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

FORM 10-QSB

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

For the quarterly period ended September 30, 2005

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________

Commission File Number: 000-49746

VISCOUNT SYSTEMS, INC.
(Name of Small Business Issuer in its charter)

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

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

(604) 327-9446
Issuer’s telephone number

_________________________________________________________________
Former name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required to be filed by sections 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or
15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
YES ¨ NO ¨ N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

Check whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act.
YES ¨ NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest
practicable date:

As of October 17, 2005, the registrant’s outstanding common stock consisted of 16,010,575 shares.

Transitional Small Business Disclosure Format (Check one): YES ¨ NO x


PART I.      FINANCIAL INFORMATION

Safe Harbor Statement

Certain statements in this filing that relate to financial results, projections, future plans, events, or performance are forward-looking statements and involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and the Company assumes no obligation to update such forward-looking statements.

The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein. Unless otherwise noted as USD or U.S. dollars, all dollar references herein are in Canadian dollars. As at September 30, 2005, the foreign exchange rate certified by the Federal Reserve Bank of New York was CAD$1.0000 for USD$0.8601.

Item 1.      Financial Statements

1


VISCOUNT SYSTEMS INC.
Interim Condensed Consolidated Balance Sheets
(Expressed in Canadian dollars)

    September 30,     December 31,  
    2005     2004  
    (Unaudited)     (Audited)  
             
Assets            
             
Current assets            
 Cash and cash equivalents $  211,284   $  290,850  
 Trade accounts receivable, less allowance for doubtful accounts            
     of $87,025 at September 30, 2005 and $73,573 at December 31, 2004   931,574     656,527  
 Inventory (note 2)   901,938     898,843  
 Prepaid expenses   1,391     1,391  
 Leases receivable   887     198  
Total current assets   2,047,074     1,847,809  
             
Leases receivable   3,167     4,680  
             
Equipment, net (note 3)   103,660     115,848  
             
Intangible assets (note 4)   198,475     208,921  
             
Total assets $  2,352,376   $  2,177,258  
             
Liablilities and stockholders' equity            
             
Current liabilities            
 Bank indebtedness (note 5) $  60,538   $  104,670  
 Accounts payable and accrued liabilities   486,922     415,146  
 Deferred revenue   23,606     29,793  
 Due to stockholders (note 6)   292,402     292,402  
 Notes payable (note 7)   235,000     235,000  
Total liabilities   1,098,468     1,077,011  
             
             
Commitments and contingencies (note 10)            
             
Stockholders' equity            
 Capital stock (note 8)            
   Authorized:            
       100,000,000 common shares with a par value of US$0.001 per share            
       20,000,000 preferred shares with a par value of US$0.001 per share            
                   Issued and outstanding:            
       16,010,575 and 15,903,075 common shares   23,602     23,494  
 Additional paid-in capital   1,868,257     1,819,813  
 Accumulated deficit   (637,951 )   (743,060 )
Total stockholders' equity   1,253,908     1,100,247  
             
Total liabilities and stockholders' equity $  2,352,376   $  2,177,258  

See accompanying notes to interim condensed consolidated financial statements.

2


VISCOUNT SYSTEMS INC.
Interim Condensed Consolidated Statements of Operations
(Unaudited)
(Expressed in Canadian dollars)

    Three months ended     Nine months ended  
    September 30     September 30  
    2005     2004     2005     2004  
                         
                         
Sales $  1,318,153   $  1,239,485   $  3,822,103   $  3,427,884  
Cost of sales and services   575,725     457,773     1,666,159     1,283,492  
Gross profit   742,428     781,712     2,155,944     2,144,392  
                         
Expenses                        
     Selling, general and administrative   593,320     665,031     1,740,025     1,951,709  
     Research and development   74,221     44,069     251,361     145,799  
     Depreciation and amortization   10,607     17,724     27,226     29,380  
    678,148     726,824     2,018,612     2,126,888  
                         
Income before other items   64,280     54,888     137,332     17,504  
                         
Other items                        
     Other income   1,210     654     1,732     2,240  
      Interest and bank charges, net   (11,969 )   (9,957 )   (33,955 )   (34,098 )
    (10,759 )   (9,303 )   (32,223 )   (31,858 )
                         
Income (loss) before income taxes   53,521     45,585     105,109     (14,354 )
                         
     Provision (credit) for income taxes   -     -     -     -  
                         
Net income (loss) $  53,521   $  45,585   $  105,109   $  (14,354 )
                         
Basic net income (loss) per common share $  0.00   $  0.00   $  0.01   $  (0.00 )
                         
Diluted net income (loss) per common share $  0.00   $  0.00   $  0.01   $  (0.00 )
                         
Weighted average number of common shares outstanding,                        
     Basic   16,010,575     15,838,841     15,984,442     15,559,005  
     Diluted   18,118,739     18,595,573     18,092,606     18,315,737  

See accompanying notes to interim condensed consolidated financial statements.

3


VISCOUNT SYSTEMS INC.
Interim Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
(Expressed in Canadian dollars)

                Additional              
    Common Stock     paid-in              
    Shares     Amount     capital     Accumulated deficit     Total  
                               
                               
                               
Balance, January 1, 2005   15,903,075   $  23,494   $  1,819,813   $  (743,060 ) $  1,100,247  
                               
Stock issued for cash upon                              
     exercise of stock options   107,500     108     27,119     -     27,227  
Fair value of options issued                              
     for services               21,325           21,325  
Net income                     105,109     105,109  
                               
Balance, September 30, 2005   16,010,575   $  23,602   $  1,868,257   $  (637,951 ) $  1,253,908  

See accompanying notes to interim condensed consolidated financial statements.

4


VISCOUNT SYSTEMS INC.
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in Canadian dollars)

Nine months ended September 30, 2005 and 2004

    2005     2004  
             
             
             
             
Operating activities:            
 Net income (loss) $  105,109   $  (14,354 )
 Items not involving cash:            
     Depreciation and amortization   27,226     29,380  
     Selling, general and administrative expenses paid by stock options   21,325     34,661  
 Changes in non-cash working capital balances (note 9)   (211,729 )   (262,854 )
           Net cash used in operating activities   (58,069 )   (213,167 )
             
Investing activities:            
 Purchase of equipment   (4,592 )   (4,486 )
           Net cash used in investing activities   (4,592 )   (4,486 )
             
Financing activities:            
 Proceeds from (repayment of) bank indebtedness   (44,132 )   114,295  
 Repayment of stockholder loans   -     (156,000 )
 Repayment of notes payable   -     (30,000 )
 Proceeds from exercise of stock options   27,227     222,937  
           Net cash provided by (used in) financing activities   (16,905 )   151,232  
             
Decrease in cash and cash equivalents   (79,566 )   (66,421 )
             
Cash and cash equivalents, beginning of period   290,850     411,447  
             
Cash and cash equivalents, end of period $  211,284   $  345,026  
             
             
Supplementary information:            
 Interest paid $  17,607   $  12,591  
 Income taxes paid (recovered) $  -   $  (22,255 )

See accompanying notes to interim condensed consolidated financial statements.

5



VISCOUNT SYSTEMS INC.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in Canadian dollars)
Nine months ended September 30, 2005 and 2004
 

1. Basis of presentation
   

These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with instructions for Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for a complete set of annual financial statements. Readers of these statements should read the audited annual consolidated financial statements of the Company filed on Form 10-KSB for the year ended December 31, 2004 in conjunction therewith. Operating results for the periods presented are not necessarily indicative of the results that will occur for the year ending December 31, 2005 or for any other interim period.

 

 

The financial information as at September 30, 2005 and for the nine and three month periods ended September 30, 2005 and 2004 is unaudited; however, such financial information includes all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for the fair presentation of the financial information in conformity with accounting principles generally accepted in the United States of America. The accompanying condensed consolidated balance sheet as of December 31, 2004 has been derived from the audited consolidated balance sheet as of that date included in the Form 10-KSB.




VISCOUNT SYSTEMS INC.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in Canadian dollars)
Nine months ended September 30, 2005 and 2004
 

2. Inventory

    September 30,      December 31,   
    2005     2004  
             
             
Raw materials $  554,965   $  564,710  
Work in process   148,459     58,632  
Finished goods   198,514     275,501  
             
  $  901,938   $  898,843  

3. Equipment

          Accumulated        
          depreciation and     Net book  
September 30, 2005   Cost     amortization     value  
                   
Computer equipment $  110,838   $  65,941   $  44,897  
Office furniture and equipment   68,713     22,509     46,204  
Manufacturing equipment   28,360     27,789     571  
Leasehold improvements   46,814     34,826     11,988  
                   
  $  254,725   $  151,065   $ 103,660  

6



VISCOUNT SYSTEMS INC.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in Canadian dollars)
Nine months ended September 30, 2005 and 2004
 

3. Equipment (cont’d.)

          Accumulated        
          depreciation and     Net book  
December 31, 2004   Cost     amortization     value  
                   
                   
Computer equipment $  106,246   $  56,864   $  49,382  
Office furniture and equipment   68,713     18,815     49,898  
Manufacturing equipment   28,360     26,218     2,142  
Leasehold improvements   46,814     32,388     14,426  
                   
  $  250,133   $  134,285   $  115,848  

4. Intangible assets
   

On May 16, 2003, the Company consummated an agreement for the purchase of certain assets of Telus Corporation (“Telus”) comprised primarily of service agreements for a product sold by Telus known as “Enterphone 2000”. The Enterphone 2000 is a building access control system that uses a building’s internal phone wiring thereby avoiding the use of telephone utility services. Each customer that entered into a service agreement with Telus had to agree to assign the service agreement to the Company. The Company had agreed to pay Telus a specified amount from time to time through September 15, 2003, based on the number of customers that agreed to assign service agreements to it and, accordingly, the aggregate purchase price varied based on the number of assignments. At December 31, 2003, the Company had acquired 2,215 service agreements for which it paid a total of $208,921. The cost of the service agreements was included in intangible assets. The service agreements were initially deemed to have an indefinite life and were not amortized through March 31, 2005. The number of service agreements held by the Company decreased to 1,868 at December 31, 2004 and 1,797 and 1,786 at June 30, 2005 and September 30, 2005, respectively. During the second and third quarter of 2005, the Company performed a test for impairment in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) and evaluated the status of service agreements. Management determined that no charge for impairment was required but the continuing reduction in the number of service contracts held, including the 2% reduction in the second quarter, indicated that the intangible asset should be deemed to have a definitive life based on the provisions of SFAS 142. Accordingly, the Company began, effective as of April 1, 2005, to amortize the cost of the service agreements on a straight-line basis over an estimated useful life of 10 years. At September 30, 2005, the cost of the service agreements, net of accumulated amortization of $10,446 was $198,475.

7



VISCOUNT SYSTEMS INC.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in Canadian dollars)
Nine months ended September 30, 2005 and 2004
 

5. Bank indebtedness
 

 

Bank indebtedness represents cheques written in excess of funds on deposit and amounts drawn under a bank credit facility available to a maximum of $300,000. Amounts outstanding under the bank credit facility bear interest at the bank’s prime lending rate plus 1% and are repayable on demand. The facility is secured by substantially all of our assets under a general security agreement. The Company is required to maintain a current ratio greater than 1.5:1 and a debt to tangible net worth ratio less than 1.5:1 under the terms of the demand facility agreement. At September 30, 2005, the Company was in compliance with the ratio requirements.

 

 

6.

Due to stockholders

 

 

Amounts due to stockholders are non-interest bearing, unsecured and have no fixed terms of repayment.

 

 

7.

Notes payable

 

 

The notes payable to individuals bear interest at 8% per annum, are unsecured, and are due December 31, 2005. Principal prepayments are made at the discretion of the Board of Directors.

 

 

8.

Capital stock

 

 

A summary of the stock option activity is as follows:


  Number of options Weighted average
    Exercise price
Outstanding at January 1, 2005 3,296,925 $0.32
Granted - -
Exercised (107,500) 0.25
Expired/cancelled - -
Outstanding at September 30, 2005 3,189,425 0.32

The Company received gross proceeds of $27,227 from the exercise of stock options during the nine months ended September 30, 2005.

8



VISCOUNT SYSTEMS INC.
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in Canadian dollars)
Nine months ended September 30, 2005 and 2004
 

8. Capital stock (cont’d…)
   

During the nine months ended September 30, 2005, the Company recognized stock- based compensation expense from the amortization of the intrinsic value of stock options issued in prior periods to employees of $19,348 (2004 - $30,605) and recorded $1,977 (2004 - $4,056) relating to the fair value of stock options issued to non-employees. Total stock-based compensation of $21,325 (2004 – $34,661) has been recorded in selling, general and administrative expenses in the condensed consolidated statements of operations.

 

 

The Company accounts for its employee stock-based compensation arrangements using the intrinsic value method in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations. As such, compensation expense would be recorded on the date of grant only if the market value of the underlying stock at the date of grant exceeded the exercise price. Statement of Financial Accounting Standards No. 123, “Accounting for Stock- Based Compensation” (“SFAS 123”), requires entities that continue to apply the provisions of APB 25 for transactions with employees to provide pro forma income (loss) and pro for