---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K/A(Amendment No. 1)

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

For the fiscal year ended December 31, 2014

[ ] 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, par value $0.001
|                                                                  | (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.  [  ]

---

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:
$4,111,109 as at December 31, 2014 ($4,769,298 in Canadian dollars converted
at an exchange rate of US$1.1601/CDN$ 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: $13,247,735 as at June 30, 2014.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 130,297,236
shares of common stock as at February 1, 2016.

2

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Form 10-K/A or
Report) to the Annual Report on Form 10-K of Viscount Systems, Inc. (the
Company or Viscount) for the year ended December 31, 2014, filed with the
Securities and Exchange Commission on March 26, 2015 (the Original 10-K) is
being filed for the purposes of including the information required by Part III
(Items 10-14) of Form 10-K. We are filing this Form 10-K/A to present the
information required by Part III (Items 10-14) of Form 10-K as we did not file
our definitive proxy statement within 120 days of the end of our fiscal year
ended December 31, 2014.

As a result, Part III, Items 10-14 of the Companys Original
10-K are hereby amended and restated in their entirety. As required by Rule
12b-15, in connection with this Form 10-K/A, the Companys principal executive
officer and principal financial officer are providing Rule 13a-14(a)
certifications dated February 3, 2016.

Except as described above, this Form 10-K/A does not modify or
update disclosure in, or exhibits to, the Original 10-K, and such disclosure in,
or exhibits to, the Original 10-K remain unchanged and speak as of the date of
the original filing. In particular, this Form 10-K/A does not change any
previously reported financial results, nor does it reflect events occurring
after the date of the Original 10-K, except as described herein.

3

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Form 10-K/A

Table of Contents

|Part | Item
      No. | Page                                                                                                
|---- | -------------- | ----------------------------------------------------------------------------------------------------
|     |                |                                                                                                     
|III  | 10             | Directors,
      Executive Officers, and Corporate Governance                                       
|     |                |                                                                                                     
|     | 11             | Executive Compensation                                                                              
|     |                |                                                                                                     
|     | 12             | Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters
|     |                |                                                                                                     
|     | 13             | Certain Relationships and
      Related Transactions, and Director Independence                     
|     |                |                                                                                                     
|     | 14             | Principal Accounting Fees and
      Services                                                        
|     |                |                                                                                                     
|     | 15             | Exhibits, Financial Statement
      Schedules                                                       
|     |                |                                                                                                     
|     |                | Signatures                                                                                          

4

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FORM 10-K/A

VISCOUNT SYSTEMS, INC.

PART III.

Item 10. Directors, Executive Officers and Corporate
Governance.

The following table sets forth certain information concerning
our executive officers and directors as of February 1, 2016.

Name and
      Address
    Age
    PositionsScott Sieracki
    49
    Chief
      Executive OfficerNed L. Siegel
    64
    Chairman of the Board of DirectorsAlexander Buehler
    39
    DirectorGeoffrey Arens
    50
    DirectorJim Cacioppo
    53
    DirectorCraig Nemiroff
    44
    Director


Scott Sieracki,Chief Executive Officer.
Mr. Sieracki, was appointed the Companys Interim Chief Executive Officer on
July 16, 2015. Previously, Mr. Sieracki had been the Companys Vice President of
Sales since December 1, 2014. Prior to joining the Company, Mr. Sieracki worked
as Vice President of Sales for IDV Solutions, Inc., an enterprise risk
visualization company, from October 2012 to October 2014 and Vice President of
Sales for Quantum Secure, Inc., a security and identity technology company, from
September 2006 to September 2012. From November 2001 to August 2006, Mr.
Sieracki served as Director of Sales North America for Software House, a Tyco
International company, and from February 1997 to September 1999, Mr. Sieracki
served as President and co-founder of Open Options, a provider of open
architecture based access control systems.

Alexander Buehler,Director.Mr. Buehler
has served as member of the Board since May 2014. Mr. Buehler also currently
serves as the President & Chief Executive Officer of Energy Maintenance
Services (EMS), a private equity-backed company focused on the construction,
maintenance, monitoring, and automation of oil & gas pipelines throughout
North America. Mr. Buehler previously served as the Chief Financial Officer of
EMS upon joining the Company in July 2014. Prior to joining EMS, Mr. Buehler
served as the Chief Financial Officer of Energy Recovery Inc. since May of 2011.
Mr. Buehler is a highly impactful business executive with years of experience in
general management and strategic planning as well as new product development,
sales and marketing, corporate development, operations management, and
manufacturing process optimization. Mr. Buehler also currently serves as a board
member of Energy Recovery (NASDAQ:ERII) and as a director and Chair of the Audit
Committee for Viscount Systems (OTCQB:VSYS).

Prior to Energy Recovery, Mr. Buehler spent seven years in
executive leadership positions at Insituform Technologies, Inc., (now Aegion
Corporation; NASDAQ: AEGN), a global, leading supplier of water infrastructure
technology and services for municipalities and industry, including oil and gas.
While at Insituform, Mr. Buehler held several executive-level positions in the
U.S and abroad, most recently as Vice President of Europe, where he served as
general manager with full P&L responsibility for all operations in Europe
(spanning 23 countries through wholly-owned subsidiaries, joint ventures,
licensees, and product sales) with consolidated revenue of over $200 million and
a total of over 600 employees.

Prior to joining Insituform, Mr. Buehler worked for five years
in the U.S. Army Corps of Engineers, where he served as project manager in the
construction of basecamps to house U.S. peacekeepers in the Balkans. Mr. Buehler
received a B.S. in Civil Engineering from the United States Military Academy at
West Point and an M.B.A. in Finance from the Wharton School at the University of
Pennsylvania. More recently, Mr. Buehler attended Directors College at the
Stanford Law School in preparation for board-level positions. Mr. Buehler was
selected as a director principally because his leadership experience in the
technology industry. Mr. Buehler also brings to his role as director extensive
experience serving as a board and committee member of complex public companies.

5

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Geoffrey Arens,Director. Mr. Arens, has
served as member of the Board since December 2014. Mr. Arens has over 22 years
of investment experience and is currently the Managing Partner and Founder of
Dendera Capital LP, a New York-based hedge fund, a position which he has held
since January 2011. Prior to that, Mr. Arens served as Managing Director for ING
Capital LLC, where he ran the banks proprietary investing activities including
its event-driven, Global Investment Strategies group. Mr. Arens previously
served on the board of directors of California Coastal Communities, a
residential land development and homebuilding company where he was Chair of the
Compensation Committee and member of the Audit and Nomination Committees. Mr.
Arens has also served on the board of directors of Cadiz Inc., a
California-based water and agricultural resource where he was a member of the
corporations Audit and Nomination Committees. Mr. Arens holds a Master of
Business Administration from Columbia Business School, and a Bachelor of Arts
from the University of Virginia.

Jim CacioppoDirector. Mr. Cacioppo was
appointed to serve on the Board in August 2015. A Harvard Business School
Graduate, Mr. Cacioppo has over 30 years of experience in the financial services
industry. Mr. Cacioppo has served as co-founder, managing partner and portfolio
manager of the investment advisory firm One East Capital Advisors since 2006.
Prior to joining One East Capital Advisors, Mr. Cacioppo held senior management
and research positions at Sandell Asset Management, a private alternative asset
management firm specializing in global event-driven, multi-strategy investing.
Before that, Mr. Cacioppo served as a senior vice president of Halcyon
Management, a global investment firm, and co-head of the distressed debt
investments group. Mr. Cacioppo also served as an investment banker at Smith
Barney, Banker's Trust and Wasserstein Perella, and as a Senior Auditor at Dun
and Bradstreet. Since 2014, he has served as director of Affinity Gaming, a
casino operator. Also, from 2008 to 2012, Mr. Cacioppo was a member of the Board
of Directors of Texas Petrochemicals, Inc., a chemical producer.

Craig Nemiroff,Director.Mr.
Nemiroff was appointed to serve on the Board on November 24, 2015. Mr. Nemiroff
has also served as an analyst at MAK Capital One, LLC a New York based hedge
fund, since January 2016. Prior to joining MAK Capital One, LLC, Mr. Nemiroff
served as a consultant to One East Partners from May 2015 to November 2015.
Prior to that, Mr. Nemiroff worked as an analyst at One East Partners from
January 2011 until May 2015. Mr. Nemiroff was selected as a director principally
because of his expertise in financial analysis, strategy and business
development. Mr. Nemiroff received a Juris Doctor degree from Yale Law School in
1996 and a Bachelor of Arts degree from Princeton University in 1993.

Ned L. Siegel,Director. Mr. Siegel has
served as member of the board of directors of the Company (the Board) since
April 2014. On February, 27, 2015, Mr. Siegel was unanimously elected as the new
non-executive Chairman of the Board, replacing Mr. Raefield, who resigned as
Chairman. Prior to his employment with the Company, Mr. Siegel was the U.S.
Ambassador to the Commonwealth of the Bahamas from October 2007 to January 2009,
a position that he was appointed to by then President George W. Bush. He was
also appointed by President Bush to serve under Ambassador John R. Bolton at the
United Nations in New York, serving as the Senior Advisor to the U.S. Mission
and as the United States Representative to the 61st Session of the United
Nations General Assembly. Prior to his Ambassadorship, Mr. Siegel was appointed
to the board of directors of the Overseas Private Investment Corporation. In
addition to his public service, Mr. Siegel has over 30 years of entrepreneurial
experience. Since September 1997, Mr. Siegel has served as the Chairman of the
board of directors The Siegel Group, a multi-disciplined international business
management advisory firm specializing in infrastructure, real estate, ports,
energy, financial, cyber security and physical security services. Mr. Siegel
serves on the board of directors and advisory boards of numerous public and
private companies as well as private equity groups. Mr. Siegel graduated Phi
Beta Kappa from the University of Connecticut in 1973 and received a Juris
Doctorate from the Dickinson School of Law in 1976. Mr. Siegel was selected as a
director principally because of his experience in international business and
relations. Mr. Siegel also brings to his role as director extensive leadership
experience from serving on boards and committees of complex public companies.

Paul Goldenberg,Former Director.Paul
Goldenberg served as member of the Board from October 2011until his resignation
on May 4, 2015.

Les Fong,Former Principal Accounting Officer and
Controller.Les Fong served as the Principal Accounting Officer and
Controller of the Company from December 2005 until June 2015. On May 23, 2015,
Les Fong announced his resignation as Principal Accounting Officer of the
Company, which resignation became effective on June 12, 2015.

6

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Shavi Morsara, Former Principal Accounting Officer
and Controller. Mr. Morsara served as the Companys Principal Account
Officer and Controller from June 5, 2015 until his resignation on September 15,
2015

Dennis Raefield,Former Director. Mr.
Raefield served as a director of the Company from November 2011 until his
resignation on November 9, 2015.

Robert Liscouski,Former Director. Mr.
Liscouski has served as member of the Board from September 2011 until his
resignation on November 9, 2015.

George Birnbaum,Former Director.Mr. Birnbaum served as a director of the Company from May 4, 2015 until his
resignation on November 9, 2015.

Mr. Nemiroff was appointed to the Board in connection with the
financing consummated on November 24, 2105 and pursuant to an arrangement that
gives holders of 50.1% of the Series B Demand Notes the right to appoint three
(3) directors to the Board (to hold their positions until all amounts owed under
the Series A Demand Notes and Series B Demand Notes are paid in full).

Mr. Arens and Mr. Cacioppo were appointed to the Board pursuant
to an arrangement that gives the holders of Series A Preferred Stock the right
to appoint two directors to the Board.

Director Independence

We are not subject to listing requirements of any national
securities exchange or national securities association and, as a result, we are
not at this time required to have our board comprised of a majority of
independent directors. Our determination of independence of directors is made
using the definition of independence as set forth in NI 58-101 and NP 58-201,
which recommends that a majority of the board of directors be independent. In
applying this definition, the Board considers all relationships of the directors
of the Company, including business, family and other relationships. As of the
date of this report, all of our directors are considered independent.

Board Committees

The Board has established an Audit Committee, a Compensation
and Risk Committee, a Nominating Committee, and a Corporate Governance
Committee. Each of the Audit Committee, Compensation and Risk Committee,
Nominating Committee, and Corporate Governance Committee is responsible to the
full Board. The functions performed by these committees are as follows:

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 Committees of 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. The Audit Committee held 2
meetings during the most recently completed fiscal year.

The primary function of the Audit Committee is to assist the
Board 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 Board. The Committee is also mandated to review and approve
all material related party transactions.

7

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The Audit Committees Charter

The Company adopted the charter for the Audit Committee on
October 1, 2008.

Composition of the Audit Committee

The Audit Committee is comprised of Alexander J Buehler
(chairman), Ned Siegel and Geoffrey W. Arens. All of the Audit Committee members
are considered to be financially literate in that each 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. Alex Buehler is the financial
expert of the Audit Committee.

Relevant Education and Experience

All members of the audit committee have an understanding of the
accounting principles used by the Company to prepare financial statements.

Audit Committee Financial Expert

Alex Buehler is the Chair and the financial expert of the
Audit Committee.

Audit Committee Oversight

Since the commencement of the Companys most recently completed
financial year, the Board has not failed to adopt a recommendation of the Audit
Committee to nominate or compensate an external auditor.

Compensation and Risk Committee. The Compensation
and Risk Committee reviews and approves the compensation of the Company's
officers and reviews and administers the Company's stock option plans for
employees. The Compensation and Risk Committee does not have a charter. The
members of the Compensation and Risk Committee are Geoffrey Arens and James
Cacioppo (chairman). A vacancy currently exists on the Compensation and Risk
Committee. All members of the Compensation and Risk Committee are independent
directors. All decisions regarding compensation are written and subject to
approval by all directors. The Compensation and Risk Committee did not hold any
meetings during the most recently completed financial year.

Nominating Committee. The Nominating Committee is
charged with the responsibility of proposing potential director nominees to the
Board of directors for consideration. The Nominating Committee utilizes a
variety of sources to identify possible Director candidates, including Board
member recommendations. In evaluating candidates to recommend to the Board, the
Nominating Committee considers all factors, including, but not limited to,
whether the candidate enhances the diversity of the Board. Such diversity
includes professional background and capabilities, knowledge of specific
industries and geographic experience, as well as the more traditional diversity
concepts of race, gender and national origin. The attributes of the current
directors and the needs of the Board and the Company are evaluated whenever a
Board vacancy occurs, and the effectiveness of the nomination process, including
whether that process enhances the Boards diversity, is evaluated each time a
candidate is considered. The Nominating Committee is also responsible for
reviewing the qualifications of, and making recommendations to the Board for,
Director nominations submitted by our shareholders. All director nominees are
evaluated in the same manner by the Nominating Committee, without regard to the
source of the nominee recommendation. The Nominating Committee does not have a
charter at this time. Ned Siegel is currently the only member and the chairman
of the Nominating Committee. Two vacancies currently exist on the Nominating
Committee. The Nominating Committee did not hold any meetings during the most
recently completed financial year.

Corporate Governance Committee. The Corporate
Governance Committee is charged with the responsibility of reviewing our
corporate governance policies. The Corporate Governance Committee does not have
a charter. Ned Siegel is currently the only member and the chairman of the
Corporate Governance Committee. Two vacancies currently exists on the Corporate
Governance Committee. The Corporate Governance Committee did not hold any
meetings during the most recently completed financial year.

8

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Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act) requires our directors, executive officers, and
persons who own more than 10% of our common stock to file reports of ownership
and changes in ownership of our common stock with the SEC. Based solely on our
review of forms 3, 4 and 5 and amendments thereto furnished to the Company
during its most recent fiscal year, the following directors, officers and person
beneficially owning greater than 10% of the companys equity securities failed
to timely file reports required by Section 16(a) of the Exchange Act during the
most recent fiscal year or prior fiscal years:

Paul Goldenberg failed to timely file his Form 4 in connection
with the issuance of shares of common stock to him. Alexander Buehler failed to
timely file his Form 3 is in connection with his appointment to the Board and
his Form 4 in connection with the grant of stock options. Dennis Raefield failed
to timely file his Form 4s in connection with the issuance of shares of common
stock to him. Stephen Pineau failed to timely file his Form 4 in connection with
the issuance of shares of common stock to him.

The number of Forms 3, 4 and 5 and the number of transactions
that were not filed timely are as follows: Paul Goldenberg (1 form, 1
transaction); Alexander Buehler (1 form, 1 transaction); Dennis Raefield (2
forms, 2 transactions); and Stephen Pineau (1 form, 1 transaction).

Code of Ethics

We have not adopted a formal code of ethics as of the date of
this report. We are currently in the process of adopting a Code of Ethics.

9

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Item 11. Executive Compensation

The following table sets forth the compensation paid to our
named executive officers at the end of the fiscal years ended December 31, 2014
and 2013. Individuals we refer to as our named executive officers include our
Chief Executive Officer and our most highly compensated executive officers whose
salary and bonus for services rendered in all capacities exceeded $100,000
during the fiscal year ended December 31, 2014. This information includes the
dollar value of base salaries, bonus awards and number of stock options granted,
and certain other compensation, if any.

Summary Compensation Table

Non-Equity
    
    
    NonqualifiedIncentive
    
    
    Deferred
    
    
    AllName and
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    OtherPrincipal
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Stephen Pineau
    
    2013
    
    
    117,000
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    117,000Former Chief Executive
      Officer, Chief Financial Officer and President (1)
    
    2014
    
    
    47,250
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    47,250Dennis Raefield
    
    2013
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Director and Former Chief
      Executive Officer, President, Secretary and Chairman
      (2)
    
    2014
    
    
    164,184
    
    
    0
    
    
    33,333
    
    
    810,233
    
    
    0
    
    
    0
    
    
    189,358
    
    
    1,197,098Les Fong
    
    20131
    
    
    85,000
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    85,000Former Principal Accounting
      Officer and Controller
    
    2014
    
    
    95,000
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    95,000


|(1) | On March 31, 2002, the Company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 served as President and Chief
      Executive Officer of Viscount Communication. The agreement provides for a
      current annual base salary of $117,000. The initial term for Mr. Pineaus
      agreement was one year with automatic renewal unless a minimum 30 days
      notice is given by Viscount Communication of its intentions not to renew
      the agreement.                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | On February 17, 2014, the Company entered into an
      employment agreement with Dennis Raefield, pursuant to which Mr. Raefield
      serves as President, Chief Executive Officer, Chairman, and Secretary of
      Viscount and Viscount Communication. The agreement provides for an initial
      annual salary of $175,000, an annual bonus of up to 50% of Mr. Raefields
      base salary, and stock options equal to 3.99% of Viscounts issued and
      outstanding on a fully diluted basis. Mr. Raefield resigned from his
      position as Chairman of the Board on February 2015, and resigned from his
      position as Chief Executive Officer, President and Secretary of the
      Company on July 13, 2015.

Incentive Plan Awards

The Company has an Incentive Plan in place. However, there were
no awards made under any incentive plan to the named executive officers during
the Companys most recently completed fiscal year. An Incentive Plan is a plan
providing compensation that depends on achieving certain performance goals or
similar conditions within a specified period.

10

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Director Compensation

Fees earned
    
    
    
    
    
    
    
    
    Optionor paid in cash
    
    
    Stock awards
    
    
    Bonus
    
    
    Awards
    
    
    All Other Compensation
    
    
    TotalName
    
    ($) (1)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($) (2)
    
    
    ($)Dennis Raefield
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    10,000Robert Liscouski
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    54,445
    
    
    64,445Paul Goldenberg
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    54,445
    
    
    64,445Stephen Pineau
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    10,000Alexander Buehler
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    25,004
    
    
    35,004Geoffrey Arens
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    20,259
    
    
    30,359Ned Siegel
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    55,769
    
    
    65,769Paul Brisgone
    
    10,000
    
    
    0
    
    
    0
    
    
    0
    
    
    54,445
    
    
    64,445


(1)    Directors of the Company are compensated
$10,000 per year and all related travel expenses for services provided as a
director or members of committees of the Board.

(2)    Compensation listed in this column
includes mostly warrants issued to Board members in 2014, valued at the grant
date using Binomial or Black Scholes Model.

11

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

The following table sets forth certain information with respect
to the beneficial ownership of our common stock and Series A Convertible
Preferred Stock as of April 30, 2015 for: (i) each of our directors; (ii) each
of our executive officers; (iii) all of our directors and executive officers as
a group; and (iv) all persons, to our knowledge, are the beneficial owners of
more than five percent (5%) of the outstanding shares of common stock.
Beneficial ownership is determined in accordance with the rules of the SEC, and
includes voting or investment power with respect to the securities.

Except as indicated in footnotes to this table, we believe each
person named in this table had sole voting and investment power with respect to
the shares of common stock and Series A Convertible Preferred Stock set forth
opposite such persons name as of April 30, 2015. Percentage ownership of common
stock is based on 126,047,236 shares of common stock outstanding on April 25,
2015 (plus 27,224,661 votes, which is the number of votes the holders of Series
A Preferred Stock have) plus any shares that such person may receive upon
exercise of options or warrants which were exercisable within 60 days of April
25, 2015. Percentage ownership of Series A Convertible Preferred Stock is based
on 1,298 shares of Series A Convertible Preferred Stock outstanding as of April
30, 2015.

Name of
      Beneficial Owner (1)
    Common Stock Beneficially Owned(2)
    Percent of Common Stock
    Series A
      Convertible Preferred Stock Beneficially Owned (3)
    Percent of Preferred stock Beneficially
      OwnedDennis Raefield
    12,002,006 (4)
    7.31%
    -
    -Robert Liscouski
    1,260,000
    *%
    -
    -Paul
      Goldenberg
    635,000
    *%
    -
    -Alexander Buehler
    250,000
    *%
    -
    -Geoffrey Arens
    6,395,282 (5)
    4.11%
    204 (6)
    15.72 %Ned
      L. Siegel
    1,618,202
    1.05%
    -
    -Les
      Fong
    3,000,000
    1.92%
    -
    -Jim
      Cacioppo
    34,138,186 (7)
    20.87%
    932 (8)
    71.83%Directors and officers as a group (8 persons)
    59,298,676
    32.45%
    1,136
    87.55%


* Less than 1 percent.

(1)   Unless otherwise indicated, the address of each
person is Viscount Systems, Inc., 4585 Tillicum Street, Burnaby, British
Columbia, Canada, V5J 5K9.

(2)   Unless otherwise indicated, all ownership is
direct beneficial ownership.

(3)   Each holder of Series A Convertible Preferred
Stock listed in the table shall be entitled to vote along with the holders of
common stock on any matter brought before holders of the Companys common stock.
Each holder shall be entitled to the number of votes for each share of Series A
Preferred Stock owned at April 30, 2015 equal to the number of shares of common
stock which such shares of Series A Convertible Preferred Stock are convertible
into at such time. Accordingly, Mr. Arens has 3,016,116 votes for the 204 shares
of Series A Preferred Stock that he holds at April 30, 2015, and Mr. Cacioppo
has 21,199,154 votes for the 932 shares of Series A Preferred Stock that he
holds at April 30, 2015.

(4) Represents (i) 1,055,556 shares of common stock held by Mr. Raefield; (ii) 9,161,450 shares of common stock issuable to Mr. Raefield upon exercise of stock options held by Mr. Raefield; and (iii) 1,785,000 shares of common stock issuable to Mr. Raefield upon exercise of warrants held by Mr. Raefield.

(5) Represents (i) 1,111,111 shares of restricted common stock
held by Dendera Capital Fund LP (Dendera); (ii) 2,018,055 shares of common
stock issuable to Dendera upon exercise of warrants held by Dendera; (iii)
3,016,116 shares of common stock issuable to Dendera upon conversion of 204
shares of Series A Preferred Stock held by Dendera; and (iv) 250,000 shares of
common stock issuable to Mr. Arens upon exercise of warrants held by Mr. Arens.
Mr. Arens is the Managing Partner of Dendera Capital Fund LP. Mr. Arens
disclaims beneficial ownership of the securities held by Dendera Capital Fund
LP, except to the extent of his pecuniary interest therein. The business address
of Dendera Capital Fund LP is 1325 Avenue of the Americas, 8th Floor, New York,
New York 10019.

12

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(6)   The Company issued to Dendera 204 shares of
Series A Convertible Preferred Stock on March 3, 2015. Mr. Arens disclaims
beneficial ownership of the securities held by Dendera, except to the extent of
his pecuniary interest therein.

(7)   Represents (i) 2,614,163 shares of restricted
common stock held by OEP Opportunities, L.P. (OEP); (ii) 10,324,869 shares of
common stock issuable to Mr. Cacioppo upon exercise of warrants held by Mr.
Cacioppo; and (iii) an aggregate of 21,199,154 shares of common stock issuable
to One East Partners Master LP (OEPM) and OEP upon conversion of 313 and 619
shares of Series A Preferred Stock held OEPM and OEP, respectively. Mr. Cacioppo
is a principal of both of these entities. Mr. Cacioppo disclaims beneficial
ownership of the securities held by both of these entities, except to the extent
of his pecuniary interest therein. The business address of both One East
Partners Master LP and OEP Opportunities, L.P is 1 East 57th Street,
10th Floor, New York, New York 10022.

(8)   Represents 313 shares of Series A Convertible
Preferred Stock held by OEPM, and 619 shares of Series A Convertible Preferred
Stock held by OEP. Mr. Cacioppo is a principal of both of these entities. Mr.
Cacioppo disclaims beneficial ownership of the securities held by both of these
entities, except to the extent of his pecuniary interest therein.

Securities Authorized for Issuance under Equity Compensation
Plans

The following table sets out information as of the end of the
fiscal year ended December 31, 2014 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
    116,362,843
    0.12
    1,306,135Equity Compensation Plans Not
      Approved by Security Holders
    0
    0
    0Total:
    116,362,843
    0.12
    1,306,135


As of December 31, 2014, The Company issued 1,072.575 preferred
shares with 23,719,967underlying common shares, 80,890,801 warrants with
weighted average exercise price of $0.12, and 11,752,075 stock options with
weighted average exercise price of $0.12.

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

Except as disclosed below, none of the following persons has
any direct or indirect material interest in any transaction to which we are a
party since the beginning of the Companys last fiscal year or in any proposed
transaction to which we are proposed to be a party:

| | (A) | Any of our directors or officers;                   
| | --- | ----------------------------------------------------
| | (B) | Any proposed nominee for election as our
  director;

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| | (C) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our common
      stock; or                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (D) | Any relative or spouse of any of the foregoing persons,
      or any relative of such spouse, who has the same house as such person or
      who is a director or officer of any parent or subsidiary of our
      company.

Item 14. Principal Accountant Fees and Services

The aggregate fees billed for the fiscal years ended December
31, 2014 and 2013 for (i) professional services rendered by the principal
accountant, Dale Matheson Carr-Hilton Labonte LLP, for the audit of its annual
financial and review of financial statements included in Form 10-Q (Audit
Fees), (ii) assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the financial
statements and not reportable under Audit Fees (Audit Related Fees) (iii) tax
compliance, advice, and planning (Tax Fees), and (iv) other products or
services provided (Other Fees):

|                   |   | Years ended December 31, | 
|------------------ | - | ------------------------ | 
|                   |   | 2014                     | 
|Audit Fees         | $ | 100,000                  | 
|Audit Related Fees |   | -                        | 
|Tax Fees           |   | 7,500                    | 
|All Other Fees (1) |   | -                        | 
|Total              | $ | 107,500                  | 

| | (1) | Other Fees These fees are for financial
      statement audits of acquired and targeted
companies.
| | --- | ---------------------------------------------------------------------------------------------------

Reliance on Certain Exemptions

The Company has not relied on the exemptions contained in
sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the
requirement that the audit committee must pre-approve all non-audit services to
be provided by the auditor, where the total amount of fees related to the
non-audit services are not expected to exceed 5% of the total fees payable to
the auditor in the fiscal year in which the non-audit services were provided.
Section 8 permits a company to apply to a securities regulatory authority for an
exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedure for Audit Services

The Committee has not adopted specific policies and procedures
for the engagement of non-audit services. Subject to the requirements of NI
52-110, the engagement of non-audit services is considered by the Board, and
where applicable the audit committee, on a case-by-case basis. 100% of services
under tax fees were approved by the audit committee.

14

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PART IV.

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

|(b) | Exhibits:
|--- | ---------

|Exhibit No. | Description of
      Exhibit                                                                            | Manner of Filing        
|----------- | ------------------------------------------------------------------------------------------------------- | ------------------------
|            |                                                                                                         |                         
|31.1        | Certification Pursuant to Rule
      13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 | Filed herewith          
|            |                                                                                                         |                         
|32.1        | Section 1350 Certification of
      the Principal Executive Officer and Principal Financial Officer     | Furnished
      herewith

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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, on
February 3, 2016.

| | VISCOUNT SYSTEMS, INC.
| | ----------------------
| |                       
| | By: /s/               
| | Name:                 
| | Title:                
| |                       

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on the dates indicated.

|    | Signature                   |  | Title                               | Date            
|--- | --------------------------- |  | ----------------------------------- | ----------------
|    |                             |  |                                     |                 
|By: | /s/
      Scott Sieracki    |  | Chief Executive Officer             | February 3, 2016
|    | Scott Sieracki              |  | (Principal Executive, Financial and |                 
|    |                             |  | Accounting Officer)                 |                 
|    |                             |  |                                     |                 
|By: | /s/
      Ned L. Siegel     |  | Director and Non-Executive          | February 3, 2016
|    | Ned L. Siegel               |  | Chairman of the Board               |                 
|    |                             |  |                                     |                 
|    |                             |  |                                     |                 
|By: | /s/
      Craig Nemiroff    |  | Director                            | February 3, 2016
|    | Craig Nemiroff              |  |                                     |                 
|    |                             |  |                                     |                 
|    |                             |  |                                     |                 
|By: | /s/
      Jim Cacioppo      |  | Director                            | February 3, 2016
|    | Jim Cacioppo                |  |                                     |                 
|    |                             |  |                                     |                 
|    |                             |  |                                     |                 
|By: | /s/
      Alexander Buehler |  | Director                            | February 3, 2016
|    | Alexander Buehler           |  |                                     |                 
|    |                             |  |                                     |                 
|    |                             |  |                                     |                 
|By: | /s/
      Geoffrey Arens    |  | Director                            | February 3, 2016
|    | Geoffrey Arens              |  |                                     |                 

16

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