SecProbe.io

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Mail Stop 3561

      							December 20, 2005

Stephen Pineau
President and Chief Executive Officer
4585 Tillicum Street
Burnaby, British Columbia
Canada, V5J 5K9

	Re:  Viscount Systems, Inc.
	Item 4.01 Form 8-K
      Filed December 15, 2005
	File No. 000-49746

Dear Mr. Pineau:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. We note that the letter provided by your former auditors,
included
as an exhibit to your Form 8-K filed on December 15, 2005, is
dated
September 15, 2005 while your Form 8-K reports that your auditors
did
not resign until December 12, 2005.  Please file a Form 8-K to
report
the date that your auditors informed you of their resignation.  A
letter from your auditors should be provided as an exhibit to this
8-
K.  The preparation, and consequently the date, of your auditor`s
letter should be contemporaneous with the filing of the 8-K.

2. Please amend your Form 8-K reporting the effectiveness of your
auditor`s resignation and updating your disclosures through that
date
to include an updated letter from your auditors.

3. Please disclose the date that you engaged your new auditors.

*    *    *    *

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Kenya Wright Gumbs at
(202) 551-3373.

								Sincerely,

      Robert S. Littlepage			Accountant Branch Chief
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Stephen Pineau
Viscount Systems, Inc.
December 20, 2005
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