As filed with the Securities and Exchange Commission on December 30, 2003
Registration No. 333-________

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

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VISCOUNT SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada	88-0498783
(State or Other Jurisdiction of	(IRS Employer Identification
Incorporation or	Number)
Organization)

     4585 Tillicum Street
Burnaby , British Columbia
CANADA V5J 3J9
(604) 327-9446
(Address and Telephone Number of Principal Executive Offices)

2003 STOCK OPTION PLAN

(Name, address and telephone	With Copies to:	And to:
number of agent for service)
	Stephen Pineau	Edward L. Mayerhofer
Nevada Agency and Trust Co.	President and Director	Morton & Company
50 West Liberty St., Suite 880	Viscount Systems Inc.	Barristers & Solicitors
Reno, Nevada 89501	4585 Tillicum Street	1200 - 750 West Pender Street
	Burnaby, British Columbia	Vancouver, British Columbia
	CANADA V6C 1Z7	CANADA V6C 2T8
(775) 322-0626	(604) 327-9446	(604) 681-1194

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
	Amount	Offering	Aggregate	Amount of
Title of Each Class of	to be	Price Per	Offering	Registration
Securities to be Registered(1)	Registered	Share	Price	Fee
Viscount Systems, Inc
2003 Stock Option Plan
Common Stock $0.001 par value	2,375,000	$0.12(2)	$285,000	$23.06
Common Stock $0.001 par value	225,000	$0.61(3)	$137,250	$11.10
TOTAL	2,600,000		$422,250	$34.16

(1)	Consists of common shares of Viscount to be issued or delivered under the Viscount Systems, Inc. 2003 Stock Option Plan. Pursuant to Rule 416(a), this Registration Statement also covers additional securities that may be offered as a result of stock splits, stock dividends or similar events.
(2)	Represents the exercise price of options granted pursuant to the Viscount Systems, Inc. 2003 Stock Option Plan, which are outstanding and unexercised as at the date of this registration statement.
(3)	Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, for options not yet granted, and based upon the average of the high and low trading prices for the common shares of Viscount as reported on the OTC BB on December 23, 2003.

EXPLANATORY NOTE

We have prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 2,600,000 common shares of Viscount Systems, Inc. (“Viscount”) which have been reserved for issuance under Viscount Systems, Inc.’s 2003 Stock Option Plan (the “Plan”).

This Registration Statement also registers the reoffer and resale of up to 2,030,000 common shares by certain selling shareholders of Viscount who may acquire such common shares upon exercise of their options granted pursuant to the Plan. All such common shares, when acquired by the selling shareholders, will be deemed to be “control securities” as defined in the instructions to Form S-8. These securities may be reoffered and resold on a continuous or delayed basis in the future under Rule 415 of the Securities Act. The number of shares included in the reoffer represents the total shares that may be acquired upon exercise of options granted to the selling shareholders, and does not represent a present intention to sell all such shares. All sales of “control securities” will be subject to volume limitations as described in the “reoffer prospectus” forming part of this Form S-8.

This Registration Statement contains two parts. The first part contains a “reoffer prospectus” prepared in accordance with Part I of Form S-3 under the Securities Act. The second part contains information required in the Registration Statement pursuant to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the information relating to the Plan specified by Part I of Form S-8 is not filed with the United States Securities and Exchange Commission (the “Commission”), but documents containing such information have been or will be sent or given to employees as specified by Rule 428(b)(1). Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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[OUTSIDE FRONT COVER PAGE]

This Prospectus is not an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any state, province or other jurisdiction where the offer or sale would be unlawful.

PROSPECTUS

VISCOUNT SYSTEMS, INC.

2,030,000 COMMON SHARES

This reoffer prospectus relates to 2,030,000 common shares reserved for issuance upon exercise of stock options granted pursuant to our 2003 Stock Option Plan. These common shares may be offered and sold to the public by the selling shareholders named herein, who may in the future acquire the common shares under the Plan. The selling shareholders may not have a present intention to sell all or any shares acquired under the Plan and sales by the selling shareholders are subject to volume limitations.

The price at which a selling shareholder may sell a common share will be determined by the prevailing market price for a common share or through a privately negotiated transaction. Viscount will not receive any of the proceeds from the sale of the common shares, however we will receive the proceeds from the exercise by the selling shareholders of the options granted under the Plan.

Our common stock is not listed on a U.S. national securities market or the Nasdaq Stock Market. Our common stock is quoted on the Over-the-Counter Bulletin Board under the trading symbol “VSYS”.

The mailing address of our principal executive offices is 4585 Tillicum Street, Burnaby, British Columbia, V5J 3J9 and our telephone number is (604) 327-9446.

YOU SHOULD CAREFULLY CONSIDER THE RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON SHARES, WHICH ARE DISCUSSED BEGINNING ON PAGE 3 OF THIS PROSPECTUS UNDER THE HEADING "RISK FACTORS/FORWARD-LOOKING STATEMENTS."

The common shares offered or sold under this Prospectus have not been approved or disapproved by the United States Securities and Exchange Commission or any state securities commission, nor have these organizations determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offence.

The date of this Prospectus is December 24, 2003.

NOTE: No person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by us, the selling shareholder or by any other person. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information herein is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

	Page
VISCOUNT SYSTEMS, INC	3
RISK FACTORS	3
FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	5
DILUTION	5
PLAN OF DISTRIBUTION	5
SELLING SHAREHOLDERS	6
FURTHER INFORMATION	7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	8
DISCLOSURE OF COMMISSION POSITION ON INDEMNITY	9

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VISCOUNT SYSTEMS, INC.

We are a manufacturer and distributor of intercom and access control security products including our Enterphone® line of products. Our intercom and access control systems are installed in buildings throughout North America. Most of our current revenues are generated from the manufacture and distribution of these products. Our product line also includes our EmerPhone® products, being emergency wireless telephones that provide emergency communications in remote locations such as parking lots and highways.

We have also commercially released several MESH™ modules. MESH™ (Multi-media Embedded Security Hub) is our proprietary new technology which is designed to revolutionize the way in which building management and control systems are installed and operated. The MESH™ concept is designed to replace existing access control products that are based on an industry wide technology that is thirty years old. Our MESH™ technology is being developed and commercially released in modules. Each module operates on a common software platform and is capable of networking with other MESH™ modules, and requiring only a commercially available host computer for data retrieval, monitoring and operational adjustments. MESH™ technology also permits webcentric communications with the modules, permitting remote monitoring and operation of building control systems. MESH™ installations use minimal hardware when compared to traditional systems, and as a result reduce installation costs. MESH™ reduces the burden on the host computer as modules are “intelligent”, meaning they perform decision making and data analysis functions largely independent of the host computer. In addition, modules operate on the same software platform, permitting communications between various building control systems and the host computers without the need for special integration systems or software. The result is convergence and simplification of building management and control functions, at significantly reduced installation costs.

Currently we have commercially released four of our MESH™ modules, including our MESH™ Panels, MESH™ Video, MESH™ Pedestals and MESH™ Access Control. We have also completed the development of our MESH™ Elevator Control Module. Future components and control system modules will be released when available.

We also provide support and maintenance services to over 2,000 Enterphone® customers in Western Canada as a result of the acquisition of maintenance contracts from Telus Corporation which completed in September of 2003.

Our business is principally operated through our wholly owned subsidiary, Viscount Communication & Control Systems Inc.

RISK FACTORS

You should carefully consider the following factors and other information in this prospectus and in our quarterly and annual reports on Forms 10-QSB and 10-KSB when you evaluate our business and the forward-looking statements that we make in this prospectus.

Our commercially released MESH modules are in the early stage of commercial release and have little or no established record of sales. We cannot be certain that the market will accept our new MESH™ technology as necessary to generate an economically viable level of sales. We may not be successful at achieving a profitable level of sales of our MESH technology.

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Our ability to achieve significant growth is largely contingent upon the success of our MESH technology. The building access control industry is currently based upon well established and reliable technology that our MESH™ technology is designed to replace. Our new technology has only recently been available commercially and as a consequence we have little data on which to establish a track record of market acceptance and sales. It is too soon to determine whether we will be able to gain a significant level of commercial acceptance of our MESH™ product. If we are unsuccessful at marketing and selling our MESH™ modules in sufficient quantities, we may not be able to achieve significant or sustained growth, and as a result the value of an investment in our common stock may decrease.

Other companies with greater resources than we have are currently developing or have commercially available products that use similar technology to our MESH™ product, and we may lose potential market share as a result.

Our MESH™ access control product is based on intelligent access modules, which use commercially available programmable microchip technology. Due to increasing availability and decreasing price of programmable microchips, the development and commercialization of “intelligent” access control systems is not unique to us. There are other companies that have developed or are developing similar products that use intelligent cards and card readers that will be competing with us in the access control industry. These competitors may have substantially greater financial, technical, marketing, and management resources than we have. Our ability to compete successfully will depend on several factors including timing of taking our MESH product to market and our ability to educate and use existing sales channels and develop new sales channels. To the extent that our requirement for additional financing may cause delays in the marketing of our MESH product, this may provide some of our better funded competitors with a competitive advantage in their ability to access the markets before us. To the extent that our competitors have more resources to market products based on similar technology, we may lose market share which would decrease the value of an investment in our common stock, or may cause the value of an investment in our common stock to decrease.

The loss or unavailability of Stephen Pineau, our President and Chief Executive Officer for an extended period of time could adversely affect our business operations and prospects.

Our success depends, to a significant degree, upon the effort and skill of Stephen Pineau, our president and chief executive officer. We do not maintain key man insurance on Mr. Pineau. Due to his knowledge of our operations and products, the loss, incapacity, or unavailability of Mr. Pineau could have a material adverse effect on the business, financial condition or results of our operations, which would likely result in a decrease in the value of an investment in our common stock.

Because our common stock trades at prices below US$5.00 per share, and because we are not listed on a national exchange, there are additional regulations imposed on broker-dealers trading in our shares that may make it more difficult for you to resell our shares.

Because of rules that apply to shares with a market price of less than US$5.00 per share, known as the “penny stock rules”, investors in this offering will find it more difficult to sell their securities. The penny stock rules currently apply to trades in our shares. These rules in most cases require a broker-dealer to deliver a standardized risk disclosure document to a potential purchaser of the securities, along with additional information including current bid and offer quotations, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

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Our directors and officers hold approximately 26% of our common stock and acting together may have the ability to control management and affairs of Viscount and to deter changes in control.

Our directors and officers collectively hold approximately 26% of our current issued and outstanding voting shares. As a result, such persons, acting together, may have the ability to control most matters submitted to our stockholders for approval, including the election and removal of directors, and to control the management and affairs of Viscount. In addition, our Articles of Incorporation include provisions that management can use to retain control over Viscount. Accordingly, such concentration of ownership, coupled with management friendly anti-takeover provisions, may have the effect of delaying, deferring or preventing a change in control of Viscount, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which limits the ability of our stockholders to participate in opportunities that may increase the value of their stock.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements. We intend to identify forward-looking statements in this prospectus using words such as “anticipates”, “believes”, “plans”, “expects”, “future”, “intends” or similar expressions. These statements are based on our beliefs as well as assumptions we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. Some, but not all, of the factors that may cause these differences include those discussed in the Risk Factors section. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of our common stock by the selling shareholders. We will receive proceeds from the selling shareholders upon their exercise of options to acquire the common stock being offered hereunder. Because the timing of our receipt of these proceeds is uncertain, we have no specific plan for their use. The options were granted pursuant to the Plan.

DILUTION

Because the selling shareholders will offer and sell the common shares covered by this prospectus at various times at prices and at terms then prevailing or at prices related to the then current market price or in negotiated transactions, we have not included information about the dilution (if any) to the public arising from these sales.

PLAN OF DISTRIBUTION

The sale or distribution of the common stock covered by this prospectus may be effected directly to purchasers by the selling shareholders from time to time in the over-the-counter market at prices determined by them at the time of sale. Trades may also be effected through securities dealers authorized to post quotations on the Over-the-Counter Bulletin Board. The shares may be sold by one or more of the following methods: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares of common stock as an agent, but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resales by that broker or dealer for its own account pursuant to this prospectus; (c) an over-the-counter sale in accordance with the

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rules applicable to such sales; (d) in ordinary brokerage transactions or transactions in which the broker solicits purchasers; (e) in transactions otherwise than on any stock exchange or in the over-the-counter market; and (f) pursuant to Rule 144. Any of these transactions may be effected at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale or at negotiated or fixed prices, in each case as determined by the selling shareholder, or by agreement between the selling shareholder and underwriters, brokers, dealers or agents, or purchasers. There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them.

In effecting sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling shareholders in amounts to be negotiated prior to the sale. The selling shareholders, and any brokers, dealers or agents that participate in the distribution of the shares may be deemed to be underwriters, and any profit on the sale of the common stock by them and any discounts, concessions or commissions received by any underwriters, brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act.

Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met.

Under applicable rules and regulation under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the common stock may not simultaneously engage in market making activities with respect to our common stock for a specified period prior to the commencement of such distribution.. In addition, each Selling Shareholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the Selling Shareholders. We will make copies of this Prospectus available to the Selling Shareholders and have informed them of the need for delivery of copies of this Prospectus to purchasers at or prior to the time of any sale of the common stock.

A prospectus has not been filed in connection with the offering an sale of the common stock by the Selling Shareholders with any securities commission or other regulatory authority of any province or territory of Canada. The common stock offered hereunder may no knowingly be sold or otherwise traded in Canada, unless an exemption from the registration and prospectus requirements of applicable provincial or territorial laws of Canada is available and complied with or, the trade is made by a person registered under such applicable laws, and a prospectus if filed with and receipted by the applicable securities regulator, as may be required under such laws.

The offer and sale of our common stock offered under this prospectus will commence promptly upon the date of this prospectus in those jurisdictions where we are legally permitted to offer and sell the common stock. We will continue the offering until all of the shares are sold or until we terminate the offering. There are no pre-existing contractual agreements for any person to purchase the shares.

SELLING SHAREHOLDERS

The common shares to which this prospectus relates are being registered for reoffers and resales by the selling shareholders who may acquire such common shares under the Plan as applicable. The shares acquired by such selling shareholders pursuant to the Plan will constitute “control securities”, and as such require the use of this reoffer prospectus in order to be resold. “Control securities” include securities

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acquired under a registration statement by affiliates of the company. Control securities may be included in a reoffer prospectus only if they have been or will be acquired by the selling security holder pursuant to an employee benefit plan.

The selling shareholders of Viscount named below may use this reoffer prospectus to offer and sell the number of control securities listed below upon exercise of their options granted pursuant to the Plan. The number of control securities listed below represents the maximum number of shares that may be acquired and subsequently reoffered, upon exercise of stock options, by the named individuals. The below amounts should not be construed as a present intention to sell the number of shares being registered for reoffer.

Name of Selling Shareholder	Number of Shares Beneficially Owned Prior to the Offering	Maximum Number of Shares being Offered	Number of Shares Beneficially Owned After Offering	Percentage of Shares Beneficially Owned After Offering[5]
Stephen Pineau President, CEO and Director	2,747,875[1]	990,000[4]	1,757,875	11.56%
Greg Shen Chairman of the Board and Director	4,155,875[2]	900,000[4]	3,255,875	21.42%
Les Fong Chief Financial Officer	75,000[3]	50,000[4]	25,000	0.33%

[1]	This number includes 531,875 shares not currently outstanding but immediately issuable upon exercise of options granted pursuant to the 2001 Stock Option Plan, and 990,000 shares not currently outstanding but immediately issuable upon exercise of options granted pursuant to the 2003 Stock Option Plan.
[2]	This number includes 481,875 shares not currently outstanding but immediately issuable upon exercise of options granted pursuant to the 2001 Stock Option Plan, and 900,000 shares not currently outstanding but immediately issuable upon exercise of options granted pursuant to the 2003 Stock Option Plan. This number also includes 90,000 stock options held by Theresa Shen, the wife of Greg Shen.
[3]	This number includes 25,000 shares not currently outstanding but immediately issuable upon exercise of options granted pursuant to the 2001 Stock Option Plan and 50,000 shares not currently outstanding but immediately issuable upon exercise of options granted pursuant to the 2003 Stock Option Plan.
[4]	These shares may be reoffered upon exercise of the options granted to the named selling shareholders pursuant to the 2003 Stock Option Plan.
[5]	Calculated based on 15,201,250 shares issued and outstanding plus the maximum number of shares issuable upon the exercise of options by each selling shareholder.

Sales of shares under this prospectus by each of the selling shareholders named above within any three month period may not exceed 1% of the then outstanding shares of our common stock.

ADDITIONAL INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any of the information on file with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the Public Reference Room. In addition, the Commission maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. We began filing documents with the Commission electronically September 5, 2001. Our

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filings with the Commission are also available to the public from commercial document retrieval services. Some of our filings are available at http://www.viscount.com.

We filed a Registration Statement on Form S-8 to register with the Commission the common shares offered by this Prospectus. This document is a part of that Registration Statement and constitutes a prospectus of Viscount. As permitted by Commission rules, this document does not contain all the information you can find in the Registration Statement or exhibits to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is deemed to be part of this document, except for any information superseded by information in this document or a document subsequently filed by us. This document incorporates by reference the documents set forth below that we have previously filed with the Commission. These documents contain important information about us and our financial performance.

Filings of Viscount (Commission File No. 0-49746)	Period/Date
Annual Report on Form 10-KSB Quarterly Reports on Form 10-QSB Section entitled “Description of Securities” on Page 29 of the registration statement on Form SB-2 (Commission File No. 333-68998), as amended, which was incorporated by reference into Viscount’s registration statement on Form 8-A dated April 23, 2002.	Year ended December 31, 2002 Periods ended March 31, 2003; June 30, 2003 and September 30, 2003. Filed with the SEC on November 9, 2001

In addition, all documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to our latest 10-KSB and prior to the termination of the offering, shall be deemed to be incorporated by reference into this Prospectus.

Copies of these filings, excluding all exhibits unless an exhibit has been specifically incorporated by reference in this document, are available from us, at no cost, by writing or telephoning us at:

Mr. Les Fong, Chief Financial Officer
Viscount Systems, Inc.
4585 Tillicum Street
Burnaby, British Columbia
Canada V6C 1Z7
Tel. (604) 327-9446

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have authorized no one to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of

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any date other than the date on the front of that document, regardless of the time of delivery of this prospectus or of any sale of common shares.

DISCLOSURE OF COMMISSION POSITION ON INDEMNITY

As authorized by Section 78.751 of the Nevada General Corporation Law, we may indemnify our officers and directors against expenses incurred by such persons in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably believed to be in our best interests. If the legal proceeding, however, is by or in our right, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his duty to us unless a court determines otherwise.

Under Nevada law, corporations may also purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer (or is serving at the request of Viscount as a director or officer of another corporation) for any liability asserted against such person and any expenses incurred by him in his capacity as a director or officer. These financial arrangements may include trust funds, self-insurance programs, guarantees and insurance policies.

Our Articles of Incorporation provide that we will indemnify our directors to the full extent permitted by applicable corporate law now or hereafter in force. However, such indemnity shall not apply if the director did not (a) act in good faith and in a manner the director reasonably believed to be in or not opposed to our best interests, and (b) with respect to any criminal action or proceeding, have reasonable cause to believe the director’s conduct was unlawful. We will advance expenses for such persons pursuant to the terms set forth in the By-laws, or in a separate Board resolution or contract.

Our By-laws provide that our officers and directors shall be indemnified and held harmless against all losses, claims, damages, liabilities, expenses (including attorney’s fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was a director or officer, or he or she was serving at our request as a director, officer, partner, trustee, employee or agent.

Such indemnification shall continue as to an indemnitee who has ceased to be a director or officer of Viscount and shall enure to the benefit of the indemnitee’s heirs, executors and administrators.

The effect of these provisions is potentially to indemnify Viscount's directors and officers from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with Viscount.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Viscount pursuant to the foregoing provisions, or otherwise, Viscount has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents or extracts of documents, which previously have been filed by Viscount with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof:

(a)	Viscount's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, filed with the Commission on March 31, 2003;
(b)	The section entitled “Description of Securities” contained on page 29 of Viscount’s registration statement on Form SB-2 filed with the Commission (Commission File No. 333-68998) on November 9, 2001, which was incorporated by reference in Viscount’s registration statement on Form 8-A filed April 24, 2002.
(c)	All other reports filed by Viscount pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
(d)	All documents filed by Viscount pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold, such documents to form a part hereof, commencing on the respective dates on which the documents are filed.

For purposes of this Registration Statement, any document or any statement deemed to be incorporated by reference herein or contained in an Incorporated Document shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The information with respect to the indemnification of Directors and Officers is incorporated from Viscount’s reoffer prospectus accompanying this Form S-8 in the section entitled “Disclosure of Commission Position on Indemnity”.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

The presently issued and outstanding stock options granted under the Plan were granted in reliance on Regulation S promulgated under the Securities Act of 1933, which provides an exemption from the registration requirements for securities offered and sold by an issuer to non-U.S. residents that were outside of the United States at the time the offer and sale was made. Pursuant to Interpretation G(61) of the SEC Manual of Publicly Available Telephone Interpretations, the shares underlying these options may be registered at any time prior to exercise.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit table in Item 601of Regulation S-B):

4.1	Articles of Incorporation (1)
4.2	Bylaws (1)
5.1	Opinion of Morton & Company
10.4	2003 Stock Option Plan(2)
23.1	Consent of J.H. Cohn LLP
23.2	Consent of KPMG LLP
23.3	Consent of Counsel (see Exhibit 5.1)

(1)	Incorporated by reference from the registrant’s registration statement on Form SB-2 filed with the Securities and Exchange Commission (Commission File No. 333-68998) on November 9, 2001.
(2)	Incorporated by reference from the registrant’s annual report on Form 10-KSB filed with the Securities and Exchange Commission (Commission File NO. 0-49746) on March 31, 2003.

ITEM 9. UNDERTAKINGS.
(1)	The undersigned Registrant hereby undertakes:
	(a)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.
		(iii)	To include any material information with respect to the plan of

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			distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
		provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Viscount pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
	(b)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(2)	The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Viscount pursuant to the foregoing provisions, or otherwise, Viscount has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Viscount of expenses incurred or paid by a director, officer or controlling person of Viscount in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Viscount will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Viscount certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burnaby, Province of British Columbia, Canada, on this 24th day of December, 2003.

VISCOUNT SYSTEMS, INC.

By: /s/ Stephen Pineau
______________________________
Stephen Pineau
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature and Title	Date
/s/ Stephen Pineau	December 24, 2003
Stephen Pineau
President, Chief Executive Officer and Director
/s/ Greg D.C. Shen	December 24, 2003
Greg D.C. Shen
Director
/s/ Les Fong	December 24, 2003
Les Fong
Chief Financial Officer

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