cash working capital balances (note 9)		(82,743	)		(46,869	)
Net cash used in operating activities		(858,102	)		(1,068,600	)
Financing activities:
Proceeds from private placement		681,262			1,033,200
Repayment of short term loans payable		(30,000	)		(26,269	)
Net cash provided by financing activities		651,262			1,006,931
Decrease in cash		(206,840	)		(61,669	)
Cash, beginning of period		406,506			169,322
Cash, end of period	$	199,666		$	107,653
Supplementary information:
Interest paid	$	-		$	760
Income taxes paid	$	-		$	-

See accompanying notes to interim condensed consolidated financial statements

VISCOUNT SYSTEMS, INC.

Notes to Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in Canadian dollars)

Nine months ended September 30, 2013

1.	Basis of presentation
	These unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with instructions for Form 10-Q and by Article 8-03 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for a complete set of annual financial statements. These financial statements should be read in conjunction with the audited annual consolidated financial statements of Viscount Systems, Inc. (the “Company”) filed on Form 10-K for the year ended December 31, 2012. Operating results for the periods presented are not necessarily indicative of the results that will occur for the year ending December 31, 2013 or for any other interim period.
	The financial information as at September 30, 2013 and for the three months and nine month periods ended September 30, 2013 and 2012 is unaudited; however, such financial information includes all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for the fair presentation of the financial information in conformity with accounting principles generally accepted in the United States of America.
	These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $9,504,202, reported a loss for the nine month period ended September 30, 2013 of $836,176, and has working capital of $361,047 at September 30, 2013. Cash flows used in operating activities for the nine months ended September 30, 2013 were $858,102. Management is currently speaking to a number of investors to raise up to US$1,000,000 by way of equity financing to continue normal operations for the next twelve months. The ability to sustain the current level of operations is dependant on raising this capital, growing sales and achieving profits. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence.
2.	Inventory

		September 30,		December 31,
		2013		2012
Raw materials	$	116,676	$	147,083
Work in process		36,901		15,100
Finished goods		248,470		185,795
	$	402,047	$	347,978

3. Equipment

				Accumulated		Net book
September 30, 2013		Cost		depreciation		value
Computer equipment	$	110,838	$	100,510	$	10,328
Office furniture and equipment		77,269		64,700		12,569
	$	188,107	$	165,210	$	22,897

				Accumulated		Net book
December 31, 2012		Cost		depreciation		value
Computer equipment	$	110,838	$	99,642	$	11,196
Office furniture and equipment		77,269		63,304		13,965
	$	188,107	$	162,946	$	25,161

4.	Due to related parties
	Amounts due to directors for director fees and travel expenses totaled $19,784 at September 30, 2013 (December 31, 2012 - $7,468). These amounts are unsecured, non-interest bearing and have no specified terms of repayment.
5.	Short term loans payable
	Amounts due to third parties totaled $124,902 for outstanding loans and advances (December 31, 2012 - $154,902). These are non-interest bearing, unsecured and have no fixed terms of repayment.
6.	Series A convertible redeemable preferred stock
	On June 7, 2012, the Company completed the sale of 1,000 shares of Series A Convertible Redeemable Preferred Stock (“Series A shares”), par value US$0.001 per share and stated value of US$1,000 per share, for gross proceeeds of US$1,000,000. The Series A shares contain certain rights and preferences as follows:
		convertible into shares of common stock of the Company at the rate of US$0.0407 per common share or 85% of the previous twenty day volume weighted average pricing.
		dividends of 8% per annum, payable in cash or Series A Shares quarterly.
		voting and conversion rights of up to 4.99% of the outstanding common stock of the Company at the time of conversion per holder; registration rights to the holders of the Series A Shares that may be exercised in certain circumstances.
		holders of Series A Shares are entitled to be paid 125% of the stated value of the Series A Shares, plus all accrued, but unpaid dividends on Series A Shares, upon liquidation or dissolution of the Company, including forms of mergers and acquisitions, in priority to any payments to the holders of shares of common stock.
		the Series A Shares may be redeemed by the holders for 150% of their stated value, plus all accrued, but unpaid dividends on Series A Shares, upon the occurrence of a default, which includes performance conditions, delisting or late filing with the US Securities and Exchange Commission (“SEC”).

6.	Series A convertible redeemable preferred stock (cont’d…)
	In connection with the Series A share issuance, the Company also issued to the investors 12,285,012 shares purchase warrants, each exercisable into one common shares at US$0.08 per share for a period of 5 years. The Company paid a cash comission of US$100,000 and issued 2,457,002 Agents warrants. Each Agent warrant exercisable into one common share of the Company at US$0.05 per share for a period of 5 years. The warrants may be exercised on a cashless basis.
	On October 19, 2012, the Company completed a sale of 100 shares of Series A Convertible Redeemable Preferred Stock, par value $0.001 per share and stated value of $1,000 per share for gross proceeds of $100,000. The Series A shares contain certain rights and preferences as follows:
		convertible into shares of common stock of the Company at the rate of US$0.05 per common share or 85% of the previous twenty day volume weighted average pricing.
		dividends of 8% per annum, payable in cash or Series A Shares quarterly.
		voting and conversion rights of up to 4.99% of the outstanding common stock of the Company at the time of conversion per holder.
		registration rights to the holders of the Series A Shares that may be exercised in certain circumstances.
		holders of Series A Shares are entitled to be paid 125% of the stated value of the Series A Shares, plus all accrued, but unpaid dividends on Series A Shares, upon liquidation or dissolution of the Company, including forms of mergers and acquisitions, in priority to any payments to the holders of shares of common stock.
		the Series A Shares may be redeemed by the holders for 150% of their stated value, plus all accrued, but unpaid dividends on Series A Shares, upon the occurrence of a default, which includes performance conditions, delisting or late filing with the SEC.
	In connection with the Series A share issuance, the Company also issued to the investors 1,000,000 share purchase warrants, each exercisable into one common share at US$0.08 per share for a period of 5 years. The company paid a cash commission of US$10,000 and issued 200,000 Agents warrants. Each Agent warrant is exercisable into one common share of the Company at $0.05 per share for a period of 5 years. The warrants may be exercised on a cashless basis.
7.	Derivative liabilities
	Derivative financial liabilities consist of warrants and the conversion option associated with the Series A Shares (Note 6). These warrants together with other warrants issued in private placements, or as compensation to non employees, and have exercise prices denominated in United States dollars, which differs from the Company’s functional currency which is the Canadian dollar.
	During the year ended December 31, 2012, the Company issued 1,100 Series A redeemable convertible preferred shares and a total of 15,942,014 share purchase warrants in connection with Preferred Stock and other private placement financings. The preferred shares were determined to be a debt host contract and the warrants are derivative liabilities as they are not indexed to the Company’s own equity in accordance with ASC 815.

7.	Derivative liabilities (cont’d…)
	The table below provides a summary of the changes in fair value, including net transfers, in and/or out, of financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2013:

Fair Value Measurements Using Level 3 Inputs
								Derivative
		Derivative liability			Derivative liability			liability – series
		– warrants			– conversion option			A dividends			Total
Balance, December 31, 2011	$	317,003		$	-		$	-		$	317,003
Preferred share conversion option		-			1,293,769			-			1,293,769
Preferred share dividends		-			-			32,956			32,956
Share purchase warrants issued		1,006,162			-			-			1,006,162
Total fair value adjustment		146,123			227,106			42			373,271
Balance, December 31, 2012		1,469,288			1,520,875			32,998			3,023,161
Preferred share dividends		-			-			84,785			84,785
Allocation to APIC		187,487			(195,475	)		-			7.988
Total fair value adjustment		(186,679	)		167,693			(11,111	)		(30,098	)
Balance, September 30, 2013	$	1,470,096		$	1,493,093		$	106,672		$	3,069,861

During the nine months ended September 30, 2013, the Company recognized a charge to operations of $30,098 (September 30, 2012 – ($743,286)) being the change in the fair value of the derivative liability warrants, conversion option and dividends during the period.

During the nine months ended September 30, 2013, the Company issued 47 (September 30- 2012 – nil) Series A Shares in settlement of dividends with a value of $56,398 (September 30, 2012 - $nil). At September 30, 2013, there were 21 (December 31, 2012 – 22.77) Series A Shares issuable in settlement of dividends which were subsequently issued with a value of $25,837 (December 31, 2012 - $32,956).

The fair value of the warrants and dividends were determined using the Black-Scholes option pricing model and the conversion options were valued using the Binomial Lattice model using the following current market assumptions:

	September 30, 2013	December 31, 2012
Volatility	92% - 186%	157% - 181%
Dividend yield	-	-
Risk-free interest rate	0.63% - 1.39%	0.36% - 0.77%
Expected life	2.19 – 4.75 yrs	2.93 – 5.00 yrs

8.	Capital stock
	Effective April 18, 2011, the Company completed a three for one forward-stock-split of its common stock with a corresponding increase in its authorized common stock from 100,000,000 shares of common stock to 300,000,000 shares of common stock.

8. Capital Stock (cont’d…)

On November 26, 2012, the Company completed a private placement of 10,000,000 units at a price of US$0.05 per unit, for gross proceeds of $496,350 (US$500,000). Each unit consisted of one common share and one share purchase warrant of the Company, with each warrant exercisable to acquire an additional share of the Company at a price of US$0.08 for a period of 5 years, expiring November 26, 2017. The Company issued 1,000,000 Agents warrants. Each Agent warrant is exercisable into one common share of the Company at $0.05 per share for a period of 5 years. Upon issuance of the units, $240,989 were allocated to the warrants and recorded as a derivative liability and the balance of $201,361, which is net of share issuance costs of $54,000, was allocated to common stock and additional paid-in capital. The fair value of the warrants was determined using the Black-Scholes option pricing model using the following assumptions; volatility of 178%; a dividend yield rate of 0%; a risk-free interest rate of 0.70% and an expected life of five years, adjusted for market liquidity and allocated on a relative basis.

In connection with the offering, the Company paid to a registered broker-dealer a cash commission of $50,000 and issued share purchase warrants to acquire 1,000,000 shares of common stock of the Company at a price of $0.05 per share for a period of 5 years from the closing date. The warrants may be exercised on a cashless basis.

On May 21, 2013, the Company completed a private placement of 6,750,000 units at a price of US$0.10 per unit, for gross proceeds of US$675,000. Each unit consisted of one common share and one share purchase warrant of the Company, with each warrant exercisable to acquire an additional share of the Company at a price of US$0.20 for a period of 3 years, expiring May 17 and 21, 2016. Upon issuance of the units, $187,487 were allocated to the warrants and recorded as a derivative liability and the balance of $487,025, which is net of share issuance costs, was allocated to common stock and additional paid-in capital. The fair value of the warrants was determined using the Black-Scholes option pricing model using the following assumptions; volatility of 155%; a dividend yield rate of 0%; a risk-free interest rate of 0.40% and an expected life of three years, adjusted for market liquidity and allocated on a relative basis.

In connection with the offering, the Company paid to a registered broker-dealer a cash commission of $7,500 and issued share purchase warrants to acquire 675,000 shares of common stock of the Company at a price of $0.20 per share for a period of 3 years from the closing date. The warrants may be exercised on a cashless basis.

On September 16, 2013 holders of 125 Series A shares elected to convert into 3,071,253 common shares at a conversion price of $0.0407. As a result, an amount of $195,475 was reallocated from derivative financial liabilities to equity.

Stock Options:

A summary of the stock option activity is as follows:
			Weighted average
	Number of options		exercise price
Outstanding at December 31, 2011	9,748,125		US$0.06
Granted	-		-
Expired/cancelled	(1,541,280	)	US$0.12
Outstanding at December 31, 2012	8,206,875		US$0.05
Granted	-		-
Expired/cancelled	(3,465,000	)	US$0.04
Outstanding at September 30, 2013	4,741,875		US$0.06

8.	Capital Stock (cont’d…)
	A summary of the stock options outstanding and exercisable at September 30, 2013 is as follows:

		Weighted average		Aggregate
Exercise		remaining	Weighted average	intrinsic
Price	Number	contractual life	exercise price	value
US$ 0.04	3,043,125	0.273 years	US$ 0.04	US$ 91,294
0.08	1,500,000	2.53 years	0.08	-
0.06	33,750	2.22 years	0.06	338
0.15	22,500	2.22 years	0.15	-
0.183	15,000	0.145 years	0.183	-
0.22	127,500	0.22 years	0.22	-
	4,741,875	1.01 years	US$ 0.06	US$ 91,632

The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of US$0.07 per share as of September 30, 2013, which would have been received from the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of September 30, 2013 was 3,150,000 (December 31, 2012 – 6,206,250).

Warrants:

A summary of warrant activity during the nine month ended September 30, 2013 is as follows:

				Weighted average
	Number of warrants			exercise price
Outstanding at December 31, 2011	37,482,650		$	0.09
Issued as part of private placement	18,285,012			0.07
Issued as compensation to consultant	3,657,002			0.05
Expired	(5,032,650	)		0.05
Outstanding at December 31, 2012	54,392,014			0.08
Issued as part of private placement	4,050,000			0.20
Issued as compensation to consultant	230,000			0.20
Expired	-			-
Outstanding at September 30, 2013	58,672,014		$	0.09

On June 22, 2011, the Company issued 2,500,000 warrants to a consultant in connection with a professional services agreement. These warrants have an exercise price of $0.15 and expire on June 22, 2014. The agreement has a minimum term of twelve months in which the Company may terminate this agreement after eight months. The Company estimated the fair value of these warrants at grant to be $260,858 using the Black-Scholes option pricing model with the following assumptions: expected life of 3 years; volatility of 180%; risk-free interest rate of 2.24%; and a dividend rate of 0%. For the period ended September 30, 2013, the Company recorded stock-based compensation expense of $72,981 (September 30, 2012 - $126,855).

8.	Capital Stock (cont’d…)
	A summary of the warrants outstanding and exercisable at September 30, 2013 is as follows:

		Weighted Average
Weighted Average		Remaining Contractual Life
Exercise Price	Number
US$ 0.080	2,499,999	2.19 years
$ 0.080	9,500,001	2.19 years
US$ 0.080	3,000,000	2.23 years
$ 0.080	3,000,000	2.23 years
US$ 0.080	3,600,000	2.42 years
$ 0.080	7,350,000	2.42 years
$ 0.150	2,500,000	0.73 years
$ 0.010	1,000,000	1.18 years
US$ 0.065	12,285,012	3.68 years
US$ 0.050	2,457,002	3.68 years
US$ 0.065	1,000,000	4.06 years
US$ 0.050	200,000	4.06 years
US$ 0.010	5,000,000	4.15 years
US$ 0.050	1,000,000	4.15 years
US$ 0.200	2,375,000	2.63 years
US$ 0.200	675,000	2.64 years
US$ 0.200	1,000,000	2.64 years
US$ 0.200	230,000	2.67 years
$ 0.09	58,672,014	2.80 years

9. Changes in non-cash working capital balances

		Nine months ended
		September 30
		2013			2012
Trade accounts receivable	$	(18,834	)	$	(119,328	)
Inventory		(54,069	)		142,683
Accounts payable		39,891			6,019
Accrued Liabilities		(56,238	)		(61,173	)
Deferred revenue		(5,809	)		(15,070	)
Due to related parties		12,316			-
	$	(82,743	)	$	(46,869	)

10.	Commitments and contingencies
	The Company is committed to minimum annual payments for leases on its premises, automobiles, and office equipment as follows in each of the next three years:

Year or period ending September 30:	$
2013	221,054
2014	245,375
2015	152,921
2016	60,648

Rent expense included in the statements of operations for the three months ended September 30, 2013 is $35,186 (2012 - $35,186) and for the nine months ended September 30, 2013 is $105,558 (2012 - $104,553).

On June 22, 2011, the Company entered into a professional services agreement with a consultant for business development and strategic initiatives. As consideration, the Company will compensate the consultant at $8,500 per month, pay commissions of 8% for new sales and issue warrants to acquire up to 2,500,000 shares (Note 8). Additionally for providing specific involvement in a M&A transaction or capital raise transaction, the consultant will be compensated at 7% or 10%, respectively, of the transaction value. The agreement may be terminated by 30 days written notice, after an initial term of 8 months. The commission arrangement shall extend for 12 months beyond termination.

On June 15, 2012, the Company entered into a six month consulting agreement with a consultant for business development and strategic initiatives. As consideration, the Company will compensate the consultant $12,500 per month. This contract was extended on a month by month basis at December 31, 2012.

On August 10, 2012, the Company entered into a one year consulting agreement with a consultant for business development and strategic initiatives. As consideration, the Company will compensate the consultant US$10,500 per month.

On May 1, 2013, the Company entered into a one year consulting agreement with a consultant for business development and strategic initiatives. As consideration, the Company will compensate the consultant $6,500 per month.

On May 11, 2013, the Company entered into a one year consulting agreement with a consultant for business development and strategic initiatives. As consideration, the Company will compensate the consultant $6,500 per month, including all travel expenses and commission payments.

On May 24, 2013, the Company entered into a one year consulting agreement with a consultant for business development and strategic initiatives. As consideration, the Company will compensate the consultant $3,000 per quarter, and was issued 230,000 warrants. These warrants have an exercise price of $ 0.20 and expire on May 30, 2016.

On August 15, 2013, the Company entered into a six month agreement with a sales representative to pay a minimum commission amount of $2,500 per month.

On September 1, 2013, the Company entered into a six month agreement with two sales representatives to pay a minimum commission amount of $3,500 per month.

11. Segment information

(a)	Operating segments:
	The Company organizes its business into two reportable segments: manufacturing and servicing. The manufacturing segment designs, produces and sells intercom and door access control systems that utilize telecommunications to control access to buildings and other facilities for security purposes. The servicing segment provides maintenance to these intercom and door access control systems.
	Management evaluates performance based on profit or loss from operations before income taxes and nonrecurring gains and losses, if any. Retail prices are used to report intersegment sales.

For the three months ended September 30, 2013		Manufacturing			Servicing		Total
Sales to external customers	$	846,395		$	229,420	$	1,075,815
Depreciation and amortization		710			5,223		5,933
Interest expense, net		-			-		-
Segment income (loss) before income taxes		(381,189	)		64,371		(316,818	)
Total assets		1,033,616			52,231		1,085,847

For the three months ended September 30, 2012		Manufacturing			Servicing		Total
Sales to external customers	$	588,324		$	269,804	$	858,128
Depreciation and amortization		1,074			5,223		6,297
Interest expense, net		-			-		-
Segment income (loss) before other items		(438,321	)		70,555		(367,766	)
Total assets		1,033,616			52,231		1,085,847

For the nine months ended September 30, 2013		Manufacturing			Servicing		Total
Sales to external customers	$	2,084,430		$	860,793	$	2,945,223
Depreciation and amortization		2,265			15,669		17,934
Interest expense, net		-			-		-
Segment income (loss) before income taxes		(1,142,204	)		275,619		(866,585	)
Total assets		1,256,121			31,339		1,287,460

For the nine months ended September 30, 2012		Manufacturing			Servicing		Total
Sales to external customers	$	1,833,415		$	792,802	$	2,626,217
Depreciation and amortization		3,396			15,669		19,065
Interest expense, net		760			-		760
Segment income (loss) before other items		(1,353,098	)		186,183		(1,166,915	)
Total assets		1,033,616			52,231		1,085,847

As at December 31, 2012		Manufacturing		Servicing		Total
Total assets	$	1,392,324	$	47,008	$	1,439,332

11.	Segment information (cont’d…)
	(b)	Of the total revenues for the nine months ended September 30, 2013, $322,496 (2012 - $287,896) was derived from U.S.-based customers and $2,622,727 (2012 - $2,338,321) from Canadian-based customers.
		Substantially all of the Company's operations, assets and employees are located in Canada.
	(c)	Major customers:
		No customer represented more than 10% of total revenues in either nine months ended September 30, 2013 or 2012.
	(d)	Products and services:
		MESH sales represented 49.5% of total revenue during the nine months ended September 30, 2013 (2012 – 53.7%). FREEDOM sales represented 19.9% of total revenue during the nine months ended September 30, 2013 (2012 – 7.5%). The balance of the Company’s revenues are derived from other products such as access tracking and control, closed circuit monitors, infrared and radio frequency remotes and servicing of intercom equipment.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Results of Operations

Sales for the three months ended September 30, 2013 and 2012 were $1,075,815 and $858,128, respectively, an increase of $217,687 or 25.4%. Sales for the quarters ended June 30, 2013 and March 31, 2013 were $1,041,088 and $828,320, respectively. This quarter ended September 30, 2013 has increased by $34,727 or 3.3%, as compared to the second quarter ended June 30, 2013 and $247,495 or 29.9%, as compared to the first quarter ended March 31, 2013. Sales for the nine months ended September 30, 2013 and 2012 were $2,945,223 and $2,626,217, respectively, an increase of $319,006 or 12.1%. Freedom sales for the three months ended Sep 30, 2013 and 2012 were $241,454 and $72,959, respectively, an increase of $168,495 or 330.9%. Freedom sales for the nine months ended September 30, 2013 and 2012 were $586,582 and $197,066, respectively, an increase of $389,516 or 297.7%. MESH sales for the three months ended September 30, 2013 and 2012 were $546,792 and $361,385, respectively, an increase of $185,407 or 51.3%. MESH sales for the nine months ended September 30, 2013 and 2012 were $1,457,937 and $1,409,113, respectively, an increase of $48,824 or 3.5%. MESH is a convergent technology developed by Viscount that increases security at a reduced cost of hardware, cabling and installation, and with simplified database management. The Freedom IT platform can turn any card reader into an IP device by connecting the Freedom IP device with built-in I/O to a POE switch and then every card usage is processed on a redundant MESH server either in the building or anywhere in the world. The software component of Freedom is the MESH web browser security operating platform. Unlike control panels, the user database and the door control software is written in IT language located on a server(s), thereby future proofing systems from the traditional issue of proprietary hardware version obsolescence and improving scalability by eliminating the need for additional hardware every time a reader is added to the system.

For the nine months ended September 30, 2013 and 2012, Freedom sales were 19.9% and 7.5%, respectively, of total sales. For the nine months ended September 30, 2013 and 2012, MESH sales were 49.5 % and 46.2%, respectively, of total sales.

The Company also provides Enterphone support and maintenance services pursuant to service contracts that were assigned to us from Telus Corporation in 2003. Sales from the 1,267 existing service contracts continue to be steady. On average, each service contract represents ongoing revenues of approximately $38 per month, inclusive of parts and labor. Typical customers include strata management and building owners as well as various residential, business and industrial users of Enterphone access control and security systems. During the nine months ended September 30, 2013 and 2012, customer service contracts and new equipment sales generated aggregate sales revenues of $860,793 and $792,802, respectively, an increase of $67,991 or 8.6%. This increase was due to increased Freedom and MESH equipment sales.

The intangible assets held by the Company are comprised primarily of service contracts for our Enterphone 2000 product line. The number of service agreements held by the Company was 1,267 at September 30, 2013, as compared to 1,344 at December 31, 2012 and 1,380 at September 30, 2012. The Company continues to amortize the cost of the service agreements on a straight-line basis over an estimated useful life of 10 years, which became effective as of April 1, 2005. At September 30, 2013, the cost of the service agreements, net of accumulated amortization, was $32,447

Cost of sales and services as a percentage of sales was 40.7% and 38.6% for the three months ended September 30, 2013 and 2012, respectively. Cost of sales and services as a percentage of sales was 40.6% and 39.4% for the nine months ended September 30, 2013 and 2012, respectively. Cost of sales has remained consistent as we are in the early stages of our Freedom Bridge product line release. We expect cost of sales to remain constant until Freedom Bridge sales increase substantially. Management has continued to focus on controlling the input costs by using multiple suppliers to ensure that the best and most cost effective raw materials are used in all of our products.

Gross profit for the three months ended September 30, 2013 and 2012 was $638,453 and $527,181, respectively, an increase of $111,272 or 21.1%. Gross profit for the nine months ended September 30, 2013 and 2012 was $1,750,785 and $1,591,719, respectively, an increase of $159,066 or 10.0%. This corresponds with increased sales and the marginally increased cost of sales for the three and nine months ended September 30, 2013, as compared to three and six months ended September 30, 2012.

Selling, general and administrative expenses for the three months ended September 30, 2013 and 2012 were $850,094 and $768,565, respectively, an increase of $81,529 or 10.6%. Selling, general and administrative expenses for the nine months ended September 30, 2013 and 2012 were $2,418,418 and $2,476,884, respectively, a decrease of $58,466 or 2.4%. For the nine months ended September 30, 2013 and 2012, selling, general and administrative expenses, as a percentage of sales, were 82.1% and 94.3%, respectively. Consulting fees for the nine months ended September 30, 2013 and 2012 were $682,787 and $571,500, respectively, an increase of $111,287 or 19.5% . Consulting fees, in part, increased due to paying additional consultants $86,116 to provide strategic advice and alliances for key markets including the US Federal Government for Freedom projects. Other increases were related to Board of Directors fees.

Research and development costs for the three months ended September 30, 2013 were gross $109,165. Government grants for the three months ended September 30, 2013 totaled $29,458, resulting in net research and development costs of $79,707. Research and development costs for the nine months ended September 30, 2013 were gross $327,520. Government grants for the nine months ended September 30, 2013 totaled $146,502, resulting in net research and development costs of $181,018. Research and development costs for the quarter ended September 30, 2012 were gross $120,085. Government grants for the quarter ended September 30, 2012 was $nil. Research and development costs for the nine months ended September 30, 2012 were gross $262,685. Government grants for the nine months ended September 30, 2012 was $nil. Research and development costs have increased during the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, due to hiring an engineer to improve the Freedom design.

Net loss for the three month period ended September 30, 2013 was $316,818, as compared to a net loss of $367,766 for the three month period ended September 30, 2012, a decreased loss of $50,948. Net loss for the nine month period ended September 30, 2013 was $866,585, as compared to a net loss of $1,166,915 for the nine month period ended September 30, 2012, a decreased loss of $300,330. During the nine months ended September 30, 2013, expenses were controlled to maintain cash flow and to minimize the net loss.

Liquidity and Capital Resources

Cash as of September 30, 2013, as compared to December 31, 2012 was $199,666 and $406,506, respectively, a decrease of $206,840.

On June 7, 2012, Viscount Systems, Inc. completed a sale of 1,000 shares of Series A Convertible Redeemable Preferred Stock, par value US$0.001 per share, at a purchase price of US$1,000 and a stated value of US$1,000 per A Share, and for no additional consideration, an issuance of 12,285,012 share purchase warrants of the Company for gross proceeds of US$1,000,000. Each Warrant is exercisable to acquire a common share of the Company at a price of US$0.08 per share for a period of 5 years from the closing date. The Warrants may be exercised on a cashless basis. The A Shares are convertible, at the option of the holders, into 24,570,024 shares of common stock of the Company at a conversion price of US$0.0407 per share, subject to adjustment provisions.

In connection with the offering, the Company paid to a registered broker-dealer a cash commission of US$100,000 and issued share purchase warrants to acquire 2,457,002 shares of common stock of the Company. Each Agent Warrant is exercisable to acquire one common share of the Company at a price of US$0.05 per share for a period of 5 years from the closing date. The warrants may be exercised on a cashless basis.

On October 19, 2012, Viscount Systems, Inc. completed a sale of 100 shares of Series A Convertible Redeemable Preferred Stock, par value $0.001 per share, at a purchase price of $1,000 and a stated value of $1,000 per A Share, and for no additional consideration, an issuance of 1,000,000 share purchase warrants of the Company for gross proceeds of $100,000. Each Warrant is exercisable to acquire a common share of the Company at a price of $0.08 per share for a period of 5 years from the closing date. The Warrants may be exercised on a cashless basis. The A Shares are convertible, at the option of the holders, into 2,000,000 shares of common stock of the Company at a conversion price of $0.05 per share, subject to adjustment provisions.

In connection with the offering, the Company paid to a registered broker-dealer a cash commission of $10,000 and issued share purchase warrants to acquire 200,000 shares of common stock of the Company. Each Agent Warrant is exercisable to acquire one common share of the Company at a price of $0.05 per share for a period of 5 years from the closing date. The warrants may be exercised on a cashless basis.

On November 26, 2012, Viscount Systems, Inc. completed a private placement of 10,000,000 units at a price of $0.05 per unit for total proceeds of $500,000. Each unit consists of one common share and one-half of one share purchase warrant of Viscount, with each whole warrant exercisable to acquire an additional share of Viscount at a price of $0.10 for a period of 5 years from the closing date.

In connection with the offering, the Company paid to a registered broker-dealer a cash commission of $50,000 and issued share purchase warrants to acquire 1,000,000 shares of common stock of the Company at a price of $0.05 per share for a period of 5 years from the closing date. The warrants may be exercised on a cashless basis.

On May 17, 2013, Viscount Systems, Inc. (the “Company”) completed a private placement of 4,750,000 units at a price of $0.10 per unit for total proceeds of $475,000. On May 21, 2013, the Company completed an additional private placement of 2,000,000 units at a price of $0.10 per unit for total proceeds of $200,000. Each unit consists of one common share and one-half of one share purchase warrant of the Company, with each whole warrant exercisable to acquire an additional share of the Company at a price of $0.20 for a period of three years from the closing date.

In connection with the offerings, the Company paid to a registered broker-dealer a cash commission of $7,500 and issued share purchase warrants to acquire 675,000 shares of common stock of the Company at a price of $0.20 per share for a period of three years from the closing date. The warrants may be exercised on a cashless basis.

At September 30, 2013, the Company had a working capital of $361,047, as compared to working capital of $448,029 at December 31, 2012. Working capital had decreased by $86,982. The current ratio at September 30, 2013 was 1.41, as compared with 1.49 at December 31, 2012.

The Company has the ability to finance operations and future growth through a stock-based equity injection of up to $1.5 million. However, the state of the global financial markets and recession fears present significant uncertainties for the timing and successful completion of an equity investment.

The Company’s financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $9,504,202, reported a loss for the nine months ended September 30, 2013 of $836,176 and has working capital of $361,047 at September 30, 2013. Cash flows used in operating activities for the nine months ended September 30, 2013 were $858,102. Although management is confident that the company can access sufficient working capital to maintain operations and ultimately generate positive cash flow from operations, the ability to sustain the current level of operations is dependent upon growing sales and achieving profits. Management has determined that the Company will need to raise up to $1,000,000 if sales do not improve, by way of debt or equity financing, to continue normal operations for the next twelve months. If this funding is not available the Company will have to reduce spending in several key areas including research and development and marketing. This would have a negative impact on the growth prospects of the Company. In the event the Company completes the required $1,000,000 financing and hits its sales targets, the Company does not anticipate requiring any additional financing for 2014. Management has been actively seeking new investors and developing customer relationships; however, a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties; however, there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern.

The accounts receivable turnover ratio was 64 days at September 30, 2013, 52 days at December 31, 2012 and 51 days at September 30, 2012. The outstanding term for our receivables has been increasing due to a few slower paying customers. The accounts receivable reserve was $182,681 at September 30, 2013, as compared o $105,185 at December 31, 2012. The accounts receivable reserve has increased by $77,496 or 73.7%, since the year ended December 31, 2012. Additional bad debt was recognized for a particular slower paying customer. Management continues to follow-up on customer accounts to improve cash flow and to minimize bad debts. There had been no significant or material business conditions that would warrant further increases to the reserve at this time.

The Company is subject to significant liquidity risk. At September 30, 2013, the Company’s current assets consist principally of trade accounts receivables and inventory.

As the Company’s liquidity increases, we will be purchasing more inventory and hiring more sales and technical staff to accommodate the expected increased future sales.

There are no material unused sources of liquid assets.

For the nine months ended September 30, 2013, there were no capital expenditures.

To date, the Company has not invested in derivative securities or any other financial instruments that involve a high level of complexity or risk. The Company expects that in the future, any excess cash will continue to be invested in high credit quality, interest-bearing securities.

The Company will likely require additional funds to support the development and marketing of its new Freedom product. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, the Company may be unable to develop or enhance its products, take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations.

There are no legal or practical restrictions on the ability to transfer funds between parent and subsidiary companies.

The Company does not have any material commitments for capital expenditures as of September 30, 2013.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Related Party Transactions

None.

Critical Accounting estimates and judgments:

The Company’s discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the allowance for doubtful accounts, inventory obsolescence, the provision for future warranty costs, the estimated useful lives of equipment and intangible assets, the deferred tax valuation allowance, and assumptions used to determine the fair value of stock-based compensation. Details are provided for critical estimates are as follows:

The Company follows the cost reduction method of accounting for investment tax credits and recognizes the estimated net recoverable amount when reasonable assurance exists as to their collectability. Investment tax credits claimed are ultimately subject to finalization of a review by Canada Customs and Revenue Agency. No assurances can be provided that the Company’s investment tax credit claims will be accepted as filed.

The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any of its customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of the Company’s trade accounts receivable balances. If the Company determines that the financial conditions of any of its customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made.

The Company reviews its intangible assets on an annual basis for impairment. The intangible assets are comprised of Enterphone service contracts. Management specifically reviews the number of contracts on hand and if there will be significant future cash flows to be generated from these contracts. If the Company determines that there is impairment, then a write-down will be made.

The Company maintains an allowance for inventory obsolescence. Management reviews the inventory on a quarterly basis by directly testing for obsolete inventory. The Company increased its provision for obsolete inventory by approximately $117,042 during the fourth quarter of 2012, as a result of a revised estimate by management.

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.

Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value. These include derivative warrant liabilities and derivative conversion option liabilities. Susequent changes to the estimated fair value are recorded in the statement of operations.

Recent accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of September 30, 2013. Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of September 30, 2013, we have maintained effective disclosure controls and procedures in all material respects, including those necessary to ensure that information required to be disclosed in reports filed or submitted with the SEC (i) is recorded, processed, and reported within the time periods specified by the SEC, and (ii) is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decision regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER IFORMATION

Item 6. Exhibits

31.1	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934
32.1	Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer

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.

Date: November 14, 2013		VISCOUNT SYSTEMS, INC.
		(Registrant)
	By:	/s/ Stephen Pineau
		Stephen Pineau, President
		Principal Executive Officer
		and Principal Financial Officer