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UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

Form 10-K/A(Amendment No.2)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission file number: 000-49746

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

|NEVADA                          | 88-0498181                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     

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

Issuers telephone number: (604) 327-9446

Securities registered pursuant to Section 12(b) of the Act:
None

|Securities registered pursuant to Section 12(g) of the
      Act: | Common Stock, $.001 per share
|----------------------------------------------------------------- | -----------------------------
|                                                                  | (Title of class)             

Check whether the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. 
Yes [ ] No [X]

Check whether the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. 
Yes [ ] No [X]

Check whether the registrant (1) filed all reports required to
be filed by Section 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 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 if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

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Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|Large accelerated filer [ ]                                                     | Accelerated filer [ ]         
|------------------------------------------------------------------------------- | ------------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
        reporting company) | 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 issuers revenues for its most recent fiscal year:
$3,916,924 ($3,895,773 in Canadian dollars converted at an exchange rate of
US$1.0054/CDN$ 1.000) .

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter: $2,140,950 as at June 30, 2010.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 21,841,250 shares
of common stock as at March 15, 2011.

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A amends the Annual Report on
Form 10-K for Viscount Systems, Inc. for the fiscal year ended December 31,
2010, filed with the Securities and Exchange Commission on March 21, 2011, as
amended by the Form 10-K/A filed with the SEC on May 3, 2011. This Amendment is
being filed to include information for Part III, Items 10 through 14.

The Company did not file with the Securities and Exchange
Commission our Definitive Proxy Statement on Schedule 14A deemed incorporated
into our Annual Report on Form 10-K, on or before the deadline for incorporation
of such documents into the Companys Form 10-K for the year ended December 31,
2010.

2

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PART III

All references to $ are references to United States
dollars and all references to C$ are references to Canadian dollars.

Item 10. Directors, Executive Officers and Corporate
Governance

The following table contains information regarding the members
of the Board of Directors and the Executive of Viscount as of the Record
Date:

|Name            | Age | Position(s)                                                                              
|--------------- | --- | -----------------------------------------------------------------------------------------
|Stephen Pineau  | 50  | President, Chief Executive Officer, Chief
      Financial Officer, Secretary and Director
|Greg D. C. Shen | 65  | Chairman of the Board and Director                                                       

Stephen Pineauwas employed at Viscount Communication
& Control Systems Inc., a subsidiary of BC Tel, as Marketing Director from
1992-1995. He left Viscount Communication & Control Systems Inc. to start
Blue Mountain Technologies Inc., where he held office as President from 1995 to
1997. Blue Mountain Technology Inc. replaced B.C. Tel as the main Vancouver
installation company of Viscount products. Since 1997 Mr. Pineau has held office
as President of the current Viscount Communication & Control Systems Inc.
The Board believes that Mr. Pineaus expertise and experience, as described
above in this paragraph, is valuable to the Board and to the Company.

Greg D.C. Shenacted as Production Manager at Microtel,
a subsidiary of BC Tel from 1975 to 1993. Viscount Communication & Control
Systems Inc. was also a Microtel division at one time, and as Production
Manager, Mr. Shen became very familiar with Viscount products. The Board
believes that Mr. Shens expertise and experience, as described above in this
paragraph, is valuable to the Board and to the Company.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the directors or
executive officers of Viscount.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires Viscount's Directors, executive officers and persons who own
more than 10% of a registered class of Viscount's securities to file with the
SEC initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of Viscount. Directors, executive officers and
greater than 10% shareholders are required by SEC regulation to furnish Viscount
with copies of all Section 16(a) reports they file.

To Viscount's knowledge, based solely on a review of the copies
of such reports furnished to Viscount, Viscount believes that during the year
ended December 31, 2010, its Directors, executive officers and greater than 10%
shareholders filed insider reports required under Section 16(a).

3

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CODE OF ETHICS

The Board has not adopted a formal code of business conduct and
ethics. The Board is of the view that the fiduciary duties placed on individual
directors by the Corporations governing legislation and common law together
with corporate statutory restrictions on an individual directors participation
in Board decisions in which the director has an interest are sufficient to
ensure that the Board operates independently of management and in the best
interests of the Corporation.

AUDIT COMMITTEE

Pursuant to the British Columbia Instrument 51-509 Issuers
Quoted in the U.S. Over-the Counter Marketsand National Instrument 52-110
Audit Committeesof the Canadian Securities Administrators, the Company
is required to disclose annually in its Information Circular certain information
concerning the constitution of its audit committee and its relationship with its
independent auditor, as set forth in the following:

The primary function of the audit committee (the
Committee) is to assist the board of directors in fulfilling its
financial oversight responsibilities by reviewing (a) the financial reports and
other financial information provided by the Company to regulatory authorities
and shareholders; (b) the systems for internal corporate controls which have
been established by the Board and management; and (c) overseeing the Companys
financial reporting processes generally. In meeting these responsibilities the
Committee monitors the financial reporting process and internal control system;
reviews and appraises the work of external auditors and provides an avenue of
communication between the external auditors, senior management and the companys
Board. The Committee is also mandated to review and approve all material related
party transactions.

The committee is comprised of the Board of Directors. All of
the audit committee members are considered to be financially literate in that
each committee member has the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that
can presumably be expected to be raised by the Companys financial
statements.

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

The objective of the Companys compensation program is to
compensate the executive officers for their services to the Company at a level
that is both in line with the Companys fiscal resources and competitive with
companies at a similar stage of development.

The Company compensates its executive officers based on their
skill and experience levels and the existing stage of development of the
Company. Executive officers are rewarded on the basis of the skill and level of
responsibility involved in their position, the individuals experience and
qualifications, the Companys resources, industry practice, and regulatory
guidelines regarding executive compensation levels.

The Board of Directors has implemented three levels of
compensation to align the interests of the executive officers with those of the
shareholders. First, executive officers are paid a monthly consulting fee or
salary. Second, the Board of Directors awards executive officers long term
incentives in the form of stock options. Finally, and only in special
circumstances, the Board of Directors may award cash or share bonuses for
exceptional performance that results in a significant increase in shareholder
value. The Company does not provide medical, dental, pension or other benefits
to the executive officers.

The base compensation of the executive officers is reviewed and
set annually by the Board of Directors. The CEO has substantial input in setting
annual compensation levels. The CEO is directly responsible for the financial
resources and operations of the Company. In addition, the CEO and Board of
Directors from time to time determine the stock option grants to be made
pursuant to the Companys Stock Option Plan. Previous grants of stock options
are taken into account when considering new grants. The Board of Directors
awards bonuses at its sole discretion. The Board of Directors does not have
pre-existing performance criteria or objectives.

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Compensation for the most recently completed financial year
should not be considered an indicator of expected compensation levels in future
periods. All compensation is subject to and dependant on the Companys financial
resources and prospects.

SUMMARY COMPENSATION TABLE

The following table sets forth all information concerning the
total compensation of Viscounts president, chief executive officer, chief
financial officer, and the three other most highly compensated officers during
the last fiscal year (the Named Executive Officers) during the last three
completed fiscal years for services rendered to Viscount in all capacities:

|Name and
      Principal Position                    | Year     | Salary
      ($) | Bonus($) | Stock
      **Awards**($) | Option
      **Awardz**($)[1]/
      (#) | Non-Equity
      Incentive Plan Compensation ($) | Nonqualified
      Deferred **Compensation**Earnings
      ($) | All Other
      Compensation ($) | Total ($)
|---------------------------------------------------- | -------- | ---------------- | -------- | ------------------------- | ---------------------------------------- | ------------------------------------------------ | -------------------------------------------------------------- | -------------------------------- | ---------
|
|
|
|
|Stephen Pineau, President, CEO, CFO,
      Secretary | 2010     | $117,000         | Nil      | Nil                       | $210,000/
      3,000,000 warrants       | Nil                                              | Nil                                                            | $4,000                           | $331,000 
|
|
|
|2009                                                 | $117,000 | Nil              | Nil      | Nil                       | Nil                                      | Nil                                              | $4,000(1)                                                      | $121,000                        
|2008                                                 | $117,000 | Nil              | Nil      | Nil                       | Nil                                      | Nil                                              | $4,000(1)                                                      | $121,000                        
|Greg Shen, Chairman                                  | 2010     | $57,802          | Nil      | Nil                       | Nil                                      | Nil                                              | Nil                                                            | $4,000                           | $61,802  
|2009                                                 | $57,802  | Nil              | Nil      | Nil                       | Nil                                      | Nil                                              | $4,000(1)                                                      | $61,802                         
|2008                                                 | $57,802  | Nil              | Nil      | Nil                       | Nil                                      | Nil                                              | $4,000(1)                                                      | $61,802                         

GRANTS OF PLAN-BASED AWARDSDURING THE MOST
RECENTLY COMPLETED FINANCIAL YEAR

During the most recently completed financial year, there were
no incentive stock options granted to the Named Executive Officers and no stock
appreciation rights were granted during this period. A stock appreciation right
(SAR) is a right to receive a payment of cash or an issue or transfer of
shares based wholly or in part on changes in the trading price of the Companys
shares.

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OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED
FINANCIAL YEAR

|Name and Principal
      Position                          | Number of
      Securities Underlying Unexercised
      Options (#) Exercisable | Number of
      Securities Underlying Unexercised
      Options (#) Unexercisable | Equity Incentive
      Plan Awards; Number of Securities
      Underlying Unexercised Unearned
      Options (#) | Option Exercise
      Price ($)             | Option Expiration
      Date                                                                       
|---------------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------------------------------------------------------------------------------------
|
|
|
|
|
|
|
|
|
|Stephen Pineau 
      President, CEO, CFO,
      Secretary | 3,000,000 
      1,228,125 127,500
      2,970,000 2,445,000                    | Nil 
      Nil Nil Nil Nil                                                        | Nil 
      Nil Nil Nil Nil                                                                                       | 0.08 
      0.2166 0.2166 0.04
      0.0833 | December 23, 2015 
      December 21,
      2011 December 21, 2013 December 21, 2013 April 16, 2012
|
|
|
|
|
|Greg Shen Chairman                                         | 1,078,125 37,500 2,700,000
      270,000                                        | Nil Nil Nil Nil                                                                   | Nil Nil Nil Nil                                                                                                  | 0.2166 0.04 0.04 0.04                       | December 21, 2011 December 21,
      2013 December 21, 2013 December 21, 2015                      
|
|
|

OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR

During the fiscal year ended December 31, 2010, no stock
options were exercised by the Companys Named Executive Officers.

DIRECTORS COMPENSATION

There are no standard arrangements pursuant to which directors
of Viscount are compensated for services provided as a Director or members of
committees of the Board of Directors. The Directors of Viscount did not receive
any compensation for the year ended December 31, 2010 for services provided as a
Director or member of a committee of the Board of Directors. However, Viscounts
subsidiary paid each director of the subsidiary CAD$4,000 during the year ended
December 31, 2010.

The Compensation Committee reviews and approves the
compensation of Viscount's officers, reviews and administers Viscount's stock
option plans for employees. The Compensation Committee is comprised solely by
Stephen Pineau, in his capacity as President, Chief Executive Officer, Chief
Financial Officer, and Director.

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**Item 12.** **Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder**
**Matters**

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

The following table sets out information as of the end of the
financial year ended December 31, 2010 with respect to compensation plans under
which equity securities of the Company are authorized for issuance.

|Plan Category                                                    | Number of securities
      to be issued upon exercise of outstanding
      options, warrants and rights (a) | Weighted-average
      exercise price of outstanding options,
      warrants and rights (b) | Number of securities
      remaining available for future issuances
      under equity compensation plan (excluding
      securities reflected in column (a))
      (c)
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders           | 3,363,800                                                                                                   | 0.30                                                                                        | 8,010                                                                                                                                                                  
|Equity compensation plans not approved by security
      holders | Nil                                                                                                         | Nil                                                                                         | Nil                                                                                                                                                                    
|Total                                                            | 3,363,800                                                                                                   | 0.30                                                                                        | 8,010                                                                                                                                                                  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information regarding
the beneficial ownership of the Common Stock as at the Record Date by:

|(i)   | each person or entity known by Viscount to beneficially
      own more than 5% of the Common Stock;
|----- | ---------------------------------------------------------------------------------------------------
|(ii)  | each Director of Viscount;                                                                         
|(iii) | each of the named Executive Officers of Viscount;
    and                                          
|(iv)  | all Directors and executive officers as a
  group.                                                 

Except as noted below, Viscount believes that the beneficial
owners of the Common Stock listed below, based on information furnished by such
owners, have sole voting and investment power with respect to such shares.

|Title of Class | Name and Address Of
      Beneficial Owner                                                                | Amount of Beneficial
      Ownership | Percent of Class
|-------------- | --------------------------------------------------------------------------------------------------------- | ------------------------------------ | ----------------
|
|
|Common         | Stephen Pineau 
      President, CEO,
      CFO, Secretary and Director Richmond British Columbia, Canada | 15,939,825                           | 20.0%           
|
|
|
|Common         | Greg D.C. Shen 
      Chairman and
      Director Vancouver, British Columbia, Canada                     | 11,887,725                           | 15.3%           
|
|
|Common         | All directors and officers as a
      group (2 persons)                                                   | 27,827,550                           | 35.3%           
|

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**Item 13. Certain Relationships and Related
Transactions, and Director Independence**

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stephen Pineau  President, Chief Executive Officer, Chief
Financial Officer, Secretary and Director: On March 31, 2002, Viscounts
wholly owned subsidiary, Viscount Communication & Control Systems Inc.
(Viscount Communication), entered into an employment agreement with Mr.
Stephen Pineau, pursuant to which Mr. Pineau serves as President and Chief
Executive Officer of Viscount Communication. The agreement provides for a
current annual base salary of CAD$117,000. The initial term for Mr. Pineaus
agreement is one year with automatic renewal unless a minimum 30 days notice is
given by Viscount Communication. On December 23, 2010, the Company issued Mr.
Pineau 1,000,000 compensation warrants with each warrant exercisable into a
common share of the Company at a price of $0.24 per share for a period of 5
years from the date of issuance (3,000,000 warrants on a post 3:1
forward-stock-split basis with an exercise price of $0.08 per share).

Greg D. C. Shen  Chairman and Director:On January 1,
2001, Viscount Communication entered into an employment agreement with Mr. Greg
Shen, pursuant to which Mr. Shen serves as Chairman of the Board of Viscount
Communication. The agreement provides for a current annual base salary of
CAD$57,242. The initial term for Mr. Shens agreement is one year with automatic
renewal at the employees discretion unless a minimum 30 days notice is given by
Viscount Communication.

DIRECTOR INDEPENDENCE

The Board consists of two (2) directors, of whom none are
independent. Stephen Pineau is the President, Chief Executive Officer, Chief
Financial Officer, and Corporate Secretary of the Company. Greg D. C. Shen is
the Chairman of the Company.

The Board facilitates its exercise of independent supervision
over management by meeting or having discussions without management present
whenever it is deemed necessary and by requiring all significant operational
decisions to be approved by the Board.

**Item 14. Principal Accounting Fees and
Services**

Dale Matheson Carr-Hilton LaBonte LLP (DMCL) were appointed
as Viscount's independent auditors on August 12, 2009, and have been appointed
by the Board to continue as Viscount's independent auditor for Viscount's fiscal
year ending December 31, 2011.

The fees paid by the Company to its auditor in each of the last
two fiscal years, by category, are as follows:

|Fees               | 2009       | 2010      
|------------------ | ---------- | ----------
|Audit fees         | CAD$71,000 | CAD$64,000
|Audit related fees | Nil        | Nil       
|Tax fees           | CAD$6,500  | CAD$6,500 
|All other fees     | Nil        | Nil       

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PART IV

|Item 15. Exhibits
|-----------------

|Exhibit No. | Description of Exhibit                   | Manner of Filing
|----------- | ---------------------------------------- | ----------------
|31.1        | Rule 13a-14(a)/15(d)-14(a) Certification | Filed herewith  

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 30, 2011.

| | VISCOUNT SYSTEMS, INC.
| | ----------------------
| |                       
| |                       
| | By:                   
| |                       
| |                       

In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the registrant and
in the capacities indicated on the dates indicated.

|    | Signature          |  | Title                                        |  | Date        
|--- | ------------------ |  | -------------------------------------------- |  | ------------
|    |                    |  |                                              |  |             
|By: | /s/ Stephen Pineau |  | President, Secretary,                        |  | May 30, 2011
|    | Stephen Pineau     |  | Principal Executive
      Officer, Principal |  |             
|    |                    |  | Financial Officer and
      Director         |  |             
|    |                    |  |                                              |  |             
|    |                    |  |                                              |  |             
|By: | /s/ Greg Shen      |  | Chairman of the Board and                    |  | May 30, 2011
|    | Greg Shen          |  | Director                                     |  |             

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