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Valdor Technology International, Inc. – ‘20FR12G/A’ on 9/10/14

On:  Wednesday, 9/10/14, at 6:15pm ET   ·   As of:  9/11/14   ·   Accession #:  1062993-14-5427   ·   File #:  0-55163

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/11/14  Valdor Technology Int’l, Inc.     20FR12G/A   9/10/14    2:1.0M                                   Newsfile Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20FR12G/A   Amendment to Registration of Securities of a        HTML   1.00M 
                          Foreign Private Issuer -- form20fr12ga                 
 2: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML      8K 
                          -- exhibit15-1                                         

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

FORM 20-F/A
AMENDMENT NO. 4

[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

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

For the fiscal year ended

OR

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

[ ] SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report N/A

For the transition period from _____________ to _____________

Commission file number

VALDOR TECHNOLOGY INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

450 - 789 West Pender Street, Vancouver BC V6C 1H2, Canada
(Address of principal executive offices)

Brian Findlay, CFO
450 - 789 West Pender Street
Vancouver, British Columbia
Canada V6C 1H2
Telephone: 604.687.3775
Email: bfindlay@valdor.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copy of communications to: 
William Macdonald
Macdonald Tuskey
400 - 570 Granville Street
Vancouver, British Columbia
Canada V6C 3P1
Telephone: 604.648.1670
Facsimile: 604.681.4760

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable
(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

79,903,720 common shares without par value outstanding on December 31, 2013
No preferred shares were outstanding on December 31, 2013

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[  ] YES [X] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[  ] YES [  ] N O

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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

Indicate by check mark 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[  ] ITEM 17 [  ] ITEM 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[  ] Y E S [  ] N O

Pursuant to The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are classified as an “Emerging Growth Company.” Under the JOBS Act, Emerging Growth Companies are exempt from certain reporting requirements, including the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Under this exemption, our auditor will not be required to attest to and report on management’s assessment of our internal controls over financial reporting during a five-year transition period. We are also exempt from certain other requirements, including the requirement to adopt certain new or revised accounting standards until such time as those standards would apply to private companies. The company will remain an Emerging Growth Company for up to the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, although it will lose that status earlier if revenues exceed $1 billion, or if the company issues more than $1 billion in non-convertible debt in a three year period, or the company will lose that status on the date that it is deemed to be a large accelerated filer.

Table of Contents

FORWARD-LOOKING STATEMENTS

This registration statement contains forward-looking statements. These statements relate to future events or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "potential", or "continue", the negative thereof or other variations thereon or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

There can be no assurance that the forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. The forward-looking statements in this registration statement speak only as to the date hereof. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this registration statement, unless otherwise stated, all dollar amounts are expressed in United States dollars ("$") and "C$" refers to Canadian dollars. The financial statements and summaries of financial information contained in this registration statement are also reported in United States dollars unless otherwise stated. All such financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), unless expressly stated otherwise.

As used in this registration statement, the terms "we", "us", "our", "our company" and "the company" refer to Valdor Technology International Inc. and our subsidiaries, unless otherwise stated. References to "Valdor Technology" refer to Valdor Technology International Inc. excluding its subsidiaries.

PART I

The directors and the senior management of the company are as follows:

7

The business address for our directors and officers is 450 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 with the exception of Mr. Yabut, whose business address is 3116 Diablo Avenue, Hayward, California, 94545.

Our legal advisers in Canada are Salley Bowes Harwardt LLP, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6 and our United States legal advisers are Macdonald Tuskey, Suite 400, 570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1.

Our current auditors are I. Vellmer Inc., Chartered Accountants, with a business address at Suite 605 – 1355 West Broadway, Vancouver, British Columbia, Canada V6H 1H9. I. Vellmer Inc., Chartered Accountants, are members of the Institute of Chartered Accountants of British Columbia and are registered with both the Canadian Public Accountability Board and the U.S. Public Company Accounting Oversight Board. I. Vellmer Inc., Chartered Accountants, were first appointed as our auditors on April 8, 2011.

Not applicable.

Prepared in Accordance With IFRS

The following table summarizes selected financial data for our company for the fiscal years ended December 31, 2013, 2012 and 2011 and for the three-month period ended March 31, 2014 and 2013 prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"). The information in the table was extracted from the detailed financial statements and related notes included in this registration statement and should be read in conjunction with such financial statements and with the information appearing under the heading, "Item 5 — Operating and Financial Review and Prospects" beginning at page 27 below.

Selected Financial Data

8

Prepared In Accordance With Canadian GAAP

The following table summarizes selected financial data for our company for the fiscal years ended December 31, 2010, 2009 and 2008 prepared in accordance with Canadian GAAP. The information in the table was extracted from the detailed financial statements and related notes for these financial periods which are available under the Company's profile on SEDAR at www.sedar.com and should be read in conjunction with such financial statements. The audited annual financial statements for the fiscal years ended December 31, 2010, 2009 and 2008 were prepared and presented in accordance with Canadian GAAP and the financial information in such financial statements and in the tables below is presented in US dollars.

Selected Financial Data

9

Our authorized share capital consists of an unlimited number of Common Shares, without par value and 50,000,000 Preferred Shares without par value. As of December 31, 2013, we had 79,903,720 Common Shares issued and outstanding and no Preferred Shares issued and outstanding and as at July 31, 2014 we had 100,105,720 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.

The table below sets forth our total indebtedness and shows the capitalization of our Company as of July 31, 2014. You should read this table in conjunction with our audited financial statements, together with the accompanying notes and the other information appearing under the heading "Item 5 — Operating and Financial Review and Prospects" beginning at page 27, below.

Not applicable.

In addition to the other information presented in this registration statement, the following should be considered carefully in evaluating our company and its business. This registration statement contains forward-looking statements and information within the meaning of U.S. and Canadian securities laws that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements and information. Factors that might cause such differences include those discussed below and elsewhere in this registration statement.

10

Risks Associated with Our Business

Our company may have insufficient capital in the future to meet production demands and continue its operations.

As at December 31, 2013 we had a working capital deficit of $248,121. In the Company’s audited financial statements for the fiscal year ended December 31, 2013, our auditor stated there were material uncertainties that cast substantial doubt about the company’s ability to continue as a going concern. To maintain our activities, we will require additional funds which may be obtained either by the sale of securities or obtaining debt financing. There is no assurance that we will be successful in obtaining such additional financing; failure to do so could result in the inability of our company to develop new products, meet production and delivery demands and continue our operations.

Our company has a limited operating history and may not achieve our growth objectives.

We have a limited history of earnings. There is no assurance that our company will be able to successfully complete our financing and development plans or operate profitably over the short or long term. We are dependent upon the good faith and expertise of management to identify, develop and operate commercially viable product lines. We particularly depend upon the continued services of Las Yabut, our President, for his technical expertise in the development, manufacture and testing of passive fiber optic products. Mr. Yabut holds a Bachelor of Science in Industrial Engineering and has extensive relationships with fiber optic component manufacturing facilities throughout Asia and North America. We also depend on Ronald Boyce, our Vice President of Sales and Marketing, for his experience in business development, marketing and sales in the telecom and datacom industries which has allowed us to benefit from specialized industry knowledge. None of our executive officers are bound by an employment agreement for any specific term, and may terminate their employment at any time. We do not have “key person” life insurance policies covering any of our executive officers.

No assurance can be given that our efforts will result in the development of additional commercially viable product lines or that our current product lines will prove to be commercially viable in the long-term. If our efforts are unsuccessful over a prolonged period of time, we may have insufficient working capital to continue to meet our ongoing obligations and our ability to obtain additional financing necessary to continue operations may also be adversely affected. Even if we are successful in developing one or more additional product lines, there is no assurance that these product lines or its existing product lines will be profitable.

The market for fiber optic components is competitive, and if we are unable to compete successfully our revenues could decline.

The fiber optic component industry is highly competitive and subject to rapid technological change. We compete with products of large fiber optic and copper connectivity manufacturers such as CommScope, Corning Cable Systems, Leviton, Ortronics/Legrand, Panduit, Amphenol and others. Our competitors include large, diversified companies, most of which have substantially greater assets and financial resources than our company, as well as medium to small companies.

Fiber optic components are used within optical networks to create, combine, isolate, amplify, split, direct and perform various other functions on the optical signals. Fiber optic components are divided into two broad categories, active and passive components. Active components require power to operate and use electrical signals to create, modulate or amplify optical signals. Passive optical components connect, guide, mix, filter, route, adjust and stabilize optical signals transmitted through an optical network. At this time we manufacture only passive fiber optic products. Competitors throughout the optical component industry, including those who sell active components, may rapidly become competitors in portions of our business. Competitors who provide both active and passive components may have a competitive advantage because they provide a more complete product solution than we provide. We cannot assure you that we will be able to compete successfully with existing or future competitors or that competitive pressures will not seriously harm our business, operating results and financial condition.

At this time we manufacture only passive fiber optic products. Competitors throughout the optical component industry, including those who sell active components, may rapidly become competitors in portions of our business. Competitors who provide both active and passive components may have a competitive advantage because they provide a more complete product solution than we provide. We cannot assure you that we will be able to compete successfully with existing or future competitors or that competitive pressures will not seriously harm our business, operating results and financial condition.

Many of our current and potential competitors have significantly greater financial, technical, marketing, purchasing, manufacturing and other resources than we do. As a result, these competitors may be able to respond more quickly to new or emerging technologies and to changes in customer requirements, to devote more resources to the development, promotion and sale of products, to negotiate lower prices on raw materials and components, or to deliver competitive products at lower prices.

New and competing technologies are emerging due to increased competition and customer demand. The introduction of products incorporating new or competing technologies or the emergence of new industry standards could make our existing products non-competitive.

Because of the time it takes to develop fiber optic components, we incur substantial expenses for which we may not earn associated revenues.

The development of new or enhanced fiber optic products is a complex and uncertain process. We may experience design, manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or marketing of new products and enhancements. Development costs and expenses are incurred before we generate revenues from sales of products resulting from these efforts. Our total research and development expenses were $101,304, $94,987 and $291,337 for the years ended December 31, 2013, 2012 and 2011, respectively.

11

If we are unable to develop new products and product enhancements that achieve market acceptance, sales of our fiber optic components could decline, which could reduce our revenues.

Our industry is characterized by rapidly changing technology, frequent new product introductions, changes in customer requirements and evolving industry standards. Our future success depends on our ability to anticipate market needs and develop products that address those needs. As a result, our products could quickly become obsolete if we fail to predict market needs accurately or develop new products or product enhancements in a timely manner. Our failure to predict market needs accurately or to develop new products or product enhancements in a timely manner will harm market acceptance and sales of our products. If the development or enhancement of these products or any other future products takes longer than we anticipate, or if we are unable to introduce these products to market, our sales will not increase. Even if we are able to develop and commercially introduce them, these new products may not achieve the widespread market acceptance necessary to provide an adequate return on our investment.

A significant portion of current and future demand for our products depends on the continued growth of the Internet and the communications industry; if this growth does not continue sales of our products may decline which could adversely affect our revenues.

Our future success depends on the continued growth of the Internet as a widely used medium for communications and commerce, and the growth of optical networks to meet the increased demand for capacity to transmit data, or bandwidth. If the Internet does not continue to expand as a medium for communications and commerce, the need to significantly increase bandwidth across networks including in the final mile in fiber connection segment, or FTTx, the market for fiber optic components such as our products, may not continue to develop.

If this growth does not continue, sales of our products may decline, which would adversely affect our revenues. Future demand for our products is uncertain and will depend heavily on the continued growth and upgrading of optical networks, especially in the FTTx segment.

The market for fiber optic components is new and unpredictable, characterized by rapid technological changes and evolving industry standards, which could result in decreased demand for our products, erosion of average selling prices, and could negatively impact our revenues.

The market for fiber optic components is new and characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. Because this market is new, it is difficult to predict its potential size or future growth rate. If we fail to address changing market conditions, sales of our products may decline, which would adversely impact our revenues.

We depend on third parties to supply materials and if we are not able to obtain sufficient quantities of these items at acceptable prices, our ability to fill orders would be limited and could have a material adverse effect on our operations.

We depend on various components, compounds, raw materials supplied by others for the manufacturing of our products. It is possible that any of our supplier relationships could be interrupted due to natural and other disasters and other events, or be terminated in the future. Any sustained interruption in our receipt of adequate supplies could have a material adverse effect on our operations.

Results are impacted by the effects of, and changes in, worldwide economic and capital markets conditions.

Our business is subject to global competition and may be adversely affected by factors in the United States and other countries that are beyond our control, such as disruptions in financial markets, economic downturns in the form of either contained or widespread recessionary conditions, elevated unemployment levels, sluggish or uneven recovery, in the various industries in which our company operates including specifically the commodities sector; natural and other disasters affecting our operations or the operations of our customers and suppliers; or adverse changes in the availability and cost of capital, interest rates, tax rates, or regulations in the jurisdictions in which we operate.

12

A temporary or extended period of production downtime at any of the third party manufacturing facilities used by us could affect our ability to deliver products to customers.

We produce our products at third party manufacturing facilities in China. It is possible that production at these facilities could be interrupted due to natural and other disasters and other events, and such production downtime could disrupt and delay delivery of our products to our customers. If we are unable to deliver products to our customers in sufficient quantities and on a timely basis, we may lose future orders from such customers which would affect our sales and adversely impact our revenues.

If we fail to protect our intellectual property rights, competitors may be able to use our technologies, which could weaken our competitive position, reduce our revenues or increase our costs.

The fiber optic component market is a highly competitive industry in which we, and most other participants, rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and licensing arrangements to establish and protect proprietary rights. The competitive nature of our industry, rapidly changing technology, frequent new product introductions, changes in customer requirements and evolving industry standards heighten the importance of protecting proprietary technology rights. Our existing and future patents may not be sufficiently broad to protect our proprietary technologies as policing unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation or unauthorized use of our technologies, particularly in foreign countries where the laws may not protect our proprietary rights as fully as Canadian or United States laws. Our competitors and suppliers may independently develop similar technology, duplicate our products, or design around any of our patents or other intellectual property. If we are unable to adequately protect our proprietary technology rights, others may be able to use our proprietary technology without having to compensate us, which could reduce our revenues and negatively impact our ability to compete effectively.

Litigation may be necessary to enforce our intellectual property rights or to determine the validity or scope of the proprietary rights of others. As a result of any such litigation, we could lose our proprietary rights and incur substantial unexpected operating costs. Any action we take to protect our intellectual property rights could be costly and could absorb significant management time and attention. In addition, failure to adequately protect our trademark rights could impair our ability to compete effectively.

We may be subject to intellectual property infringement claims that are costly to defend and could limit our ability to use some technologies in the future.

Our industry is very competitive and is characterized by frequent intellectual property litigation based on allegations of infringement of intellectual property rights. Numerous patents in our industry have already been issued, and as the market further develops and participants in our industry obtain additional intellectual property protection, litigation is likely to become more frequent. From time to time, third parties may assert patent, copyright, trademark and other intellectual property rights to technologies or rights that are important to our business.

Any litigation arising from claims asserting that our products infringe or may infringe the proprietary rights of third parties, whether the litigation is with or without merit, could be time-consuming, resulting in significant expenses and diverting the efforts of our technical and management personnel. We do not have insurance against our alleged or actual infringement of intellectual property of others. These claims could cause us to stop selling our products, which incorporate the challenged intellectual property, and could also result in product shipment delays or require us to redesign or modify our products or to enter into licensing agreements. These licensing agreements, if required, would increase our product costs and may not be available on terms acceptable to us, if at all.

13

If the Company is characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.

As more fully described below in “Item 10.E. Taxation — United States Federal Income Tax Considerations — Passive Foreign Investment Company Status”, if for any taxable year our passive income, or the value of our assets that produce (or are held for the production of) passive income, exceed specified levels, we may be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences to our U.S. shareholders, including gain on the disposition of our common shares being treated as ordinary income and any resulting U.S. federal income tax being increased by an interest charge. Rules similar to those applicable to dispositions generally will apply to certain “excess distributions” in respect of our common shares.

Risks Relating to the Common Shares

If our company's business is unsuccessful, our shareholders may lose their entire investment

Although shareholders will not be bound by or be personally liable for the our company's expenses, liabilities or obligations beyond their total original capital contributions, should our company suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment in our company.

The price of our Common Shares has been and may continue to be volatile.

The trading price for our common stock on the TSX Venture Exchange has been and is likely to continue to be highly volatile. Although we are registering our stock with the U.S. Securities Exchange Commission ("SEC") and currently plan to apply to have our common stock quoted on the OTCQB maintained by the Financial Industry Regulatory Authority upon the effectiveness of this registration statement, no significant U.S. market may develop, and if such a market develops, prices on that market are also likely to be highly volatile.

Factors that could adversely affect the price of our Common Shares include:

• fluctuations in our operating results;
• innovations by us or our competitors;
• governmental regulation;
• developments in patent or other proprietary rights;
• the results of product development testing by us, our partners or our competitors;
• litigation;
• general stock market and economic conditions;
• number of shares available for trading (float); and
• inclusion in or dropping from stock indexes.

As a “foreign private issuer”, our company is exempt from certain sections of the Securities Exchange Act of 1934 which results in shareholders having less complete and timely data than if the company were a domestic U.S. issuer.

As a “foreign private issuer,” as defined under the U.S. securities laws, we are exempt from certain sections of the Securities Exchange Act of 1934. In particular, we are exempt from Section 14 proxy rules which are applicable to domestic U.S. issuers. The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K has typically been more limited than the submissions required of U.S. issuers and results in shareholders having less complete and timely data, including, among others, with respect to disclosure of: (i) personal and corporate relationships and age of directors and officers; (ii) material legal proceedings involving the Company, affiliates of the Company, and directors, officers promoters and control persons; (iii) the identity of principal shareholders and certain significant employees; (iv) related party transactions; (v) audit fees and change of auditors; (vi) voting policies and procedures; (vii) executive compensation; and (viii) composition of the compensation committee. In addition, due to the company’s status as a foreign private issuer, the officers, directors and principal shareholders of our company are exempt from the short-swing insider disclosure and profit recovery provisions of Section 16 of the Securities Exchange Act of 1934. Therefore, these officers, directors and principal shareholders are exempt from short-swing profits which apply to insiders of U.S. issuers. The foregoing exemption results in shareholders having less data in this regard than is available with respect to U.S. issuers.

14

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if our company issues additional shares or raise funds through the sale of equity securities.

Our constating documents currently authorize the issuance of an unlimited number of Common Shares without par value and 50,000,000 Preferred Shares without par value. If we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in control of our company.

Our company does not intend to pay dividends on any investment in our common shares.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the market price of our common shares. This may never happen and investors may lose all of their investment in our company.

The risks associated with penny stock classification could affect the marketability of our common shares and shareholders could find it difficult to sell their shares.

Our common shares are subject to “penny stock” rules as defined in the Securities and Exchange Act of 1934 Rule 3a51-1. The SEC adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must 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. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common Shares in the United States and shareholders may find it more difficult to sell their shares.

Risks Relating to Management

We depend on key personnel to operate our business effectively in the rapidly changing fiber optic components markets and if we are unable to hire and retain appropriate management and technical personnel, our ability to develop our business could be harmed.

15

Our success depends to a significant degree upon the continued contributions of the principal members of our management team, who perform important functions and would be difficult to replace. Our ability to attract and retain highly skilled personnel will be a key factor in our future success.

Since certain of our officers and directors are located in Canada, it may be difficult to enforce any United States judgment for claims brought against such officers and directors.

Our company is organized under the laws of the Province of British Columbia, Canada. Although the Company’s assets are located in the United States, certain of our officers and directors are residents of Canada. While a cross border treaty exists between the United States and Canada relating to the enforcement of foreign judgments, the process of such is cumbersome and in some cases has prevented the enforcement of judgments. As a result, while actions may be brought in Canada, it may be impossible to affect service of process within the United States on the company’s officers and directors or to enforce against these persons any judgments in civil and commercial matters, including judgments under United States federal securities laws. In addition, a Canadian court may not permit an original action in Canada or enforce in Canada a judgment of a United States court based on civil liability provisions of United States federal securities laws.

Our management is free to devote time to other ventures and shareholders may not agree with their allocation of time.

Our officers and directors devote the majority of their time to the management and operation of the company’s business. Management is not however, contractually required to manage or direct the company as their sole and exclusive function and they may have other business interests and engage in other activities in addition to those relating to the company. This includes rendering advice or services of any kind to and creating or managing other businesses, including other businesses in the fiber optic industry. Our officers and directors are required by law to act honestly and in good faith with a view to the best interests of the company and to disclose any interests, which they may have in any project or opportunity of the company. If a conflict of interest arises, at a meeting of the board of directors of our company, any director with a conflict is required to disclose their interest in the matter and to abstain from voting on such matter.

Valdor Technology was incorporated on March 19, 1984 under the name "Lost Lake Resources Ltd.", pursuant to the Company Act (British Columbia). On September 11, 1985, we changed our name to "Equivest International Financial Corp.". On March 25, 1996, Valdor Technology changed its name to "Allegro Property Inc.". Our company took its current form after the acquisition of Valdor Fiber Optics, Inc. on July 19, 2000, by way of a share exchange between Valdor Technology and the shareholders of Valdor Fiber Optics, Inc. and Fiberlight Optics, Inc., at which time Valdor Fiber Optics, Inc. became a subsidiary of Valdor Technology and Valdor Technology changed its name to "Valdor Fiber Optics Inc.". On July 23, 2008, we changed our name to Valdor Technology International Inc. and consolidated our issued and outstanding shares on the basis of one new Common Share for every 6.5 Common Shares then outstanding. Our company is currently organized pursuant to the Business Corporations Act (British Columbia) ("BCBCA") which replaced the Company Act (British Columbia) in 2004. On March 31, 2006, we replaced our Articles with new Articles to reflect the adoption of the BCBCA.

Our registered office is located at Suite 1750 - 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6. Our corporate headquarters are located at Suite 450 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2, telephone 604.687.3775. Our California operations are located at 3116 Diablo Avenue, Hayward, CA 94545, telephone 510.293.1212.

Our Common Shares are publicly traded on the TSX Venture Exchange under the symbol "VTI" and on the Frankfurt Stock Exchange under the symbol "VZAA".

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Our company operates in conjunction with our two majority owned subsidiaries, Fiberlight Optics, Inc., a Delaware corporation, of which we directly hold 94% control and Valdor Fiber Optics, Inc. a Delaware corporation, of which we hold indirectly through Fiberlight Optics, Inc., a 94% controlling interest. Valdor Fiber Optics, Inc. is our operating subsidiary. The non-controlling minority interest of our subsidiaries are held by former shareholders of such subsidiaries as such shareholders did not exchange their shares for Common Shares of Valdor Technology at the time of the acquisition of Valdor Fiber Optics, Inc. in July, 2000.

General Development of our Business

General

We are a high technology fiber optic components company specializing in the design and manufacture of new generation fiber optic connectors, enclosures, laser pigtails and other optical and optoelectronic components using our proprietary and patented Impact Mount™ and HeptoPort™ technologies.

Valdor produces a full spectrum of high quality rugged field installable connectors and components in a global market that is experiencing significant growth. Progress in optical communications is being driven by an explosion of new applications and services requiring ever-greater bandwidth to satisfy user demand. A significant and growing segment of the industry is the final mile in fiber connection, referred to as FTTx, as the industry rolls out fiber to end users to meet this communication demand; fiber optic connectors become a critical component to achieving this access.

Three Year History

2013 to Present

We completed the acquisition of the business and assets of VideoWare, Inc. (“VideoWare”), a wholly owned subsidiary of ViewCast.com, Inc. (“ViewCast”), of Grapevine, Texas pursuant to the terms of an asset purchase agreement we entered into on February 14, 2014. VideoWare is in the streaming media industry and markets the Niagara and GoStream product line globally. The total purchase price for the acquisition was $1,100,000 of which $420,000 was paid at the time the transaction was approved by the TSX Venture Exchange, an additional $80,000 was paid on March 27, 2014. Currently an aggregate of $350,000 principal amount remains outstanding pursuant to the promissory note. Under the terms of the asset purchase agreement, ViewCast will be paid a 7% royalty on gross sales from the VideoWare business to a maximum of $1,750,000 over a five year period. Payment of such royalty commenced on July 1, 2014.

We are also working to complete a private placement financing of units and convertible debentures in conjunction with the VideoWare acquisition. The private placement is ongoing and being closed in separate tranches. As at the date of this registration statement, we have issued a total of 19,480,000 units at a price of $0.10 per unit for gross proceeds of C$1,948,000 as well as convertible debentures having a principal amount of C$401,000 in the a two tranche closing of such financing. Each unit is comprised of one common share and one non-transferable share purchase warrant, exercisable at the price of C$0.20 for a period of three years from issuance. The warrants are subject to a 30-day early acceleration provision whereby we may cause the early expiry of the warrants in the event our common shares trade above C$0.60 for 20 consecutive trading days commencing on the first day following expiry of the four month and one day restrictive period to which the warrants are subject. 20% of the principal amount of each convertible debenture is convertible into units having the same terms as the units issued in the financing, at a price of C$0.10.

On June 10, 2013 we closed a non-brokered private placement financing of 20,175,000 units at a price of C$0.10 per unit for gross proceeds of C$2,017,500. Each unit consisted of one common share and one non-transferable share purchase warrant, exercisable at the price of C$0.20 until June 10, 2016. The warrants are subject to a 30-day early acceleration provision whereby we may cause the early expiry of half of the warrants in the event our Common Shares trade above C$0.40 for 20 consecutive trading days commencing at any time after October 11, 2013. Additionally, if our common shares trade above C$0.50 for 20 consecutive trading days, we have the option to implement an early acceleration of the remaining warrants on 30 days' notice to the warrant holders.

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In August 2013, we received an initial trial purchase order from a Canadian telecom company for our harsh environment splitter. The telecom company has employed the splitter for a 12 month trial to test its viability in various seasonal temperature environments. To date we have received informal positive feedback on the performance of our splitter in the trial, however, no definitive decisions on further purchases of our splitters have been made by the telecom company. Subsequent to the initial trial purchaser order, two other Canadian telecom companies also initiated an evaluation of our harsh environment splitter for suitability and use in their network. Such evaluation is still ongoing as at the date of this registration statement.

2012

During 2012 we continued the push to expand our product line by including a full spectrum of innovative fiber optic products and solutions in addition to our ImpactMount™ product lines. We also increased our focus on sales through the establishment of relationships with a number of customers in the aerospace and defense industries.

On November 22, 2012 we closed a non-brokered private placement financing of 13,836,000 units at a price of C$0.10 per unit for gross proceeds of C$1,383,600. Each unit consisted of one common share and one non-transferable share purchase warrant, exercisable at the price of C$0.20 until November 22, 2015. The warrants are subject to an early acceleration provision whereby we may cause their early expiry in the event our common shares trade above C$0.40 for 20 consecutive trading days commencing at any time after March 23, 2013. In December 2012 we appointed Las Yabut as President of Valdor Technology and our operating subsidiary, Valdor Fiber Optics Inc.

2011

During 2011 our focus was on the expansion of our existing product line. The movement for communications to align in the cloud and efforts to provide dataware housing allowed us to focus on high density connectors such as our HeptoPort™ connector. In 2011, our technology, a combination of our Impact MountTM SP miniature connectors and a rigid metal enclosure, described by Lockheed Martin Corp. as "Flightguide SP Splice Connector Assembly" was employed at Lockheed Martin Aeronautics in Fort Worth, Texas. At the time we received a one-time purchase order for 25 units of the Flightguide SP Splice Connector Assembly in the amount of $9,700 from Lockheed Martin. Additionally, we began the second phase design of a tension and vibration resistant hemetically sealed, humidity proof, fiber optic connector/enclosure system to house the connectors for Lockheed Martin.

We are a high technology fiber optic components company specializing in the design and manufacture of new generation fiber optic connectors, enclosures, laser pigtails and other optical and optoelectronic components. Certain of our products incorporate our proprietary and patented Impact Mount™ and HeptoPort™ technologies. We are a business that is corporately positioned to have significant impact in advancing key technologies in optical communications. Our company has progressed through the research and development stage and has emerged as a new-generation technology company capable of deploying an array of conventional passive fiber optic products in addition to several that are proprietary and/or patent protected with specialization in harsh environment products. See "Key Products and Technologies" below for detailed information on our products.

Our registered office is located at Suite 1750 – 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6.  Our corporate headquarters are located at Suite 450 – 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2, telephone 604.687.3775.  Our California operations are located at 3116 Diablo Avenue, Hayward, CA  94545, telephone 510.293.1212. We maintain our research & development, prototyping and pre-production capabilities at our Hayward facility. We manufacture our products at production facilities located in China which provides us with a low cost solution for our production requirements.

Markets and Industries

Our principal geographical markets are in North America, Latin America and Europe. To date sales of our products have been on a limited basis as we have focused on development, testing and field verification. Our revenues from the sale of products were $134,062, $130,593 and $169,285 for each of the three years ended December 31, 2013, 2012 and 2011, respectively.

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We serve a broad segment of industries including mining and oil & gas, industrial, medical, aerospace and data/telecommunication.

FTTx/Data/Telecom/Security. Our products have application in FTTx installation such as fiber to the home, referred to as FTTH, or fiber to the business, referred to as FTTB. This area is currently considered to be an area of growth due to growing demand for bandwith and the ensuing need for fiber-based broadband. The so called "last mile" to the house or business is generally where the largest concentration of connectors is required.

The following figure illustrates that up to seven connectors, patch cables, and/or splitter modules can be required from the hub to the connection point inside the home.

Mining and Oil & Gas. Fiber optic component used in the oil & gas and mining industries must be able to endure significant environmental and mechanical rigors. Companies in this sector are upgrading their infrastructure to improve safety and maximize profitability. As a result the use of fiber optic technology in such industries has progressed rapidly in the last few years, especially for the development of fiber optic sensor applications such as for example the monitoring of mine atmosphere. Our interconnection products, and specifically our Impact Mount™ (IMT) connectors, are well suited for so called "harsh environments". In the mining and oil & gas industry applications, the advantages gained by using an optical communication system over conventional wire cables include higher per channel data rate capability, immunity to electromagnetic interference, lower cable weight, elimination of fire hazard due to electrical shorting, and potentially lower cost.

Military/Aerospace. Similar to the needs of the oil & gas and mining industries, the military and aerospace sector also requires fiber optic component capable of being deployed in rugged conditions. We have been designing, manufacturing, and supplying innovative interconnection products for the military and aerospace industry for over 20 years through our operating subsidiary, Valdor Fiber Optics, Inc., which has been operating in the fiber optics business since its incorporation on July 22, 1985. Ruggedized packaging and technical breakthrough make our field-installable mechanical connectors and splices ideal for quick emergency repair for security equipment or machinery.

Medical/Industrial. Medical instruments utilize fiber optics for a variety of applications including flexible image bundles, laser signal delivery, and equipment interconnects. Our all-metal connectors contain no epoxy or index matching gel and consequently there is no undesirable noise interference for any spectral analysis. Heat is dissipated uniformly, preventing hot spots common to other epoxy connectors.

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For the industrial market, our IMT connector line offers multiple connector options for high temperature, limited space and extreme environment applications and can also provide hermeticity without costly metallization steps.

Key Products and Technologies

Our company has progressed through the research and development stage and has emerged as a new-generation technology company capable of deploying an array of conventional passive fiber optic products in addition to several that are proprietary and/or patent protected with specialization in harsh environment products.

Technology. Current conventional connector technology comprises a host of challenges such as (i) poor longevity as epoxies and gels used in the technologies deteriorate with time and exposure to harsh environmental conditions, (ii) complex and therefore costly installation in part due to the required installer training, (iii) safety hazards posed by glass particles set free by stripping of the protective sheathing and cleaving, the process by which an optical fiber is cut for termination or splicing.

The Impact Mount™ technology field installable termination kits and connectors are well suited for out-in-the field installations for FTTx, data/telecom applications and the harsh environment applications seen in the mining and oil gas industry. They also enable quick and cost effective repair in the field.

Figure 2 shows a scanning tunneling electron microscope photograph of the end face of an IMT™ ferrule mounted with seven ports. The ductile metal has surrounded the fiber bundle, and all seven fibers are in contact with each other. They have found their naturally preferred positions in the hexagonal close-packed configuration.

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     Figure 3. Diagram of the HeptoPort™ architecture, including seven-fiber IMT multi-port I/O, expanded beam optics, and processing element. Different processing elements can be incorporated into this architecture, resulting in different functions, without retooling

The HeptoPort™ concept is embodied in a physical architecture, shown in Figure 3. Utilizing IMT and expanded beam optics as an integral part of the physical structure, it is possible to produce a variety of external functionalities by implementing different processing elements in the HeptoPort™ body.

Products. The following is a summary and description of our principal products:

• Connectors and Adaptors. Optical fiber connectors are used to join optical fibers where a connect/disconnect capability is required. The basic connector unit is a connector assembly. A connector assembly consists of an adapter and two connector plugs. The connectors mechanically couple and align the cores of fibers so light can pass. The main differences among types of connectors are dimensions and methods of mechanical coupling. Better connectors lose very little light due to reflection or misalignment of the fibers. Our Impact Mount™ fiber optic connector line is all-mechanical and field installable. It offers long-term usage with minimal repair or replacement, and is suitable for harsh environments. These connectors contain no epoxy or index matching gel typically found in other mechanical connectors available on the market. The unique features of the IMT™ connectors provide stable readings with little variation even in harsh environments. Our line of connectors includes the IMT™ SP (Miniature Splice Connector) which is the smallest mechanical connector available in the market today, the IMT™ SC (Subscriber Connector), the IMT™ LC (Lucent Connector), the IMT™ SMA Connector, the IMT™ FC Ferrule Connector and the IMT™ ST (Straight Tip) Connector. Additionally, we also offer our HeptoPort™ RMC multi-channel connector, designed specifically for harsh environments and aerospace and military applications.

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• Build-out Attenuators. Fiber optic attenuators are used in the fiber optic links to reduce the optical power level when too much light would overload the fiber optic receivers. Our attenuators are suitable for use across a range of fiber optic applications from long-haul telecommunication, Local Area Networks (LAN), cable television, and passive optical networks. An attenuator's name is based on the connector type and the attenuation level. Our line of attenuators compromise SC/ST, SC/APC, FC/UPC, LC/UPC and MU/UPC attenuators. Our attenuators are characterized by environmental stability, low ripple and polarization insensitivity.

• Pigtails. A fiber optic pigtail is a piece of cable terminated with fiber optic connectors at only one side of the cable while leaving the other side with no connectors, so that the connector side can link to the equipment and the other side can be melted with optical cable fibers. Our line of pigtails include the IMT™ Laser Pigtail which utilizes a miniature metal ferrule for its termination process by wrapping the metal tip around a fiber thereby eliminating costly fiber metallization and soldering steps often needed for standard laser pigtail assemblies. It can withstand high temperatures with uniform heat dissipation and no hot spots. It is well –suited for high power laser applications and test instrumentation Our line pigtails product line also include the HeptoPort™ KSC 7 fiber pigtail, which has a precision alignment key for fiber-to-fiber two dimensional (2D) self-alignment and is well-suited for high-density panel applications.

• Splitters. Fiber optic splitters are important passive components used in fiber optic communications and are used to split the fiber optic light into several parts at a certain ratio. Our three window single mode splitter modules have high density port configuration with performance over the 1310nm, 1490nm, 1550nm operating wavelengths. They are designed for PON tri-play network systems and have low insertion loss, uniformity, and low polarization sensitivity. They are contained in a compact and lightweight cassette enclosure. All devices are tested according to industry standard test procedures and customers are provided with test results / data. For any specialized or customized applications, we can provide customers with specific designs and specifications.

• Enclosures and Patch Panels. Our enclosures allow for organizing and protecting fiber terminations, splices and cable distribution featuring fiber bend radius control and strain/slack management in indoor and outdoor applications. Our Omega Enclosure is designed to accommodate multi-fiber cables and contain up to 48 cable connections incorporating our miniature SP connectors and we believe it to be the highest-density enclosure on the market.

• Hand Tool Kits. Our products include installation tools such as the Impact Mount® Termination Hand Tool, a universal hand tool that can be used for all types of IMT fiber optic connectors including LC, ST, SC, FC, SP, and SMA without the requirement for a curing oven or electricity, and the Omega Field Termination Kit which includes all necessary tools and enclosure components for cable repairs, extensions and for joining cables in the field.

• Cable Assemblies. Optical cable assemblies are used the bridge relatively short distances with optical paths. We offer a wide variety of high performance, super smooth polished, 100% fully insertion and back reflection loss tested and documented optical cable assemblies to facilitate interconnection and distribution of fiber optic systems.

• Dual Fused Single Mode Couplers and Wave-Length Division Multiplexers. Couplers and Wavelength Division Multiplexers, or "WDMs", are designed to distribute traffic and increase capacity on fiber networks without installing additional cable. Our couplers and WDMs feature low insertion loss, stability and long-term reliability and are available in a variety of performance levels to maximize product compatibility with specific network requirements.

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Government Regulation

To the extent we may contract with any branch of the United States government, including the United States military, we must comply with and are affected by laws and regulations relating to the award, administration, and performance of U.S. government contracts.

U.S. government agencies, including the Defense Contract Audit Agency, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, its cost structure, its business systems, and compliance with applicable laws, regulations, and standards. Any costs found to be misclassified may be subject to repayment.

Additionally, to the extent we may provide our products to defence contractors such as Lockheed Martin, such contracts are in part conditioned upon the continuing availability of Congressional appropriations to such defence contractors. Concerns about increased deficit spending, along with continued economic challenges, continue to place pressure on such funding which may impact our sales to any such defence contractors.

Manufacturing

We currently manufacture our products at third party facilities located in China. We do not have an ongoing contractual relationship with these facilities but rather meet our production needs through stand-alone purchase orders on as needed basis.

Certain of the facilities we use are ISO 9001-2000 certified and we have established a quality management system which is designed to ensure that the products we provide to our customers meet or exceed their requirements. Our quality management system is consists of an individual Quality Inspection Plan, referred to as a QIP, for each part of a product. Every QIP comprises a detailed step-by-step inspection instruction for the critical inspection criteria to be covered by our quality inspectors. The particular inspection criteria are set by product engineers.

Marketing and Sales

Marketing. We use a number of marketing methods to support the sale and distribution of our products and inform existing and potential customers about the capabilities and benefits of our products. Our marketing efforts include participating in industry trade shows and technical conferences, advertising in trade journals and communicating through our corporate website.

Sales. Our direct sales team markets and sells our products in North America and in Latin America and Europe we sell our products through distributors. Our products are distributed in the United States and Canada through direct sales, in Latin America through TelGroup S.A. de C.V. and in Europe through Melatronik GmbH.

Research and Development

We develop our new products primarily at our facility in Hayward, California. Our research and development expenses were $101,304, $94,987 and $291,337 for each of the three years ended December 31, 2013, 2012 and 2011, respectively. While in the past we have spent significant amounts on the research and development of our products, we currently expect spending in this area to decrease as we shift our focus towards production and sales.

Specialized Skill and Knowledge

We rely on the specialized skills of our management and consultants in the areas of product development, business development and public company management. The loss of any of these individuals could have an adverse effect on our company. See "Risk Factors".

Competition

The fiber optic component industry is highly competitive and subject to rapid technological change. We compete with products of large fiber optic and copper connectivity manufacturers such as Oplink Communications Inc., Alliance Fiber Optic Products, Dicon Fiber Optics Inc., All Systems Broadband, Corning Cable Systems, Leviton, Ortronics/Legrand, Panduit, Amphenol and others. Our competitors include large, diversified companies, most of which have substantially greater assets and financial resources than our company, as well as medium to small companies. Competition could increase if new companies enter the market or if existing competitors expand their product lines.

We believe that the principal differentiating factors in the fiber optic connector market are ease and speed of installation, space requirements, ability to withstand harsh environmental conditions, manufacturing capacity, price, product innovation and reliability of product performance.

At this time we manufacture only passive fiber optic products. Competitors throughout the optical component industry, including those who sell active components, may rapidly become competitors in portions of our business. Competitors who provide both active and passive components may have a competitive advantage because they provide a more complete product solution than we provide. We cannot assure you that we will be able to compete successfully with existing or future competitors or that competitive pressures will not seriously harm our business, operating results and financial condition. See "Risk Factors"

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Raw Materials/Components

The materials used in the manufacture of our products in China are sourced from suppliers primarily located in Asia and prices for such materials are generally stable. A number of critical raw materials used in manufacturing our products are acquired from single or limited source suppliers. The inability to obtain sufficient quantities of those materials may result in delays, increased costs and reductions in our product shipments.

Intangible Properties

Our intellectual property rights play an important role in securing our company's competitive advantage. We own a number of active patents and trademarks in the United States, Canada, China and Hong Kong. Patents applicable to specific products extend for varying periods according to the date of patent application filing or patent grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country.

At this time we regard our Impact Mount™ and HeptoPort™ trademarks to be of integral value in our business.

Employees

We currently have four full time employees at our Hayward, California operation. In addition, certain individuals at our Vancouver office provide their services to our company on an independent contract basis but are not considered to be employees.

We currently have two majority owned subsidiaries with the following corporate structure:

Our company's head office is located in a 1,200 sq. ft. sub-leased office space in Vancouver, British Columbia, Canada. We have our operational office in a 3,200-sq. ft. leased office space in Hayward, California.

The facilities in China at which our products are manufactured are owned by third parties and we are not party to any lease or rent agreement for such facilities.

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The Company believes that its existing facilities are adequate to meet its needs for the foreseeable future.

The following discussion and analysis of our financial condition and results of operations for the fiscal years ended December 31, 2013, 2012 and 2011 should be read in conjunction with our financial statements and related notes included in this registration statement in accordance with "Item 8 – Financial Information").  Our financial statements for the fiscal years ended December 31, 2013, 2012 and 2011 were prepared in accordance with IFRS. 

Three Months Ended March 31, 2014 compared to Three Months Ended March 31, 2013.

For the three months ended March 31, 2014, we reported a net loss of $391,840 ($0.00) against revenue of $245,581 compared to a net loss of $296,092 ($0.00) against revenue of $20,538 for the three months ended March 31, 2013. We had significantly more revenue in the period ended March 31, 2014 as a result of the acquisition of the assets of VideoWare. This revenue encompasses $216,700 from the new Niagara Streaming Media division and $28,881 from the Valdor Fiber Optics division.

Negative cash flow from operations for the three months ended March 31, 2014 was $322,009 before deduction of non-cash working capital items. In accordance with IFRS, reported income includes items not involving cash. These include amortization of $1,649, unrealized foreign exchange of ($2,223) and non-cash compensation charge of $70,405.

Factors in the reported loss for the three months ended March 31, 2014 includes expenses of $14,310 (2013 - 12,388) related to lease and rental costs, and on-going research and development costs of $21,646 (2013 - $27,295).

Other key costs include consulting fees of $140,476 (2013 - $81,112), management fees of $27,177 (2013 - $22,309), salaries, wages and benefits of $91,184 (2013 - $33,730) and stock-based compensation of $70,405 (2013 - $64,151). The consulting fees paid relate primarily to consulting services provided in connection with new product development, the generation of new capital and sales and marketing initiatives. Of the total amount of consulting fees incurred for the period ended March 31, 2014, $29,745 was paid to Ron Boyce, a director of our company.

Accounting, audit and legal fees are a key cost component in the access to capital resources and administration functions of a publicly listed company. Costs for these professional services for the three months ended March 31, 2014 were $64,253 (2013 - $11,767).

Year Ended December 31, 2013 compared to Year Ended December 31, 2012.

For the year ended December 31, 2013, we reported a net loss of $1,771,148 ($0.03) against revenue of $134,062 compared to a net loss of $1,345,911 ($0.03) against revenue of $130,593 for the year ended December 31, 2012. 

The key costs for the year ended December 31, 2013 include consulting fees of $783,751 (2012 - $584,430), management fees of $157,273 (2012 - $90,005), salaries, wages and benefits of $145,308 (2012 - $171,290), marketing of $96,867 (2012 - $114,146), on-going research and development costs of $101,304 (2012 - $94,987) and stock-based compensation of $198,755 (2012 - $59,852).

During the year ended December 31, 2013, we incurred substantial consulting fees payable to a large of group of different consultants including one of our directors, Ron Boyce, and Ironstone Engineering, a company controlled by Elston Johnston, who is also a director of our company. The consulting fees relate primarily to consulting services provided in connection with new product development, the generation of new capital and sourcing of new contacts in the fiber optics industry as well as sales and marketing initiatives. Of the total amount of consulting fees incurred for the year ended December 31, 2013, $268,037 was paid, directly or indirectly, to the above-noted directors of our companies. During the year the company’s directors, management and consultants were actively involved with completing private placement financings, sourcing new financing, new product development, sourcing new customers and pursuing potential business acquisitions.

Accounting, audit and legal fees are a key cost component in the access to capital resources and administration functions of a publicly listed company.  Costs for these professional services for the year ended December 31, 2013 were $102,752 (2012 - $74,152). For the year ended December 31, 2013, we wrote off accounts payable of $14,562 (2012 - $98,000) and had unrealized foreign exchange of ($3,346) (2012 – ($8,289)). 

Year Ended December 31, 2012 compared to Year Ended December 31, 2011.

For the year ended December 31, 2012, we reported a net loss of $1,345.911 ($0.03) against revenue of $130,593 compared to a net loss of $1,032,956 ($0.02) against revenue of $169,285 for the year ended December 31, 2011. The decline in revenue was a result of the change in management during the year and the associated review of the Company’s products and their profitability and the addition of new products. 

For the year ended December 31, 2012, we wrote off accounts payable of $98,000 (2011 - Nil), relating to amounts owing to a former supplier of goods previously purchased as the supplier had written-off the amount owing to them, had unrealized foreign exchange of ($8,289) (2011 - $9,794) and wrote off prepaid expenditures of $64,736 (2011 - Nil). The $64,736 represented advances to a company related to the former president of the Company for future research and development expenditures and material purchases. Following the resignation of the former president, the Company attempted to recover these advances and was unable to do so. At that time management determined these amounts should be written-off. During the year ended the December 31, 2011, the Company wrote-off a promissory note payable in the amount of $586,811 as the creditor had not demanded payment of the loan within the six year limitation period for debt claims.

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The key costs for the year ended December 31, 2012 include consulting fees of $584,430 (2011 - $388,059), management fees of $90,005 (2011 - $46,508), salaries, wages and benefits of $171,290 (2011 - $255,424), marketing of $114,146 (2011 - $129,943), on-going research and development costs of $94,987 (2011 - $291,337) and stock-based compensation of $59,852 (2011 - $203,040). 

During the year ended December 31, 2012, we incurred substantial consulting fees payable to several different consultants, including one of our directors, Rob Boyce, and Ironstone Engineering, a company controlled by Elston Johnston, who is also a director of our company. The consulting fees relate primarily to consulting services provided in connection with new product development, the generation of new capital and sourcing of new contacts in the fiber optics industry as well as sales and marketing initiatives. Of the total amount of consulting fees incurred for the year ended December 31, 2012, $228,015 was paid to Ron Boyce and Ironstone Engineering.

During the year there was a change in management along with a change of directors. The new directors, management and consultants were actively involved with completing private placement financings, sourcing new financing, new product development, sourcing new customers and pursuing potential business acquisitions.

Accounting, audit and legal fees are a key cost component in the access to capital resources and administration functions of a publicly listed company. Costs for these professional services for the year ended December 31, 2012 were $74,152 (2011 - $59,546).

Our liquidity and capital resources are limited. Accordingly, our ability to continue as a going concern is currently dependent on our ability to either generate significant revenues or raise external capital through the sale of additional equity or debt. Our Company's total assets at December 31, 2013 were $390,840 and total current liabilities were $638,961, all of which were current. Significant losses from operations have been incurred since inception and there is an accumulated deficit of $22,937,427 as of December 31, 2013.

Our principal source of funds is cash flow from financing activities. Our principal uses of funds consist of expenses related to administrative and general expenditures including consulting fees, research and development and share based payments. We intend to generate the necessary capital resources to finance operations primarily through the issuance of equity securities or debt through private placements and the sales of our products.

Although we have been successful in raising funds and funding our company in the past, there is no guarantee that we will be able to do so in the future as outside factors, such as changes in general economic conditions could adversely impact our ability to complete additional equity and/or debt financings. Assuming that we continue to maintain our current level of sales and administrative and general expenditures, we believe that available cash will be adequate to meet the future liquidity needs during the next twelve months.

As at December 31, 2013 and July 31, 2014 we had no material commitments for capital expenditures.

Three Months Ended March 31, 2014 compared to Year Ended December 31, 2013.

As at March 31, 2014, we had cash in the amount of $144,214, accounts receivable of $226,923, inventories of $765,915 and prepaid expenses of $16,790 compared to cash in the amount of $214,372, accounts receivable of $27,144, inventories of $30,821 and prepared expenses of $111,265 at December 31, 2013.

As at March 31, 2014 we had working capital surplus of $101,799 compared to a working capital deficit of $255,359 for the year ended December 31, 2013.

Total assets increased from $390,840 as at December 31, 2013 to $1,340,158 as at March 31, 2014. As at March 31, 2014, we had no long-term liabilities or debt.

During the three months ended March 31, 2014, we issued a promissory note to fund part of the purchase for our acquisition of VideoWare, Inc. Such note is non-interest bearing, unsecured and payable on demand. To date, we have made repayments on the note in the amount of $250,000 as follows: $100,000 was paid on May 28, 2014, an additional $50,000 was paid on June 10, 2014 and a payment of $100,000 was made on July 8, 2014.

During the three months ended March 31, 2014, we also issued convertible debentures in the aggregate amount of CDN$401,000. These convertible debentures are unsecured, bear interest at 12% per annum and have maturity dates ranging from November 19, 2016 to March 2, 2017. The terms of the convertible debentures provide that 20% of the principal amount of the debentures may be converted into units of our company consisting of one common share and one non-transferable share purchase warrant. To date none of the convertible debentures have been converted.

Year Ended December 31, 2013 compared to Year Ended December 31, 2012.

As at December 31, 2013, we had cash in the amount of $214,372, accounts receivable of $27,144, inventories of $30,821 and prepaid expenses of $111,265 compared to cash in the amount of $27,139, accounts receivable of $19,423, inventories of $48,551 and prepaid expenses of $7,902 at December 31, 2012.

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As at December 31, 2013 we had working capital deficit of $255,359 compared to a working capital deficit of $736,649 for the year ended December 31, 2012.

Total assets increased from $103,015 as at December 31, 2012 to $390,840 as at December 31, 2013.  As at December 31, 2013, we had no long-term liabilities or debt. 

During the year ended December 31, 2013, we realized proceeds of $2,023,382 from the issuance of common shares.

Year Ended December 31, 2012 compared to Year Ended December 31, 2011.

As at December 31, 2012, we had cash in the amount of $27,139, accounts receivable of $19,423, inventories of $48,551 and prepaid expenses of $7,902 compared to cash in the amount of $9,568, accounts receivable of $32,645, inventories of $81,564 and prepaid expenses of $24,464 at December 31, 2011.

As at December 31, 2012 we had working capital deficit of $736,649 compared to a working capital deficit of $803,136 for the year ended December 31, 2011.

Total assets decreased from $148,241 as at December 31, 2011 to $103,015 as at December 31, 2012. As at December 31, 2012, we had no long-term liabilities or debt.

During the year ended December 31, 2012, we realized proceeds of $1,375,983 from the issuance of common shares.

Our company has progressed through the research and development stage and has emerged as a new-generation technology company capable of deploying an array of conventional passive fiber optic products in addition to several that are proprietary and/or patent protected. We own a number of active patents and trademarks in the United States, Canada, China and Hong Kong including our Impact Mount™ and HeptoPort™ trademarks.

We have spent the following amounts on research and development in recent years: $101,304 for the fiscal year ended December 31, 2013; $94,987 for the fiscal year ended December 31, 2012, $291,337 for the fiscal year ended December 31, 2011 and $321,405 for the fiscal year ended December 31, 2010.

Other than as disclosed elsewhere in this registration statement and specifically in “Item 4.B. Business Overview,” we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

We do not have any off-balance sheets arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resource that is material to investors.

Other than as disclosed below, we do not have any contractual obligations as of December 31, 2013 relating to long-term debt obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our latest balance sheet as at December 31, 2013:

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Not applicable

The following table sets forth the name, office held, age and functions and areas of experience in our company of each of our directors, senior management, and certain significant employees:

Elston Johnston (62 years) - Chairman of the Board and Director

Mr. Elston G. Johnston, BSc, P.Eng., has been a director of our company since May 6, 2010 and was appointed Chairman of the Board in June 2012. Mr. Johnston was previously the President of Urastar Energy Inc., Vice President of Pinecrest Ventures Inc. and the Chief Executive Officer of Worthington Resources Ltd. He currently serves as the Chief Executive Officer, President and Secretary of 88 Capital Corp. He has been a Consulting Engineer since 1977 and his principal occupation since 1997 has been a self-employed Consulting Engineer. He has previously served as the Chief Financial Officer of 88 Capital Corp. and the Chief Executive Officer and President of Urastar Gold Corp. from March 21, 2009 to December 7, 2010 and also served as its Chief Financial Officer. He has over 29 years of professional experience as a consulting engineer. He has been involved in construction and business ventures worldwide, including projects in the energy and oil & gas sectors. Mr. Johnston received his Professional Engineer designation from the Association of Professional Engineers and Geoscientists of British Columbia in 1986 and his Professional Engineer designation from the Association of Professional Engineers and Geoscientists of Alberta in 2004. Mr. Johnston received his Bachelor of Science in Electrical Engineering from the University of New Brunswick in 1976.

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Las Yabut (53 years) - President

Mr. Yabut was appointed President of our company and of Valdor Fiber Optics Inc., our operating subsidiary on December 7, 2012. Mr. Yabut was Vice President Manufacturing of our company since 2000. Mr. Yabut earned his Bachelor of Science in Industrial Engineering at the Mapua Institute of Technology in Manila, the Philippines in 1983. While employed with the Passive Products Division of AMP/Tyco he gained experience first as an Engineering Technician, then as a Production Supervisor, Manufacturing Engineer, Production Manager and finally as Director of Operations. He has extensive hands on experience in the manufacture and testing of passive fiber-optic components. He also has extensive relationships with fiber optic component manufacturing facilities throughout Asia, the Philippines and North America.

Brian Findlay (67 years) - Chief Financial Officer and Director

Mr. Findlay has been a director of our company since November 15, 1984 and was appointed Chief Financial Officer on March 19, 2013. Mr. Findlay is also a member of our audit committee.

Mr. Findlay has over 30 years' experience in the financial and investment community. He has a strong background in managing, financing and administering of public companies. Over the years, Mr. Findlay has participated in raising in excess of $300 million in investment capital for numerous technology and mineral exploration companies listed on the TSX Venture Exchange.

Ronald Boyce (55 years) - Vice President of Sales and Marketing and Director

Mr. Boyce has been a director of our company since October 1, 2011 and was appointed Vice President of Sales and Marketing on June 29, 2012. Mr. Boyce is also a member of our audit committee.

Mr. Boyce has held several high-profile positions with Manitoba Telecom Services Inc. and was Director of Sales and Marketing for AT&T Canada for the Prairie Provinces from 1997 to 2001. He launched Metronet Communications Corp. in the Prairie Provinces, the first national competitive local exchange carrier in Canada, and was Director of Sales Western Canada for Netstone Communications Inc., the first building exchange carrier in Canada. During Mr. Boyce’s tenure, Metronet Communications Corp. installed more than $200 million of fiber optics infrastructure across Central Canada. e was one of the founders of Parabola IP Solutions Inc., an IP management software company, where he held the position of Vice-President of Sales and Marketing.

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Family Relationships

There are no family relationships between any of our directors and senior management listed above.

During the year ended December 31, 2013, our directors received compensation for services as follows:

Written Management Agreements

None of our officers provide their services pursuant to a written employment or management agreement.

Stock Option Plan

Pursuant to the policy of the TSX Venture Exchange, we are required to a stock option plan prior to granting incentive stock options and, accordingly, we have adopted a stock option plan. The purpose of our stock option plan is to attract and motivate directors, senior officers, employees, management company employees, consultants and others providing services to our company and its subsidiaries, and thereby advance our interests, by affording such persons with an opportunity to acquire an equity interest in our company through the issuance of stock options.

Our stock option plan is a "fixed" stock option plan permitting the grant of incentive stock options to purchase up to 11,600,000 common shares.

Our stock option plan has the following terms and conditions:

• stock options may be issued to directors, senior officers, employees, consultants, affiliates or subsidiaries or to employees of companies providing management or administrative services to the Company;

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• the Board (or any committee delegated by the Board) in its sole discretion will determine the number of options to be granted, the optionees to receive the options, and term of expiry;

• the options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;

• options will be exercisable at a price which is not less than the Discounted Market Price (as defined by the TSXV policy 1.1);

• options granted to a person who is engaged in investor relations activities will expire within a maximum of 30 days after the optionee ceases to be employed and options granted to all other persons will expire within a reasonable period of time from the date the optionee ceases to hold his or her position or office;

• the number of Common Shares reserved for issuance to any one person pursuant to options granted during the previous 12 months shall not exceed 5% of the issued and outstanding Common Shares at the time of grant; and the number of options granted to consultants or persons performing investor relations activities will not exceed 2% unless the TSXV provides approval;

• the aggregate number of Common Shares which may be subject to issuance pursuant to options granted under our stock option plan shall not exceed the equivalent of 10% of the issued and outstanding Common Shares of the Company;

• options will not be issued unless fully paid and options granted will be fully vested on the date of grant; options granted to consultants providing investor relations services will be subject to vesting provisions as per the policies of the TSXV;

• every option granted under our stock option plan shall be evidenced by a written agreement between the Company and the optionee;

• any consolidation or subdivision of Common Shares will be reflected in an adjustment to the stock options;

• any reduction in exercise price of options granted to the Company's insiders will be subject to approval of disinterested shareholders of the Company.

Option-Based Awards

The following table sets forth the option based awards for each of directors and officers of the Company outstanding as at December 31, 2013:

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Termination and Change of Control Benefits

Except as previously disclosed, we have no plans or arrangements in respect of remuneration received or that may be received by our directors and senior management in respect of compensating such person in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities.

Pension, Retirement or Similar Benefits

We have not set aside or accrued any amounts to provide pension, retirement or similar benefit for our directors or senior management during the fiscal year ended December 31, 2013.

Term of Office

Each director of our company holds office until the next annual general meeting of our company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the articles of our company or the provisions of the BCBCA. Each member of our senior management is appointed to serve at the discretion of our Board, subject to the terms of the employment agreements described above.

Service Contracts

See "Employment Agreements" and "Termination and Change of Control Benefits" above for particulars of certain directors' service contracts with our company and our subsidiaries, as applicable. Other than as disclosed herein, we do not have any service contracts with directors which provide for benefits upon termination of employment.

Committees

The audit committee is our only committee at this time. Our company does not have a remuneration committee.

Audit Commitee

The members of our audit committee are Elston Johnston, Brian Findlay and Ronald Boyce. As defined in National Instrument 52-110 — Audit Committees, Brian Findlay our Chief Financial Officer, Ronald Boyce, our Vice President of Sales and Marketing and Elston Johnston, the Chairman of our board, are not "independent". All members are financially literate, meaning that they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee. The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing their duties, the members of the audit committee have the right at all times, to inspect all the books and financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee members meet periodically with management and annually with the external auditors. Our audit committee has the overall duties and responsibilities to:

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• review the financial reporting process to ensure the accuracy of the financial statements of our company;

• assist the Board to properly and fully discharge its responsibilities;

• strengthen the role of the Board by facilitating in depth discussions between directors, management and external auditors;

• evaluate the independent auditor's qualifications, performance and independence;

• facilitate the independence of the independent auditor;

• assess the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and

• review the processes to monitor compliance with laws and regulations.

As of December 31, 2013, the Company had four full-time employees including management, employed at the Hayward, California office. As of December 31, 2012, and December 31, 2011, the Company had four full-time employees. None of the Company’s employees are covered by collective bargaining agreements.

As of July 31, 2014, our directors and senior management beneficially owned the following common shares and stock options of our company:

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The voting rights attached to the common shares owned by our directors and senior management do not differ from those voting rights attached to shares owned by people who are not directors or senior management of our company.

To the best of our knowledge, there are no persons or company who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 5% of the voting rights attached to any class of voting securities of the Company, except as follows:

The voting rights of our major shareholders do not differ from the voting rights of holders of our common shares who are not our major shareholders.

As at July 31, 2014, the registrar and transfer agent for our company reported that there were 100,105,720 common shares of our company issued and outstanding. Of these, 73,338,317 were registered to Canadian residents (105 recorded shareholders), 12,330,285 were registered to residents of the United States (140 recorded shareholders) and 12,118 were registered to residents of other foreign countries (6 recorded shareholders).

To the best of our knowledge, our company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly, except as disclosed in the above table regarding our major shareholders.

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in control of our company.

Together with another company we sub-lease the premises of our head office located in Vancouver, British Columbia, Canada from Alder Investments (1993) Ltd. ("Alder"), a company controlled by our Chief Financial Officer. Under the terms of the sub-lease agreement, we and the other tenant each pay a monthly sum of C$2,289 to Alder and Alder pays the monthly sum of C$4,578 to the landlord under the head lease.

Compensation

For information regarding compensation for our directors and senior management, see Item 6.B - Compensation.

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Not applicable

Our financial statements are stated in United States dollars and are prepared in accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed with and incorporated herein as part of this registration statement:

These financial statements can be found under "Item 17 - Financial Statements" below.

Legal Proceedings

There have not been any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings, those involving any third party, and governmental proceedings pending or known to be contemplated, which may have, or have had in the recent past, significant effect our financial position or profitability.

There have been no material proceedings in which any director, any member of senior management, or any of our affiliates is either a party adverse to our company or our subsidiaries or has a material interest adverse to our company or our subsidiaries.

Policy on Dividend Distributions

We have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors.

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We are not aware of any significant change that has occurred since December 31, 2013 included in this registration statement and that have not been disclosed elsewhere in this registration statement.

Not applicable.

Not applicable.

Our Common Shares are publically traded on the TSX Venture Exchange under the symbol "VTI" and on the Frankfurt Stock Exchange under the symbol "VZAA".

Not applicable.

Not applicable.

Not applicable.

Our authorized share capital consists of an unlimited number of Common Shares, without par value and 50,000,000 Preferred Shares without par value. As of December 31, 2013, we had 79,903,720 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.

Common Shares

We are authorized to issue an unlimited number of common shares without par value. As at December 31, 2013, there were 79,903,720 common shares issued and outstanding. As at July 31, 2014, there were 100,105,720 common shares issued and outstanding.

The holders of the common shares are entitled to one vote for each common share held on all matters to be voted on by such holders. The holders of common shares are entitled to receive, pro rata, the remaining property of our company on a liquidation, dissolution or winding-up of our company after the holders of Preferred Shares have been paid. There are no pre-emptive rights or redemption rights attached to the Common Shares.

Preferred Shares

We are authorized to issue 50,000,000 preferred shares without par value. As at December 31, 2013 and as at July 31, 2014, there were no preferred shares issued and outstanding.

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The holders of preferred shares have preference over holders of common shares in the event of dissolution, liquidation or winding-up of our company and shall be entitled to receive the amount paid up with respect to each preferred share held by them, together with the fixed premium (if any) thereon, all accrued and unpaid cumulative dividends (if any and if preferential) thereon, and all declared and unpaid non-cumulative dividends (if any and if preferential) thereon. After payment to the holders of preferred shares of the amounts so payable to them, they shall not, as such, be entitled to share in any further distribution of the property or assets of our company except as specifically provided in the special rights and restrictions attached to any particular series.

Warrants

As of July 31, 2014 and December 31, 2013, we had respectively 55,303,000 and 35,101,000 warrants outstanding to purchase common shares at an exercise price of C$0.20. Each share purchase warrant entitles the holder to purchase, subject to adjustment, one common share of our company.

Stock Options

As of July 31, 2014 and December 31, 2013, we had respectively 9,402,500 and 5,077,500 incentive stock options outstanding at exercise prices ranging from C$0.10 - C$0.25. Each incentive stock option entitles the holder to purchase, subject to adjustment, one common share of our company at the exercise price established at the time of grant of the options.

Other Convertible Obligations or Other Outstanding Equity-Linked Securities, or Subscription Rights

As of July 31, 2014 we had issued convertible debentures having a principal amount of C$401,000. 20% of the principal amount of each convertible debenture is convertible into units at a price of C$0.10 during the last 30 days of the debenture term.  Each unit is comprised of one common share and one non-transferable share purchase warrant, exercisable at the price of C$0.20 for a period of three years from issuance.

Issuance of Common Shares

We have financed our operations through, among other things, funds raised in private placements of common shares and proceeds from shares issued upon exercise of stock options and share purchase warrants.

The following table shows our history of share capital in the last three years:

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(1) Includes 497,000 common shares issued as finder's fees for which no cash consideration was received by the company.
(2) Includes 225,000 common shares issued as finder's fees for which no cash consideration was received by the company.

Resolutions/Authorizations/Approvals

Not Applicable.

Incorporation

We are incorporated under the BCBCA. Our British Columbia incorporation number is BC0275807.

Objects and Purposes of Our Company

Our articles do not contain a description of our objects and purposes.

Voting on Certain Proposal. Arrangement, Contract or Compensation by Directors

Other than as disclosed below, our articles do not restrict directors' power to (a) vote on a proposal, arrangement or contract in which the directors are materially interested or (b) to vote compensation to themselves or any other members of their body in the absence of an independent quorum.

The BCBCA does, however, contain restrictions in this regard. The BCBCA provides that a director who holds a disclosable interest in a contract or transaction into which we have entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. A director who holds a disclosable interest in a contract or transaction into which we have entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. A director or senior officer generally holds a disclosable interest in a contract or transaction if (a) the contract or transaction is material to our company; (b) we have entered, or proposed to enter, into the contract or transaction, and (c) either (i) the director or senior officer has a material interest in the contract or transaction or (ii) the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction. A director or senior officer does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of our company or of an affiliate of our company.

Borrowing Powers of Directors

Our articles provide that we, if authorized by our directors, may:

• borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

• issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of our company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

• guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

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• mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of our company.

Qualifications of Directors

Under our articles, a director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the BCBCA to become, act or continue to act as a director.

Share Rights

See "Share Capital" above for a summary of our authorized capital and the special rights and restrictions attached to our Common Shares and Preferred Shares.

Procedures to Change the Rights of Shareholders

Our articles state that the Company may by resolution of its directors: (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares, (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares, (iii) subdivide all or any of its unissued or fully paid issued shares with par value into shares of smaller par value, or (iv) consolidate all or any of its unissued or fully paid issued shares with par value into shares of larger par value; (d) subdivide all or any of its unissued or fully paid issued shares without par value; (e) change all or any of its unissued or fully paid issued shares with par value into shares without par value or all or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any of its shares; (g) consolidate all or any of its unissued or fully paid issued shares without par value; or (h) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA.

Meetings

Each director holds office until our next annual general meeting or until his office is earlier vacated in accordance with our articles or with the provisions of the BCBCA. A director appointed or elected to fill a vacancy on our board also holds office until our next annual general meeting.

Our articles and the BCBCA provide that our annual meetings of shareholders must be held at such time in each calendar year and not more than 15 months after the last annual general meeting and at such place as our Board may from time to time determine. Our directors may, at any time, call a meeting of our shareholders.

The holders of not less than five percent of our issued shares that carry the right to vote at a meeting may requisition our directors to call a meeting of shareholders for the purposes stated in the requisition.

Under our articles, the quorum for the transaction of business at a meeting of our shareholders is one or more persons, present in person or by proxy.

Our articles state that in addition to those persons who are entitled to vote at a meeting of our shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), any lawyer or auditor for our company, any persons invited to be present at the meeting by our directors or by the chair of the meeting and any person entitled or required under the BCBCA or our articles to be present at the meeting.

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Limitations on Ownership of Securities

Neither Canadian law nor our Articles limit the right of a non-resident to hold or vote common shares of the company, other than as provided in the Investment Canada Act (the “Investment Act”), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”). The Investment Act generally prohibits implementation of a direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act (a “non-Canadian”), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common shares of the company by a non-Canadian (other than a “WTO Investor,” as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company, and the value of the assets of the company were C$5.0 million or more (provided that immediately prior to the implementation of the investment the Company was not controlled by WTO Investors). An investment in common shares of the Company by a WTO Investor (or by a non-Canadian other than a WTO Investor if, immediately prior to the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company and the value of the assets of the Company equaled or exceeded an amount determined by the Minister of Finance (Canada) (the “Minister”) on an annual basis. The Minister has determined that the threshold for review for WTO Investors or vendors (other than Canadians) to be C$344 million for the year 2013. A non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire control of the company for purposes of the Investment Act if he or she acquired a majority of the common shares of the company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the company, unless it could be established that the company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO Investor if he or she is a “national” of a country (other than Canada) that is a member of the World Trade Organization (“WTO Member”) or has a right of permanent residence in a WTO Member. A corporation or other entity will be a “WTO Investor” if it is a “WTO Investor-controlled entity,” pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Certain transactions involving our common shares would be exempt from the Investment Act, including:

• an acquisition of the shares if the acquisition were made in the ordinary course of that person’s business as a trader or dealer in securities;

• an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and

• an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of voting interests, remains unchanged.

Change in Control

There are no provisions in our articles or in the BCBCA that would have the effect of delaying, deferring or preventing a change in control of our company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving our company or our subsidiaries.

Ownership Threshold

Our articles or the BCBCA do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that we disclose in our information circular for our annual general meeting, holders who beneficially own more than 10% of our issued and outstanding shares. Most state corporation statutes do not contain provisions governing the threshold above which shareholder ownership must be disclosed. Upon the effectiveness of this registration statement on Form 20-F, we expect that the United States federal securities laws will require us to disclose, in our annual report on Form 20-F, holders who own 5% or more of our issued and outstanding shares.

There are no other contracts, other than those disclosed below and those entered into in the ordinary course of business, that are material to the Company and which were entered into in the most recently completed fiscal year or which were entered into before the most recently completed fiscal year but are still in effect as of the date of this registration statement.

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• Asset Purchase Agreement dated February 14, 2014 among Valdor Technology, VideoWare, Inc., ViewCast.com, Inc. and Valdor Fiber Optics, Inc.

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below.

Certain Canadian Federal Income Taxation

We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his, her or its common shares in the capital of our company in connection with carrying on a business in Canada (a “non-resident holder”).

This summary is based upon the current provisions of the Income Tax Act (Canada), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Treaty”). This summary also takes into account the amendments to the Income Tax Act (Canada) and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder will be subject under the Income Tax Act (Canada) to withholding tax at a rate of 25% subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The Treaty provides that the Income Tax Act (Canada) standard 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

A non-resident holder is not subject to tax under the Income Tax Act (Canada) in respect of a capital gain realized upon the disposition of a common share of our company unless such share represents “taxable Canadian property”, as defined in the Income Tax Act (Canada), to the holder thereof. Our common shares generally will be considered taxable Canadian property to a non-resident holder if:

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• the non-resident holder;
• persons with whom the non-resident holder did not deal at arm’s length; or
• the non-resident holder and persons with whom such non-resident holder did not deal at arm’s length,

owned, or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of such shares. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.

United States Federal Income Taxation

The following is a general discussion of certain material United States federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain Canadian Federal Income Tax Consequences” above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

Holders and prospective holders of common shares should consult their own tax advisors with respect to federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified dividend income” and taxed to U.S. Holders at a maximum U.S. federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

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Capital Gains

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will generally recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Passive Foreign Investment Company Status

We would be a passive foreign investment company (a “PFIC”) if (taking into account certain “look-through” rules with respect to the income and assets of our corporate subsidiaries in which we own 25 percent (by value) of the stock) either (i) 75 percent or more of our gross income for the taxable year was passive income or (ii) the average percentage (by value) of our total assets that are passive assets during the taxable year was at least 50 percent.

If we were a PFIC, each U.S. Holder would (unless it made one of the elections discussed below on a timely basis) be taxable on gain recognized from the disposition of our common shares (including gain deemed recognized if the common shares are used as security for a loan) and upon receipt of certain “excess distributions” (generally, distributions that exceed 125% of the average amount of distributions in respect to such common shares received during the preceding three taxable years or, if shorter, during the U.S. Holder’s holding period prior to the distribution year) with respect to our common shares as if such income had been recognized ratably over the U.S. Holder’s holding period for the common shares. The U.S. Holder’s income for the current taxable year would include (as ordinary income) amounts allocated to the current taxable year and to any taxable year period prior to the first day of the first taxable year for which we were a PFIC. Tax would also be computed at the highest ordinary income tax rate in effect for each other taxable year period to which income is allocated, and an interest charge on the tax as so computed would also apply. Additionally, if we were a PFIC, U.S. Holders who acquire our common shares from decedents (other than nonresident aliens) would be denied the normally available step-up in basis for such shares to fair market value at the date of death and, instead, would have a tax basis in such shares equal to the decedent’s basis, if lower.

As an alternative to the tax treatment described above, a U.S. Holder could elect to treat U.S. as a “qualified electing fund” (a “QEF”), in which case the U.S. Holder would be taxed currently, for each taxable year that we are a PFIC, on its pro rata share of our ordinary earnings and net capital gain (subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge). Special rules apply if a U.S. Holder makes a QEF election after the first taxable year in its holding period in which we are a PFIC. In the event that we conclude that we will be classified as a PFIC, we will make a determination at such time as to whether we will be able to provide U.S. Holders with the information that is necessary to make a QEF election. Amounts includable in income as a result of a QEF election will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. A U.S. Holder’s basis in its common shares will increase by any amount included in income and decrease by any amounts not included in income when distributed because such amounts were previously taxed under the QEF rules. So long as a U.S. Holder’s QEF election is in effect with respect to the entire holding period for its common shares, any gain or loss realized by such holder on the disposition of its common shares held as a capital asset ordinarily will be capital gain or loss. Such capital gain or loss ordinarily would be long-term if such U.S. Holder had held such common shares for more than one year at the time of the disposition. For non-corporate U.S. Holders, long-term capital gain is generally subject to a maximum U.S. federal income tax rate of 15% for taxable years beginning on or before December 31, 2012. The QEF election is made on a shareholder-by-shareholder basis, applies to all common shares held or subsequently acquired by an electing U.S. Holder and can be revoked only with the consent of the IRS.

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As an alternative to making the QEF election, a U.S. Holder of PFIC stock which is publicly traded may in certain circumstances avoid certain of the tax consequences generally applicable to holders of a PFIC by electing to mark the stock to market and recognizing as ordinary income or loss, each taxable year that we are a PFIC, an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC stock and the U.S. Holder’s adjusted tax basis in the PFIC stock. Special rules apply if a U.S. Holder makes a mark-to-market election after the first taxable year in its holding period in which we are a PFIC. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. Holder under the election for prior taxable years. This election is available for so long as the Company’s common shares constitute “marketable stock,” which includes stock of a PFIC that is “regularly traded” on a “qualified exchange or other market.” Generally, a “qualified exchange or other market” includes a national market system established pursuant to Section 11A of the Securities Exchange Act of 1934, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and that has certain characteristics. A class of stock that is traded on one or more qualified exchanges or other markets is “regularly traded” on an exchange or market for any calendar year during which that class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter, subject to special rules relating to an initial public offering. It is not entirely clear whether either the OTCBB or TSXV are qualified exchanges or other markets, or whether there will be sufficient trading volume with respect to the Company’s common shares, and accordingly, whether the common shares will be “marketable stock” for these purposes. Furthermore, there can be no assurances that the Company’s common shares will continue to trade on any of the exchanges listed above.

We believe we were not a PFIC for the year ending December 31, 2013 and do not expect to be classified as a PFIC for the year ending December 31, 2014. However, PFIC status is determined as of the end of each taxable year and is dependent on a number of factors, including the value of our passive assets, the amount and type of our gross income, and our market capitalization. Therefore, there can be no assurance that we will not become a PFIC for the current taxable year ending December 31, 2014 or in a future taxable year. We will notify U.S. Holders in the event we conclude that we will be treated as a PFIC for any taxable year.

There is no dividend restriction; however, we have not declared any dividends since our inception and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future payment of dividends or distributions will be determined by our Board on the basis of our earnings, financial requirements and other relevant factors.

There is no special procedure for non-resident holders to claim dividends. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” above.

The financial statements of our company for the years ended December 31, 2013, 2012 and 2011 included in this registration statement have been audited by I. Vellmer Inc., Chartered Accountants, with a business address at Suite 605 – 1355 West Broadway, Vancouver, British Columbia, Canada V6H 1G9, as stated in their reports appearing in this registration statement and have been so included in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

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Upon the effectiveness of this registration statement, we will be subject to the informational requirements of the Securities Exchange Act of 1934 (United States), and we will thereafter file reports and other information with the Securities andExchange Commission. You may read and copy any of our reports and other information at, and obtain copies upon paymentof prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Room 1024,Washington, DC 20549. In addition, the Securities and Exchange Commission maintains a web site that contains reports andother information regarding registrants that file electronically with the Securities and Exchange Commission athttp://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330.

The documents concerning our company referred to in this registration statement may be viewed at the offices of Salley Bowes Harwardt LLP, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6, during normal business hours.

Our company operates in conjunction with our two majority owned subsidiaries, Fiberlight Optics, Inc., a Delaware corporation, of which we directly hold 94% control and Valdor Fiber Optics, Inc. a Delaware corporation, of which we hold indirectly through Fiberlight Optics, Inc., a 94% controlling interest. Fiberlight Optics, Inc. was incorporated in Delaware on August 7, 2000 and Valdor Fiber Optics, Inc. was incorporated in Delaware on November 6, 1996. Valdor Fiber Optics, Inc. is our operating subsidiary.

Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments as follows: cash is classified as a financial asset at FVTPL, accounts receivable is classified as loans and receivables, and due to related parties and accounts payable are classified as other financial liabilities, which are measured at amortized cost. The carrying value of these instruments approximates their fair values due to their short term to maturity.

The Company has exposure to the following risks from its use of financial instruments:

• Credit risk;
• Liquidity risk;
• Market risk; and
• Foreign currency risk.

Credit Risk

Credit risk is the risk of financial loss to our company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Our company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. Our company provides credit to its clients in the normal course of operations. It carries out, on a continuing basis, credit checks on its clients and maintains provisions for contingent losses.

Liquidity Risk

Liquidity risk is the risk that our company is not able to meet its financial obligations as they become due. There can be no assurance that our company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Our company may seek additional financing through equity offerings and advances from related parties, but there can be no assurance that such financing will be available on terms acceptable to the Company.

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Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates.

Foreign Currency Risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates.  The majority of our company’s operations are carried out in the United States, however the majority of financing is carried out in Canada.  As at December 31, 2013, our company had Canadian dollars cash of C$212,620 (2012: C$16,575), accounts payable of C$97,656 (2012: C$251,924), loans payable of C$475,000 (2012: C$45,500), due to related parties of C$20,534 (2012: C$454,589).  These factors expose us to foreign currency exchange rate risk, which could have a material adverse effect on our profitability.  We do not manage currency risk through hedging or other currency management tools.

As at December 31, 2013 and December 31, 2012 our net exposure to foreign currency risk is as follows:

Based on the above, assuming all other variables remain constant, a 1.5% weakening or strengthening of the US dollar against the Canadian dollar would result in approximately C$5,663 (December 31, 2012 - C$11,031) foreign exchange loss or gain in the consolidated statements of operations.

Not applicable.

PART II

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Our company has not adopted a Code of Ethics given its current stage of development. As our company grows, we may adopt a Code of Ethics in the future.

Not applicable.

Not applicable.

Not applicable.

Our financial statements are stated in United States dollars and are prepared in accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed with and incorporated herein as part of this registration statement:

See "Item 17 - Financial Statements".

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Notes:

(1) Incorporated by reference from the applicable exhibit to our registration statement on Form 20-F filed on March 26, 2014.
(2) Incorporated by reference from the applicable exhibit to Amendment No. 1 to our registration statement filed on May 28, 2014.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

VALDOR TECHNOLOGY INTERNATIONAL INC.

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VALDOR TECHNOLOGY INTERNATIONAL INC.

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012

(Stated in US Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders of
Valdor Technology International Inc.

I have audited the accompanying consolidated financial statements of Valdor Technology International Inc., which comprise the consolidated statements of financial position as at December 31, 2013 and 2012 and the consolidated statements of operations and comprehensive loss, the consolidated statements of changes in shareholders’ deficiency and the consolidated statements of cash flows for the years ended December 31, 2013 and 2012, and a summary of significant accounting policies and other explanatory information. These consolidated financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012 and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012 in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

The accompanying consolidated financial statements have been prepared using International Financial Reporting Standards assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses since inception and has not yet developed self-sustaining operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

APPROVED BY THE DIRECTORS:

SEE ACCOMPANYING NOTES

SEE ACCOMPANYING NOTES

SEE ACCOMPANYING NOTES

SEE ACCOMPANYING NOTES

The Company was incorporated under the British Columbia Company Act on March 19, 1984 and is publicly traded on the TSX Venture Exchange. During the year ended December 31, 2013, the Company’s principal business was developing, manufacturing and marketing of fiber optic products.

The address of the Company’s corporate office is 450 - 789 West Pender Street, Vancouver, BC V6C 1H2 and the Company’s operations are at 3116 Diablo, Hayward, California 94545.

The significant accounting policies set out below have been applied consistently in all material respects to all years presented in these financial statements, unless otherwise indicated.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes: