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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - ALR TECHNOLOGIES INC.exh31-1.htm
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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - ALR TECHNOLOGIES INC.exh32-1.htm





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

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-30414

ALR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

7400 Beaufont Springs Drive Suite 300
Richmond, VA 23225
(Address of principal executive offices, including zip code.)

(804) 554-3500
(Telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 232.405 of this chapter) 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, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [   ]     NO [X]


APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 213,977,909 as of November 14, 2011.





 
 

 


ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company

Index

PART I.  FINANCIAL INFORMATION
 
   
Item 1.
Financial Statements.
 
 
Condensed Consolidated Balance Sheets
3
 
Condensed Consolidated Statements of Operations
4
 
Condensed Consolidated Statements of Cash Flows
5
 
Notes to Condensed Consolidated Financial Statements
6
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
22
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
31
     
Item 4.
Controls and Procedures.
31
     
     
 
PART II.  OTHER INFORMATION
 
     
Item 1.
Legal Proceedings.
32
     
Item 1A.
Risk Factors.
32
     
Item 3.
Defaults Upon Senior Securities.
32
     
Item 6.
Exhibits.
33
     
Signatures
34
   
Exhibit Index
35









 
-2-

 


PART I.  FINANCIAL INFORMATION

ITEM 1.            CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Condensed Consolidated Balance Sheets
($ United States)

 
   
September 30
 
December 31
   
2011
 
2010
   
(Unaudited)
   
ASSETS
       
CURRENT ASSETS:
       
Cash
$
11,151
$
1,829
Total Assets
$
11,151
$
1,829
 
       
 
       
LIABILITIES AND STOCKHOLDERS’ DEFICIT
       
CURRENT LIABILITIES: 
       
Accounts payable and accrued liabilities
$
793,738
$
801,923
Payroll payable
 
8,840
 
8,940
Interest payable
 
1,805,470
 
1,426,294
Advances payable
 
164,786
 
213,678
Lines of credit
 
2,363,929
 
889,170
Promissory notes payable
 
5,286,319
 
5,275,333
Total Liabilities
$
10,423,082
$
8,615,338
 
       
STOCKHOLDERS’ DEFICIT:
       
Capital stock
       
 
         
 
Authorized: 350,000,000 shares of common stock with a par value
of $0.001 per share
       
 
         
 
Issued: 213,977,909 and 213,527,909 shares of common stock issued
and outstanding, respectively
 
213,977
 
213,527
Additional paid-in capital
 
25,998,417
 
23,428,360
Accumulated deficit
 
(36,624,325)
 
(32,255,396)
Total Stockholders’ Deficit
 
(10,411,931)
 
(8,613,509)
Total Liabilities and Stockholders’ Deficit
$
11,151
$
1,829









See accompanying notes to the condensed consolidated financial statements.

 
-3-

 


ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Condensed Consolidated Statements of Operations
($ United States)
(Unaudited)


 
           
           
October 21, 1998
   
Three months Ended
 
Nine months Ended
 
(Inception)
   
September 30
 
September 30
 
to September 30,
   
2011
 
2010
 
2011
 
2010
 
2011
Revenue
                   
 
                   
Sales
$
-
$
-
$
-
$
-
$
2,994,931
Cost of sales
 
-
 
-
 
-
 
-
 
3,325,639
Gross Margin
 
-
 
-
 
-
 
-
 
(330,708)
Operating Expenses
                   
Depreciation
 
-
 
-
 
-
 
309
 
52,694
General and administration
 
145,565
 
116,828
 
615,452
 
282,986
 
12,316,944
Market development
 
421,801
 
-
 
633,515
 
-
 
633,515
Product development
 
77,031
 
46,539
 
220,927
 
144,539
 
3,306,184
Professional fees
 
21,379
 
24,096
 
122,897
 
81,170
 
1,863,705
Total Operating Expenses
 
665,776
 
187,463
 
1,592,791
 
509,004
 
18,173,042
Operating Loss
 
(665,776)
 
(187,463)
 
(1,592,791)
 
(509,004)
 
(18,503,750)
Other Expenses
                   
Interest
 
375,425
 
310,628
 
2,776,138
 
1,076,807
 
17,774,689
Loss on write-off equipment
 
-
 
-
 
-
 
4,066
 
36,623
Other items
                 
309,263
Total Other Expenses
 
375,425
 
310,628
 
2,776,138
 
1,080,873
 
18,120,575
Net Loss
$
(1,041,201)
$
(498,091)
$
(4,368,929)
$
(1,589,877)
$
(36,624,325)
Net loss per share, basic and diluted
$
-
$
-
$
(0.02)
$
(0.01)
   
 
                   
Weighted average shares outstanding,
- basic and diluted
 
213,977,909
 
211,527,909
 
213,872,027
 
211,527,909
   

















See accompanying notes to the condensed consolidated financial statements.

 
-4-

 


ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Condensed Consolidated Statements of Cash Flows
($ United States)
(Unaudited)

 
       
October 21, 1998
   
Nine months Ended
 
(Inception)
   
September 30
 
to September 30,
   
2011
 
2010
 
2011
OPERATING ACIVITIES
           
Net loss
$
(4,368,929)
$
(1,589,877)
$
(36,624,325)
Depreciation
 
-
 
309
 
52,694
Disposal of equipment
 
-
 
4,066
 
36,623
Stock-based compensation-development costs
 
-
 
-
 
528,618
Stock-based compensation-interest expenses
 
2,114,645
 
545,789
 
7,659,259
Stock-based compensation-general and administration
 
230,877
 
50,000
 
3,223,816
Other non-cash items included in net loss
 
43,786
 
511
 
338,835
Non-cash imputed interest expenses
 
136,199
 
138,987
 
2,954,766
Equity instruments issued to settle liabilities
 
-
 
-
 
1,871,718
Changes in operating assets and liabilities:
           
Decrease in receivables
 
-
 
-
 
8,727
Increase in prepaid expenses
 
-
 
(16,142)
 
-
Increase (decrease) in accounts payable and accrued liabilities
 
(8,285)
 
(13,708)
 
1,306,603
Increase (decrease) in advances payable
 
(3,892)
 
(100,624)
 
3,211,244
Increase in interest payable
 
379,176
 
386,174
 
3,651,651
 
           
Net cash used in operating activities
 
(1,476,423)
 
(594,515)
 
(11,779,771)
INVESTING ACTIVITIES
           
Purchase of equipment
 
-
 
-
 
(43,078)
Net cash used in investing activities
 
-
 
-
 
(43,078)
FINANCING ACTIVITIES
           
Other financing activities
 
-
 
-
 
(115,492)
Expenditures to repurchase shares
 
-
 
-
 
(342,038)
Proceeds from issuance of shares
 
-
 
-
 
294,658
Repayment of promissory notes payable
 
-
 
-
 
(970,879)
Proceeds from borrowings on line of credit and bank loans
 
1,485,745
 
594,055
 
2,363,948
Proceeds from issuance of promissory notes payable
 
-
 
-
 
10,603,803
Net cash provided by financing activities
 
1,485,745
 
594,055
 
11,834,000
Net increase (decrease) in cash
 
9,322
 
(460)
 
11,151
Cash, beginning of period
 
1,829
 
658
 
-
Cash, end of period
$
11,151
$
197
$
11,151
Supplemental information:
           
Shares issued to settle liabilities
 
-
 
-
 
6,807,473
Cash paid for interest expenses
 
-
 
5,857
 
1,223,335






See accompanying notes to the condensed consolidated financial statements.

 
-5-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


1.         Basis of Presentation, Nature of Operations and Going Concern

ALR Technologies Inc. (the “Company”) was incorporated under the laws of the state of Nevada on March 24, 1987 as Mo Betta Corp. On October 21, 1998 the Company acquired a subsidiary, which was subsequently disposed of, through a reverse take-over acquisition. On December 28, 1998, the Company changed its name to ALR Technologies Inc. The Company has developed a line of medication compliance reminder devices and compliance monitoring systems that will assist people with taking their medications and treatments on time and allow for health care professionals to remotely monitor and intervene as necessary if a person is noncompliant. On October 17, 2011 the Company announced that it had received 510(k) clearance from the United States Food and Drug Administration for its Health-e-Connect (HeC) System. The Company is currently assessing the marketplace for its product in preparation for its commercial launch.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future.

Several adverse conditions cast substantial doubt on the validity of this assumption.  The Company has incurred significant losses over the nine month periods ended September 30, 2011 and 2010 of $4,368,929 and $1,589,877 respectively.  In addition, losses incurred for the years ended December 31, 2010 and 2009 were $2,075,128 and $2,200,301, respectively. As of September 30, 2011, the Company is currently unable to self-finance its operations, has a working capital deficit of $10,411,931 ($8,613,509 at December 31, 2010), an accumulated stockholders’ deficit of $10,411,931 ($8,613,509 at December 31, 2010), limited resources, no source of operating cash flow, and no assurance that sufficient funding will be available to conduct continued product development activities required. If the Company is able to finance its required product development activities, there is no assurance the Company’s current projects will be commercially viable or profitable.  The Company has debts comprised of accounts payable, payroll payable, advances, interest, lines of credit and promissory notes payable totalling $10,423,082 currently due, due on demand or considered delinquent. There is no assurance that the Company will not face legal action from creditors regarding delinquent accounts payable, payroll payable, advances, promissory notes and interest payable. Any one or a combination of these above conditions could result in the failure of the business and cause the Company to cease operations.

The Company’s ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s product line and ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. Management has obtained short-term financing through lines of credit facility with available borrowing up to $4.5 million (As of September 30, 2011 the total balance outstanding was $2,363,928). The resolution of whether the Company is able to continue as a going concern is dependent upon the realization of management’s plans. If additional financing is required, the Company plans to raise needed capital through the exercise of share options and by future common share private placements. There can be no assurance that the Company will be able to raise any additional debt or equity capital from the sources described above, or that the lender in the line of credit arrangement will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term financing or achieving long-term profitable operations, the Company will be required to cease operations.


 
-6-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


1.         Basis of Presentation, Nature of Operations and Going Concern (continued)

All of the Company’s debt is either due on demand or is in default and is now due on demand, while continuing to accrue interest at its stated rate. The Company will seek to obtain creditors’ consents to delay repayment of the outstanding promissory notes payable and related interest thereto, until it is able to replace this financing with funds generated by operations, recapitalization with replacement debt or from equity financings through private placements. While the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. In the past, creditors have successfully commenced legal action against the Company to recover debts outstanding. In those instances, the Company was able to obtain financing from related parties to cover the verdict or settlement; however, there is no assurance that the Company would be able to obtain the same financing in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.

The Company’s activities will necessitate significant uses of working capital beyond 2011. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued product development and distribution efforts. The Company plans to continue financing its operations with the line of credit it has available.

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.


2.         Significant Accounting Policies

The condensed consolidated balance sheet as of December 31, 2010, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of September 30, 2011 and 2010, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments.

These condensed consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the U.S. Securities and Exchange Commission.

The results of operations for the nine month period ended September 30, 2011, are not necessarily indicative of the results to be expected for the full year.



 
-7-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


2.         Significant Accounting Policies (continued)

a)
Development stage company

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, developing operating assets and raising capital. Accordingly, the Company is considered to be in the development stage as defined in ASC 915 Development Stage Entities. While the Company generated revenues from its previous generation of products, the Company has not generated any revenues from its current principal operations, and there is no assurance of future revenues.

b)
Principles of consolidation

These condensed consolidated financial statements include the accounts of the Company and its integrated wholly-owned subsidiary, ALRTech Health Systems Inc. (incorporated in British Columbia, Canada on April 15, 2008). All significant inter-company balances and transactions have been eliminated.

c)
Stock-based compensation

The Company follows the fair value method of accounting for stock-based compensation. The Company estimates the fair value of share-based payment awards on the date of grant using an option pricing model.  The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s condensed consolidated financial statements.  The Company estimates the fair value of the stock options using the Black-Scholes valuation model.  The Black-Scholes valuation model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.

d)
Loss per share

Basic loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the three and nine month periods ended September 30, 2011 and 2010. Diluted loss per share is calculated by dividing the net loss by the sum of the weighted average number of shares outstanding and the dilutive equivalent shares outstanding during the period. Equivalent shares consist of the shares issuable upon exercise of stock options and warrants calculated using the treasury stock method. Common equivalent shares are not included in the calculation of the weighted average number of shares outstanding for diluted loss per common shares when the effect would be anti-dilutive.

e)
Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring management estimates include the determination of the fair value of common shares issued as settlement of promissory notes payable, interest payable, advances payable and accounts payable; the determination of accrued liabilities, promissory notes payable and interest payable; and assumptions used in the determination of fair value of stock options granted.  Management believes the estimates are reasonable; however, actual results could differ from those estimates.


 
-8-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


2.         Significant Accounting Policies: (continued)

f)
Fair value

The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”  The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset.  This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:

·   
Level 1:  Observable inputs such as quoted prices in active markets; 

·   
Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·   
Level 3:  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. 

g)
Recent accounting pronouncements

In May 2011, the Financial Accounting Standards Board ("FASB") issued a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements.  The standard is effective for interim and annual periods beginning after December 15, 2011.  Early adoption is not permitted.  The Company does not expect the adoption of this accounting guidance to have a material impact on its consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3.         Interest, Advances and Promissory Notes Payable

On September 4, 2009, the Company received a Notice of Credit to Judgment from the Superior Court of the State of North Carolina, whereby the Company was ordered to pay two creditors holding promissory notes payable (the “plaintiffs”) an aggregate amount of $1,988,000 for principal, interest and legal fees incurred. Subsequent to the verdict, the Company, two directors, a relative of a director (the “Purchaser”) and the plaintiffs entered into a settlement agreement (the “Settlement Agreement”) whereby a relative of a director acquired $1,313,000 of debts from the plaintiffs in a private transaction. The remaining $675,000 due to the plaintiffs was exchanged for common shares of the Company as part of a separate debt for shares settlement (note 6). As part of the Settlement Agreement, a second director, not related to the Purchaser, assigned unsecured advances payable of the Company with no stated terms of interest, totalling $425,000, to the plaintiffs. As part of the Settlement Agreement, the Company agreed to the following repayment terms:

-           $300,000 repayable at a rate of $25,000 per month (note 6); and
-           $125,000 repayable in whole by January 15, 2011 (unpaid)

 
-9-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


3.         Interest, Advances and Promissory Notes Payable (continued)

a)         Interest payable

A summary of the interest payable activity is as follows:

Balance, December 31, 2009
 
967,921 
 
Interest incurred on promissory notes payable
 
464,231 
 
Repayment of interest payable through line of credit
 
(5,858)
Balance, December 31, 2010
$
1,426,294 
Interest incurred on promissory notes payable
 
379,176
Repayment of interest payable through line of credit
 
-
Balance, September 30, 2011
$
1,805,470

Interest payable is to the following:

   
September 30
 
December 31
   
2011
 
2010
 
Relatives of directors
$
1,107,010
$
867,555
 
Non-related parties
 
698,460
 
558,739
 
$
1,805,470
$
1,426,294

Historically, all interest payable incurred is from interest incurred at the stated rate of promissory notes issued by the Company. The payment terms, security and any interest payable are based on the underlying promissory notes payable that the Company has outstanding.

b)         Advances payable

A summary of the advances payable activity is as follows:

Balance, December 31, 2009
$
266,046
Advances accrued
 
285,832
Advances repaid from proceeds of line of credit
 
(338,200)
Balance, December 31, 2010
$
213,678
Advances accrued
 
234,600
Advances repaid from proceeds of line of credit
 
(283,492)
Balance, September 30, 2011
$
164,786

Advances payable are to the following:

   
September 30
 
December 31
   
2011
 
2010
Advances payable to:
       
 
Companies controlled by directors
 
65,524
 
119,035
 
Current and former directors
 
99,262
 
94,643
 
$
164,786
$
213,678


 
-10-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


3.         Interest, Advances and Promissory Notes Payable (continued)

Advances payable are unsecured, have no stated terms of interest and are due on demand.

c)         Promissory notes payable:

A summary of the promissory notes payable activity is as follows:

Balance, December 31, 2010
$
5,275,333 
 
Promissory notes payable issued
 
10,986
Balance, September 30, 2011
$
5,286,319

On December 14, 2010, a creditor demanded repayment of a promissory note of $200,000 and accumulated interest of approximately $365,000. To date, this amount has not been repaid.

On October 27, 2010, the Company had a default judgment ruled against them which results in being held legally liable for an additional $11,000 of accrued interest. The Company has accrued the liability relating to this judgment as of September 30, 2011.

Promissory notes payable are to the following:

Relatives of Directors
 
September 30,
2011
 
December 31, 2010
         
Promissory notes payable to relatives of directors collateralized by a
general security agreement on all the assets of the Company, due on
demand:
       
             
 
i.
Interest at 1% per month
$
845,617
$
845,617
             
 
ii.
Interest at 1.25% per month
 
51,347
 
51,347
             
 
iii.
Interest at the U.S. bank prime rate plus 1%
 
500,000
 
500,000
         
Promissory notes payable, unsecured to relatives of a former director,
bearing interest at 0.625% per month, with $50,000 repayable on
October 5, 2004 and $60,000 repayable on July 28, 2006, due on
demand
 
110,000
 
110,000
         
Promissory notes payable, unsecured, to relatives of a director,
bearing interest at 1% per month, due on demand
 
1,465,000
 
1,465,000
 
$
2,971,964
$
2,971,964




 
-11-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


3.         Interest, Advances and Promissory Notes Payable (continued)

c)         Promissory notes payable (continued)

Unrelated Lenders
 
September 30,
2011
 
December 31,
2010
         
Unsecured promissory notes payable to unrelated lenders:
       
             
 
i.
Interest at 1% per month, repayable on September 30, 2009,
due on demand
$
450,000
$
450,000
             
 
ii.
Interest at 1% per month, with $50,000 repayable on
December 31, 2004, $75,000 repayable on August 18, 2007,
$75,000 repayable on November 19, 2007 and the balance
due on demand. All are due on demand, accruing interest at
the same rate.
 
887,457
 
887,457
             
 
iii.
Interest at 0.625% per month, with $40,000 repayable on
December 31, 2004, all due on demand
 
40,000
 
40,000
             
 
iv.
Non-interest-bearing, repayable on July 17, 2005, due on
demand
 
270,912
 
270,912
             
 
v.
Non-interest-bearing loan repayable at $25,000 per month
beginning October 2009, none repaid to date
 
310,986
 
300,000
             
 
vi.
Non-interest-bearing loan, due January 15, 2011
 
125,000
 
125,000
           
Promissory notes payable, secured by a guarantee from a director and
relative of a director, bearing interest at 1% per month, with $200,000
repayable on July 31, 2003, all due on demand
 
230,000
 
230,000
   
2,314,355
 
2,303,369
 
$
5,286,319
$
5,275,333

d)         Interest expense
 
During the nine months ended September 30, 2011, the Company incurred interest expense of $2,776,138 (2010: $1,076,807) as follows:

-
$379,176 (2010: $348,425) incurred on promissory notes payables as shown in note 3(c);
-
$132,054 (2010: $43,606) incurred on lines of credit payable
-
$136,199 (2010: $138,987) incurred from the calculation of imputed interest on accounts payable outstanding for longer than one year, advances payable and promissory notes payable, which had no stated interest rate;
-
$2,128,709 (2010: $545,789) incurred in connection with stock options granted to creditors providing the lines of credit to the Company


 
-12-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


4.         Lines of Credit

The Company has two lines of credit as follows:

Creditor
Interest Rate
Borrowing Limit
Repayment
Terms
Amount
Outstanding
Security
Purpose
Chairman
1% per Month
$2,500,000
Due on Demand
$672,909
General Security over Assets
Sales and Marketing Program
Relative of Chairman
1% per Month
$2,000,000
Due on Demand
$1,691,020
General Security over Assets
Operations, Product Development

On March 6, 2011, the Chairman of the Company established a line of credit of up to $2.5 million with the Company for the exclusive purpose of funding the costs of a comprehensive sales and marketing campaign. To date and during the nine months ended September 30, 2011, the Company has borrowed $647,133 for its sales and marketing program and incurred interest of $25,776.

On May 25 2010, the Company finalized negotiations with a relative of the Chairman for a line of credit borrowing arrangement of $1M. All funds borrowed bear interest at 1% per month, are due on demand and are secured by all the assets of the Company. On January 3, 2011, the Company entered into an agreement with this creditor to increase the borrowing limit from $1,000,000 to $2,000,000.

During the nine months ended September 30, 2011 the Company borrowed a total of $1,541,137 from this creditor and incurred interest expense of $106,277 to bring the total amounts incurred to date borrowings of $1,541,137 and interest of $149,883.

As consideration for the two lines of credit, the Company has granted 60,000,000 options (note 5(c)).


5.         Capital Stock

a)         Authorized share capital

350,000,000 shares of common stock with a par value of $0.001 per share

b)         Issued capital stock

On March 6, 2011, 450,000 stock options, with an exercise price of $0.10 per share, were exercised for a reduction in advances payable totalling $45,000.

On July 1, 2010 the Company entered into an agreement with an Officer to issue 2,000,000 common shares as compensation for the initial three months of services provided by the Officer to the Company. The common shares were valued at $0.025 per share for a total value of $50,000. The amount was determined to be the fair market value since the individual became an Officer upon entering into this agreement and immediately prior to that was an arm’s length individual.



 
-13-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


5.         Capital Stock (continued)

c)         Stock options

During the nine months ended September 30, 2011:

On January 3, 2011, the Company granted a creditor, who is a relative of a Director and Officer of the Company, 20,000,000 stock options of the Company exercisable at $0.05 per share expiring November 29, 2015. The stock options were granted in exchange for providing an increase in the borrowing limit on its line of credit from $1,000,000 to $2,000,000.

Also as consideration for providing this additional financing, the Company has modified the terms of 10,000,000 stock options granted to the Creditor on March 7, 2010 and previously modified August 8, 2010. The terms have been modified as follows:

-  
Increased the number of stock options granted from 10,000,000 to 20,000,000
-
Reduced the exercise price of the 20,000,000 stock options granted from $0.10 per share to $0.05 per share.

The Company valued the stock-based compensation resulting from these transactions at $1,493,702.

On March 6, 2011, the Chairman of the Company established a line of credit of up to $2.5 million with the Company for the exclusive purpose of funding the costs of a comprehensive marketing campaign. Under a related agreement, also dated as of March 6, 2011, the Chairman was granted 20,000,000 stock options of the Company exercisable at $0.125 per share, expiring March 5, 2016. Such options will vest on the basis of eight (8) options for each one ($1.00) dollar of principal borrowed to meet the costs of the sales and marketing program. The Company valued the stock-based compensation resulting from this grant at $2,400,000. During the nine months ended September 30, 2011, 5,177,056 stock options have vested for which the Company had recognized expense of $620,943, representing the fair value as calculated using the Black-Scholes model. To date, including those that vested above, 5,177,056 stock options have vested.

Also on March 6, 2011, the Company granted 250,000 stock options to a consultant. The stock options were exercisable at $0.10 per share for five years from the date of grant. Furthermore, 200,000 stock options granted to a consultant on July 1, 2010, were modified as follows:

-
All 200,000 stock options are to vest immediately
-
The exercise price of the option was reduced from $0.25 per share to $0.10 per share.

All 450,000 of these stock options were exercised immediately after the Board of Directors approved the above described transaction. The Company valued the stock-based compensation resulting from these transactions at $44,455.
 
On May 4, 2011, the Company granted 1,000,000 stock options to an officer of the Company for services provided in getting the Company’s FDA submission completed. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $210,000 and allocated this to selling, general and administration expenses.


 
-14-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


5.         Capital Stock (continued)

c)         Stock options (continued)

On May 24, 2011, the Company granted 100,000 stock options to a consultant of the Company for services rendered. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $21,000.

During the year ended December 31, 2010:

The Company granted 11,400,000 stock options as follows:

 
-
On March 7, 2010, 10,000,000 stock options to a relative of a director for advancing funds on the line of credit under negotiation. The options are exercisable at $0.10 per share and expire on December 31, 2011. These options vested immediately and the fair value totaling $409,512 was allocated to interest expense. On August 8, 2010 the expiry date of all 10,000,000 stock options was extended to March 7, 2015. Additional stock-based compensation expense of $87,255 reflecting the increased fair value of these modified stock options was allocated to interest expense at that time.

 
-
On July 1, 2010, 1,200,000 stock options to creditors of the Company exercisable at $0.25 per share for a term of five years expiring September 30, 2015. These options with a fair value of $49,022 vested immediately and were allocated to interest expense.

 
-
On July 1, 2010, 200,000 stock options to a consultant of the Company exercisable at $0.25 per share for a term of five years expiring September 30, 2015. The stock options have a fair value of $8,309. Commencing July 1, 2011, 50,000 of the stock options vest each July 1 until all the stock options are fully vested. Stock-based compensation expense of $1,030 was recognized as professional fees during 2010.

A summary of stock option activity is as follows:

 
Nine Months Ended
Year Ended
 
September 30, 2011
December 31, 2010
 
Number of
 
Weighted Average
Number of
 
Weighted Average
 
Options
 
Exercise Price
Options
 
Exercise Price
Outstanding, beginning of period
13,555,000
$
0.13
3,505,000
$
0.25
Granted
51,350,000
 
0.08
11,400,000
 
0.10
Exercised
(450,000)
 
(0.10)
-
 
-
Expired
(200,000)
$
-
(1,350,000)
 
0.25
             
Outstanding, end of period
64,255,000
$
0.08
13,555,000
$
0.13
             
Exercisable, end of period
49,432,056
$
0.12
13,355,000
$
0.13



 
-15-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


5.         Capital Stock (continued)

c)         Stock options (continued)

The options outstanding at September 30, 2011 and December 31, 2010 were as follows:

 
September 30, 2011
 
December 31, 2010
 
Expiry Date
Options
 
Exercise Price
 
Intrinsic Value
 
Options
 
Exercise Price
Intrinsic Value
                     
April 7, 2011
-
$
0.25
 
-
 
200,000
$
0.25
-
December 19, 2011
1,455,000
$
0.25
 
-
 
1,455,000
$
0.25
-
March 7, 2015
20,000,000
$
0.05
 
0.03
 
10,000,000
$
0.10
-
September 30, 2015
1,200,000
$
0.25
 
-
 
1,400,000
$
0.25
-
November 29, 2015
20,000,000
$
0.05
 
0.03
 
-
 
-
-
March 6, 2016
20,000,000
$
0.13
 
-
 
-
 
-
-
May 4, 2016
1,000,000
$
0.20
 
-
 
-
 
-
-
May 23, 2016
100,000
$
0.20
 
-
 
-
 
-
-
May 31, 2017
500,000
$
0.25
 
-
 
500,000
$
0.25
-
Total
64,255,000
$
0.08
 
-
 
13,555,000
$
0.12
 
Weighted Average Remaining
Contractual Life
3.94
         
3.43
     

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for in-the-money options, based on the $0.08 (December 31, 2010: $0.04) closing stock price of the Company’s common stock on the NASDAQ over-the-counter market (OTC) on September 30, 2011. As of September 30, 2011, 40,000,000 (December 31, 2010: none) of the stock options outstanding were in-the-money.

The Company uses the fair value method for determining stock-based compensation for all options granted during the fiscal periods. The fair value was determined using the Black-Scholes option pricing model based on the following weighted average assumptions:

 
September 30, 2011
 
December 31, 2010
       
Risk-free interest rate
1.45%
 
1.76%
Expected life
5 years
 
5 years
Expected dividends
0%
 
0%
Expected volatility
308%
 
252%
Forfeiture rate
0%
 
0%

The weighted average fair value for the options granted during the nine months ended September 30, 2011 was $0.07 (2010: $0.04).




 
-16-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)

5.         Capital Stock (continued)

c)         Stock options (continued)

The compensation cost of the stock options granted was allocated as follows:

   
Three months ended
September 30, 2011
 
Three months ended
September 30, 2010
 
Nine months ended
September 30, 2011
 
Nine months ended
September 30, 2010
Interest expense:
               
 
Unrelated parties
$
-
$
49,022
       
 
Related parties
 
141,178
 
87,255
$
2,114,645
$
545,789
Professional fees:
               
 
Unrelated parties
$
-
$
511
$
43,785
$
511
General and Administrative:
               
 
Unrelated parties
$
-
$
 
$
20,989
$
 
 
Related parties
 
-
 
-
 
209,888
 
-

6.         Contingencies

Accounts payable and accrued liabilities as of September 30, 2011 include $180,666 (December 31, 2010 - $180,666) of amounts owing to a supplier, which the Company is in the process of disputing. The outcome of this matter cannot be determined at this time. Any adjustment will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.

The Company has had three judgments made against it relating to overdue promissory notes and accrued interest and a fourth creditor has demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory notes and related accrued interest and could be subject to further action. The legal liability of these promissory notes and accrued interest have been fully recognized and recorded by the Company.

7.         Related Party Transactions

Related party transactions included the following:

   
Three months ended
September 30, 2011
 
Three months ended
September 30, 2010
 
Nine months ended
September 30, 2011
 
Nine months ended
September 30, 2010
Development costs:
               
Services rendered by
directors and officers
$
15,000
$
15,000
$
45,000
$
45,000
                 
Interest expense:
               
Promissory notes issued to
relatives of directors
 
78,619
 
76,847
 
235,857
 
239,193
Lines of credit to directors and relatives of directors
 
62,370
 
16,771
 
132,054
 
22,758
Stock options granted to
relatives of directors
 
141,178
 
87,255
 
2,114,645
 
496,767
                 
Selling, general and
administration:
               
Compensation to directors
and officers
 
47,400
 
47,400
 
352,088
 
142,200


 
-17-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


7.         Related Party Transactions (continued)

Except as discussed in the next paragraph, all transactions with related parties were incurred in the normal course of operations and measured at the exchange amount, which is the amount of consideration established and agreed upon by the transacting parties.

Interest on promissory notes payable to related parties, management compensation and compensation paid to a relative of a director have been recorded at the exchange amount, which is the amount agreed to by the parties. Options granted to related parties have been recorded at their estimated fair value as disclosed note 3(c).


8.         Commitments

The Company has annual compensation arrangements with the following individuals:

Sidney Chan
$
180,000 
Lawrence Weinstein
$
156,000
Dr. Jaroslav Tichy
$
60,000

The contracts are automatically renewed annually and may be terminated by the Company at any time, effective thirty or sixty days after delivery of notice, without any further compensation.

The terms of Mr. Chan’s contract provides for monthly consulting fees of $15,000 per month and vehicle allowance of $800 per month as Chief Executive Officer of the Company. The contract also provides for a commission of 1% of net sales during the term of the agreement. The initial term of the contract is for one year and automatically renews for continuous one year terms.
 
 
The terms of Mr. Weinstein’s contract provides for periodic increases in the amount of monthly compensation following the first year as President and Chief Operating Officer of the Company. After the initial year, Mr. Weinstein will earn no less than $13,000 per month as agreed upon by Mr. Weinstein and the other directors. The initial term of the contract is for one year and automatically renews for continuous one year terms.

The terms of Mr. Tichy’s contract provide for monthly consulting fees of $5,000 per month in his services as VP Product Development. The initial term of the contract is for one year and automatically renews for continuous one year terms.

In addition, if more than 50% of the Company’s stock or assets are sold, Messrs. Chan and Tichy will be compensated for entering into non-compete agreements based on the selling price of the Company or its assets as follows:

2% of sales price up to $24,999,999 plus
3% of sales price between $25,000,000 and $49,999,999 plus
4% of sales price between $50,000,000 and $199,999,999 plus
5% of sales price in excess of $200,000,000

Any other amounts distributed to each key employee are to be determined by the Board of Directors.


 
-18-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


9.         Financial Instruments

The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, advances payable, interest payable and promissory notes payable.

Fair value

The fair values of cash and certain accounts payable and accrued liabilities approximate their carrying values due to the relatively short periods to maturity of these instruments.

Certain accounts payable have been outstanding longer than one year. The Company has recorded imputed interest at a rate of 1% per month over the period the payables have been outstanding for longer than one year, with a corresponding amount recognized in additional paid-in capital. The calculated amount represents the implicit compensation for the use of funds beyond a reasonable term for regular trade payables.

For the purposes of fair value analysis, promissory notes payable can be separated into three classes of financial liabilities.

i.       Interest-bearing promissory notes, lines of credit and related interest payable
ii.      Non-interest-bearing promissory notes past due

The interest-bearing promissory notes payable are all delinquent and have continued to accrue interest at their stated rates. The Company currently does not have the funds to extinguish these debts and will continue to incur interest until such time as the liabilities are extinguished. There is not an active market for delinquent loans for a Company with a similar financial position. Management asserts the carrying values of the promissory notes and related interest payable are a reasonable estimate of fair value as they represent the Company’s best estimate of their legal obligation for these debts. As there is no observable market for interest rates on similar promissory notes, the fair value was estimated using level 2 inputs in the fair value hierarchy.

The Company has three non-interest-bearing promissory note payable past due. The first is several years delinquent and there have been no renegotiated repayment terms. There is not an active market for default loans not bearing interest nor is there an observable market for lending to companies with a financial position similar to the Company. The Company has recorded imputed interest at a rate of 1% per month over the life of the promissory notes, with a corresponding amount recognized in additional paid-in capital representing the implicit compensation for the use of funds.  Management asserts the payment date for these amounts cannot be reasonably determined. Management further asserts there is not a determinable interest rate for arm’s-length borrowings based on the current financial position of the Company and asserts the carrying value is the best estimate of the Company’s legal liability and represents the fair value for the promissory note. This would be considered a level 2 input in the fair value hierarchy.

The fair value of advances payable cannot be determined as they are related party amounts that have no stated terms of repayment. There is no market for similar instruments. The Company has recorded imputed interest at a rate of 1% per month over the life of the advances payable, with a corresponding amount recognized in additional paid-in capital representing the implicit compensation for the use of funds.



 
-19-

 

ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)

9.         Financial Instruments (continued)

Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash. The Company only has an immaterial cash balance and is not exposed to significant credit risk.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.  Market risk comprises two types of risk: interest rate risk and foreign currency risk.

i.      Interest rate risk

Interest rate risk consists of two components:

 
a)
To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

The Company is exposed to interest rate cash flow risk on promissory notes payable of $500,000, which incurs a variable interest rate of prime plus 1%. A hypothetical change of 1% on interest rates would increase or decrease net loss and comprehensive loss by $5,000.

 
b)
To the extent that changes in prevailing market interest rates differ from the interest rate on the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company’s promissory notes payable consist of $500,000 of variable interest rate notes and $4,786,319 of fixed interest rate notes. All of these notes are past due and are currently due on demand while interest continues to accrue. Due to the delinquency of the fixed interest rate promissory notes payable, there is no active market for these instruments and fluctuations in market interest rates do not have a significant impact on their estimated fair values as of September 30, 2011.

At September 30, 2011, the effect on the net loss and comprehensive loss of a hypothetical change of 1% in market interest rate cannot be reasonably determined.

Foreign currency risk

The Company incurs certain accounts payable, advances payable and expenses in Canadian dollars and is exposed to fluctuations in changes in exchange rates between the US and Canadian dollars. As at September 30, 2011, the effect on net loss and comprehensive loss of a hypothetical change of 10% between the US and Canadian dollar would not be material. The Company has not entered into any foreign currency contracts to mitigate this risk.



 
-20-

 


ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)


10.       Comparative Figures

Certain comparative figures have been reclassified, including promissory notes payable, to conform to the current year’s presentation.

11.       Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through November 14, 2011, the date the financial statements were issued.

· 
Effective October 24, 2011, the March 6, 2011 agreement entered into with the Company’s Chairman, Sidney Chan, whereby he made available a $2.5M line of credit, was amended to allow the Company to borrow the remaining funds available for general corporate purposes.
· 
Effective November 1, 2011, the Company entered into a premises lease for its new office located at 7400 Beaufont Springs Drive Suite 300 Richmond, VA. The lease has a one year term with contractually committed payments of $13,320 during the term..




















 
-21-

 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

The following information must be read in conjunction with the unaudited Financial Statements and Notes thereto included in Item 1 of this Quarterly Report and the audited  Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Except for the description of historical facts contained herein, the Form 10-Q contains certain forward-looking statements concerning future applications of the Company’s technologies and the Company’s proposed services and future prospects, that involve risk and uncertainties, including the possibility that the Company will: (i) be unable to commercialize services based on its technology, (ii) ever achieve profitable operations, or (iii) not receive additional financing as required to support future operations, as detailed herein and from time to time in the Company’s future filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “ALRT” mean ALR Technologies Inc, unless otherwise indicated.

Overview

ALR Technologies Inc. was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc.  In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device which was owned by A Little Reminder (ALR) Inc. (“ALR”).  ALR was incorporated pursuant to the Company Act of British Columbia on May 24, 1996. ALR continued its jurisdiction under the laws of Canada on September 23, 1996 and to the State of Wyoming on July 31, 1998.

On October 21, 1998, the Company entered into an agreement with ALR whereby the Company would have the non-exclusive right to distribute certain products of ALR.

In December 1998, the common shares of the Company began trading on the “Over the Counter Bulletin Board”. Today the Company trades under the symbol “ALRT.”

In April 1999, the Company acquired 99.9% (36,533,130) of the issued and outstanding Class A shares of common stock of ALR in exchange for 36,533,130 shares of the Company’s common stock thereby making ALR a subsidiary corporation of the Company. ALR also had outstanding 124,695 shares of Class B common stock, none of which was owned by the Company.


 
-22-

 

ALR had one wholly owned subsidiary corporation, Timely Devices, Inc. (“TDI”). TDI was founded in Edmonton, Alberta, Canada on July 27, 1994. On July 31, 2000, the Company sold all of its shares of ALR. As a result of this sale, the Company is no longer using the technology that was used by its previously owned subsidiaries and does not have any assembly capability.

On April 15, 2008, the Company incorporated a wholly-owned subsidiary in Canada under the name Canada Alrtech Health Systems Inc.

Recent Developments

On November 1, 2011 the Company moved from its previous office at 3350 Riverwood Parkway, Suite 1900
Atlanta, Georgia 30339 to its new office located at 7400 Beaufont Springs Drive Suite 300 Richmond, VA 23225.

On October 12, 2011, the Company announced that it had modified its by-laws to allow the Board of Directors to appoint Directors for any empty seat. Also on October 12, 2011, the Company announced that it had set aside 10,000,000 common shares (to be issued directly or upon the exercise incentive stock options) to allocate to individuals joining the Company in future, such as future directors, consultants and members of management. The shares will be issued to such persons, at such price or prices as determined by the Board of Directors, or a Committee thereof duly authorized by the Board.

On May 24, 2011, the Company granted 100,000 stock options to a consultant of the Company for services rendered. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $21,000.

On May 4, 2011, the Company granted 1,000,000 stock options to Lawrence Weinstein, President of the Company for services provided in getting the Company’s FDA submission completed. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $210,000 and recognized the expense immediately in selling, general and administration expenses.

On April 30, 2011, the Company announced the signing of a Representation Agreement with Mantra Healthcare Solutions Inc. to market and sell the Health-e-Connect System (“HeC”) effective June 1, 2011, as part of the comprehensive marketing campaign announced March 6, 2011. MHS has developed solid relationships and access to major participants that will be affected by PPACA as well as Key Centers of Influence. Although healthcare payers have not introduced reimbursement for data collection and review, they are introducing incentives to improve health outcomes. The HeC System, providing a platform for “continuing oversight of patients’ treatment plans”, will be a key factor to improve health outcomes. For a monitoring program to yield the desired results, the system must be effectively deployed with sustained use by patients and healthcare providers. MHS staff have proven track records in implementing sustained usability in systems. Effective September 15, 2011, the Company and Mantra both executed a mutual release and discharge of the Representation Agreement.

On March 6, 2011, the Chairman of the Company, Mr. Sidney Chan, established a line of credit of up to $2.5 million with the Company for the exclusive purpose of funding the costs of a comprehensive marketing campaign. Under a related agreement, also dated as of March 6, 2011, Mr Chan has been granted 20,000,000 stock options of the Company exercisable at $0.125 per share, expiring March 5, 2016. Such options will vest on the basis of eight (8) options for each one ($1.00) dollar of principal borrowed under the line of credit to meet the costs of the sales and marketing program. The Company valued the stock-based compensation resulting from this grant at $2,400,000. To date 4,000,000 stock options have vested. Effective October 23, 2011, the agreement entered into with Sidney Chan was amended to allow the Company to use the remaining balance available on the $2.5M line of credit for general corporate purposes. Aside from the amendment for the use of the funds, the agreement otherwise remained the same.


 
-23-

 

Also on March 6, 2011, the Company granted 250,000 stock options to a consultant. The stock options were exercisable at $0.10 per share for five years from the date of grant. Furthermore, 200,000 stock options granted to a consultant on July 1, 2010, were modified as follows:

-      all 200,000 stock options are to vest immediately
-      the exercise price of the option was reduced from $0.25 per share to $0.10 per share.

All 450,000 of these stock options have been exercised. 

On January 3, 2011, the Company entered into an agreement with Ms. Christine Kan for additional financing through its existing line of credit borrowing arrangement. The Creditor has granted the Company an increase in the borrowing limit from$1,000,000 to $2,000,000. The original agreement was entered into by the Company and the Creditor on May 25, 2010.  

In exchange for providing the increased borrowing limit, Ms. Kan has been granted 20,000,000 stock options of the Company exercisable at $0.05 per share expiring November 29, 2015. the Company has modified the terms of 10,000,000 stock options granted to Ms . Kan on March 7, 2010 and previously modified August 8, 2010. The terms have been modified as follows:

· Increased the number of stock options granted from 10,000,000 to 20,000,000
· Reduced the exercise price of the 20,000,000 stock options granted from $0.10 per share to $0.05 per share.

Effective July 1, 2010, the following management changes occurred

o  
Lawrence Weinstein was appointed as President, Chief Operating Officer (“COO”) and a Director of the Company
o  
Sidney Chan transitioned to Chairman of the Board while retaining the position of Chief Executive Officer
o  
Stan Cruitt retired as Chairman of the Board

When Mr. Weinstein took office, he was approved to receive 2,000,000 common shares of the Company at $0.025 per share as compensation for his initial three month term ended September 30, 2010 as President and COO. The common shares were issued to Mr. Weinstein in August 2010.

Also on July 1, 2010, the Company granted a total of 1,400,000 stock options to two creditors and a consultant of the Company. The stock options are exercisable at $0.25 per share and expire on September 30, 2015. The stock options granted have varying vesting terms for the different recipients.

In May 2010, the Company finalized negotiations with Christine Kan for a line of credit borrowing arrangement of $1M. All funds borrowed bear interest at 1% per month, are due on demand and are secured by all the assets of the Company. The Company granted this creditor 10,000,000 stock options exercisable at $0.10 per share. During August 2010, the term of the option was extended to March 7, 2015.

Description of Business

ALR Technologies is a leader in the emerging field of Chronic Disease Management utilizing in-home, patient-focused technology. ALR Technologies products utilize internet based technologies to provide health care providers with the ability to monitor their patient’s health and ensure compliance with health maintenance activities.  ALRT Health-e-Connect (HeC) System is the principal product of the Company.

The HeC system is an internet based product intended for diabetic patients and their health care providers to improve communication and monitoring of patients’ health management programs. One aspect of the system is that HeC will incorporate data uploaded from patients’ glucometers into the ALRT database to quickly assess user

 
-24-

 

compliance and performance compared to provider set targets.This provides patients and caregivers the ability to track patient performance and compliance, thereby allowing timely intervention. By providing this ongoing monitoring and feedback, the HeC system is expected to enhance outcomes and lower costs.

The Company is focusing the majority of its efforts on introducing and marketing its HeCsystem for patients and health care providers in the United States.  ALRT will become a leading provider of tele-heath monitoring systems that will support medical conditions that can be improved with communication between patients and healthcare providers. The initial marketing and sales effort is to assist users of medical device data systems (“MDDSs”) who will face significant financial consequences if they fail to meet new Federal standards and requirements of healthcare payers. We are continuing to recommend that Centre’s for Medicate and Medicaid Services (“CMS”) adopt electronic audit of diabetes test supplies before refill to contain costs and improve outcomes of treatment plans.

On July 23, 2010 the Company submitted a 510(k) application to the FDA for its proprietary HeC system. Clearance of the application by the FDA will allow the Company to market the HeC system in the United States. The Company has received comments from the FDA and is currently preparing responses with the aim of receiving clearance upon satisfactory resolution to the comments. The HeC may be offered for sale in the United States when it receives 510(k) clearance.

On August 2, 2010 the Company announced that results of a clinical trial conducted by Dr Hugh Tildesley et al. using the ALRT Health-e-Connect (HeC) System. The article was published in the August 2010 Diabetes Care publication.

The article is titled “Effect of Internet Therapeutic Intervention on A1C Levels in Patients With Type 2 Diabetes Treated With Insulin” and showed A1C dropping from 8.8% to 7.6% for the Intervention Group using ALRT’s HeC System.  The A1C test is important in diabetes treatment management as a long-term measure of control over blood glucose for diabetes patients.  According to Center for Disease Control and Prevention, “In general, every percentage drop in A1C blood test results (e.g. from 8% to 7%), can reduce the risk of microvascular complications (eye, kidney and nerve diseases) by 40%.”

In July 2011, the follow-up results of the Dr. Tildesley clinical trial was published in the Canadian Journal of Diabetes. Dr. Tildesley conducted a 12 month study using HeC System as an Internet Based Blood Glucose Monitoring System (IBGMS) to provide intensive blood glucose control to determine the effects internet based blood glucose monitoring on A1c levels in patients with type 2 diabetes treated with insulin. Dr Tildesley concluded that, “While IBGMS intervention was not a substitute for the patient–physician interaction in a clinical setting, it significantly improved A1c and, over time, we observed better glycemic control and patient satisfaction.

Dr. Tildesley added, “This method of follow-up can reduce the inconvenience of booking appointments solely for giving recommendations on changes in insulin dosage and may be a more cost-effective method of follow-up, especially for rural patients where access to a diabetes specialist is limited. In summary, the continuous use of an IBGMS is an effective method of improving glucose control compared to standard care.” The advantages of using an IBGMS include automatic uploading thus eliminating the need for patients to keep a written diary. In addition, the uploaded data can be analyzed and displayed in table and graph formats, giving a sense of glucose trends and monitoring frequency. This can save time for the physician and increase the accuracy of data interpretation. Limitations of the system include patient’s unwillingness or lack of desire to use the Internet and the absence of a payment model to reimburse out-of-office consultations.”

In June 2011, the British Columbia Medical Services Plan published a schedule to include reimbursement to endocrinology specialists for several virtual services with patients. ALRT plans to register with Health Canada in preparation for sales. The ALRT HeC system can be used by endocrinologists to provide intensive blood glucose control and they will be reimbursed under the new virtual services codes. The British Columbia Medical Services Plan is the single payer provider of medical services in the Province of British Columbia, Canada. It has over 4.4 million lives in its system with more than 200,000 diabetes patients.


 
-25-

 

On September 26, 2011, the Company announced that it submitted its reply to additional questions asked by the FDA in response to the 510(k) application that was originally submitted to the FDA on July 23, 2010 for our proprietary HeC System. 

On October 17, 2011, the Company announced that we had received 510(k) clearance from the U.S. Food and Drug Administration (FDA) for the HeC System for remote monitoring of patients in support of effective diabetes management problems. 

Critical Accounting Policies and Going Concern

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited condensed consolidated financial statements for the nine months ended September 30, 2011 and 2010, which have been prepared in accordance with GAAP.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities.  We base our estimates on historical and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may materially differ from our estimates.

The Company’s condensed consolidated financial statements have been prepared on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future.  See note 1 of the condensed consolidated financial statements.

Due to our being a development stage company and not having generated significant revenues, in the Notes to our financial statements, we have included disclosure regarding concerns about our ability to continue as a going concern.

Consolidated Results of Operations
 
Three Months Ended September 30
 
Nine Months Ended September 30
         
Percentage
         
Percentage
   
2011
 
2010
Increase /
   
2011
 
2010
Increase /
         
(Decrease)
         
(Decrease)
Revenue
     
-
     
-
 
-
 
Cost of Sales 
                     
 
                     
Depreciation
$
-
$
-
-
 
$
-
$
309
(100)
General and administrative
 
145,565
 
116,828
25
   
615,452
 
282,986
117
Market development
 
421,801
 
-
-
   
633,515
 
-
-
Product development
 
77,031
 
46,539
66
   
220,927
 
144,539
53
Professional fees
 
21,379
 
24,096
(11)
   
122,897
 
81,170
51
 
                     
Other items
                     
Interest expenses
 
375,425
 
310,628
21
   
2,776,138
 
1,076,807
158
Write-off equipment
 
-
 
-
-
   
-
 
4,066
(100)
                       
Net Loss
$
1,041,201
$
498,091
109
 
$
4,368,929
$
1,589,877
175

General and administrative expenses were $145,565 and $615,452 for the three and nine month periods ended September 30, 2011 as compared with $116,828 and $282,986 for the same period last year.  The increase of $28,737 for the three month period and $332,466 for the nine month period can be attributed primarily to the following:


 
-26-

 

-  
the President, who took office in July 2010, received compensation of $13,000 per month during the nine months of 2011 as oppose to $9,000 per month during the three active months of 2010. When combined with the employer portion of withholding taxes, the difference totalled approximately $103,000 for the nine months ended September 30, 2011.
-  
the President was awarded 1,000,000 stock options with a fair value of $209,888 during May 2011 for services performed with regards to submission of HeC for FDA approval. During 2010 he was issued 2,000,000 shares of the Company, valued at $50,000 as a bonus for taking office.
-  
travel costs related to meetings for corporate development, meetings and tradeshow incurred by personnel of the Company increased by $51,000 during the same period nine month period from 2010
-  
a consultant was awarded 100,000 stock options with a fair value of $21,000 during May 2011 for services performed to date.

    Market development costs were $421,801 and $633,515 for the three and nine months period ended September 30, 2011 as compared with $nil and $nil for the same periods the previous year. The Company has initiated a comprehensive marketing and sales program which is included within this financial statement line item. The expenses incurred consist of amounts paid to consultants, materials purchased and advertising space purchased.

Product development costs were $77,031 and $220,927 for the three and nine months period ended September 30, 2011 as compared with $46,539 and $144,539 for the same periods the previous year. For the first nine months of both 2011 and 2010 the Company incurred approximately $140,000 in product development fees paid in retainers to consultants for on-going services. The increase was due to retaining additional consultants $40,000 from the outset of 2011 to help with its web-based interface design and develop the user friendliness of the Company’s HeC product. The Company also incurred an additional $40,000 in consulting fees for assistance in responding to FDA comments and the preparation of solutions to improve the the HeC to meet the requirements of the FDA.

Professional fees were $21,379 and $122,897 for the three and nine months period ended September 30, 2010, respectively as compared with $24,096 and $81,170 for the same periods the previous year. The increase of approximately $41,000 in fees from the nine months ended 2011 as compared to the six months 2010 is attributable to:

-  
$43,000 increase of stock-based compensation incurred for options modified and granted to two consultants of the Company
§ 
On March 6, 2011, the Company granted 250,000 stock options to a consultant. The stock options were exercisable at $0.10 per share for five years from the date of grant. Furthermore, 200,000 stock options granted to a consultant on July 1, 2010, were modified to vest immediately and have a reduction in exercise price from $0.25 to $0.10 per share.
-  
$23,000 increase of additional legal fees for services rendered as the Company’s business plan evolves.
-  
$10,000 reduction of additional audit fees from the 2011 as compared to the 2010 year-end due to a change in auditor
-  
$13,000 reduction of professional fees incurred from accounting and financial reporting preparation

    Interest expense was 375,425 and $2,776,138 for the three and nine months period ended September 30, 2011 as compared with 310,628 and $1,076,807 for the same period last year.

 
Interest expense was from the following sources for the three months ended September 30, 2011 and 2010:
   
Three months ended September 30, 2011
 
Three months ended September 30, 2010
Interest on promissory notes and lines of credit
$
189,876
$
130,575
Imputed interest on zero interest loans
 
44,371
 
43,775
Stock options granted for promissory notes
 
141,178
 
136,278
Total
$
375,425
$
310,628


 
-27-

 
 
Interest expense was from the following sources for the nine months ended September 30, 2011 and 2010:

   
Nine months ended
September 30, 2011
 
Nine months ended
September 30, 2010
Interest on promissory notes and lines of credit
$
511,230
$
392,031
Imputed interest on zero interest loans
 
136,199
 
138,987
Stock options issued for promissory notes
 
2,128,709
 
545,789
Total
$
2,776,138
$
1,076,807

Interest on Promissory Notes and Lines of Credit
As compared to September 30, 2010, the Company had borrowed an additional $1,500,000 against its line of credit facilities (interest rates of 1% per month on the borrowed balance) as at September 30, 2011 which resulted in significantly higher interest incurred on the lines of credit for the three and nine months period ended September 30, 2011.

Imputed Interest
The balance of zero interest promissory notes, advances payable and accounts payable in excess of one year remained consistent for the three and nine months ended September 30, 2011 and the same periods ended September 30, 2010.

Stock Based Compensation
Stock based compensation allocated to interest expense was significantly higher during the nine months ended September 30, 2011 and compared to September 30, 2010 as the Company granted 50 million options to two creditors and modified the terms on an existing 10 million stock options to one of those creditors.

Q1 2011

 
-
On January 3, 2011, the Company was granted an increase in its line of credit borrowing limit from$1,000,000 to $2,000,000.  In exchange for providing the increased borrowing limit, the Creditor granted 20,000,000 stock options of the Company exercisable at $0.05 per share expiring November 29, 2015. The fair value of these options, as calculated using the Black-Scholes model was $995,065
-        
Also as consideration for providing this additional financing, the Company modified the terms of 10,000,000 stock options granted to the Creditor on March 7, 2010 and previously modified August 8, 2010. The terms have been modified as follows:
·  
Increased the number of stock options granted from 10,000,000 to 20,000,000
·  
Reduced the exercise price of the 20,000,000 stock options granted from $0.10 per share to $0.05 per share.

The fair value of the modified options, as calculated using the Black-Scholes model was $995,065. The Company had originally recorded $409,512 (at grant) during the three months ended March 31, 2011 and recorded additional compensation expense of $87,247 (upon modification) relating to these options during the third quarter of 2010. Therefore, the Company recognized an additional $498,306 during Q1 2011.

On March 6, 2011, the Company granted 20,000,000 stock options exercisable at $0.125 per share, expiring March 5, 2016. Such options will vest on the basis of eight (8) options for each one ($1.00) dollar borrowed under the line of credit to meet the costs of the sales and marketing program. The Company valued the stock-based compensation resulting from this grant at $2,400,000.

Q2 2011

The Company borrowed $500,000 for the sales and marketing program from $2.5M line of credit. As a result of this borrowing, 4,000,000 stock options vested during the nine months ended September 30, 2011. These four million stock options had a calculated fair value of $479,765 using the Black-Scholes model.

 
-28-

 

Q3 2011

The Company borrowed $147,000 for the sales and marketing program from the $2.5M line of credit. As a result of this borrowing, approximately 1,177,000 stock options vested during the three months ended September 30, 2011. These 1,177,000 stock options had a calculated fair value of $141,178 using the Black-Scholes model.

Liquidity and Capital Resources

Working Capital
           
           
Percentage
   
September 30, 2011
 
December 31, 2010
 
Increase / (Decrease)
Current Assets
$
11,151
$
1,829
 
510%
Current Liabilities
 
10,423,082
 
8,615,338
 
21%
Working Capital
$
(10,411,931)
$
(8,613,509)
 
(21%)

Current Assets

The Company’s current assets as at September 30, 2011 and December 31, 2010 consist of cash.

Current Liabilities

The Company has current liabilities of $10,423,082 as at September 30, 2011 as compared to $8,615,338 as at December 31, 2010. Current liabilities were as follows:

   
September 30,
2011
 
December 31,
2010
 
Change
$
Change
Accounts payable and accrued liabilities
$
793,738
$
801,923
$
(8,185)
(1)%
Payroll payable
 
8,840
 
8,940
 
(100)
(1)%
Interest payable
 
1,805,470
 
1,469,294
 
379,176
26%
Advances payable
 
164,786
 
213,678
 
(48,892)
(23)%
Lines of credit
 
2,363,929
 
889,170
 
1,474,759
166%
Promissory notes payable
 
5,286,319
 
5,275,333
 
10,986
0%
Total current liabilities
$
10,423,082
$
8,615,338
$
1,807,744
21%

The increase in interest payable of $379,176 relates to accrued interest incurred on promissory notes at their stated rates of interest.  All of the promissory notes and related interest payable are overdue.

The fluctuations in accounts payables, advances payable and promissory notes payable occurred as part of operations.

The increase in the lines of credit payable of $1,474,759 is attributable to borrowings of

-  
$1,342,705 to fund operations, product development activities, overhead and its sales and marketing program.
-  
$132,054 of unpaid interest incurred on the principal of the borrowed amounts

Cash Flows
 
Nine Months Ended
 
Nine Months Ended
   
September 30, 2011
 
September 30, 2010
Cash Flows used in Operating Activities
$
(1,476,423)
$
(594,515)
Cash Flows provided by (used in) Investing Activities
$
-
$
-
Cash Flows provided by (used in) Financing Activities
$
1,485,745
$
594,055
Net (decrease) increase in Cash During Period
$
9,322
$
(460)


 
-29-

 

Cash Balances and Working Capital

As of September 30, 2011, the Company’s cash balance was $11,151 compared to $1,829 as of December 31, 2010.

Cash Provided by (Used in) Operating Activities

Cash used by the Company in operating activities during the six month period ended September 30, 2011 was $1,476,423 in comparison with $594,515 used during the same period last year. The Company’s expenditures from operations were used as follows:

   
Nine Months Ended
 
Nine Months Ended
   
September 30, 2011
 
September 30, 2010
Market Development Activities
$
647,000
$
-
Product Development Consulting Fees
$
220,000
$
145,000
Professional Fees
$
79,000
$
80,000
Employee
$
130,000
$
27,000
Travel and Trade Shows
$
85,000
$
35,000
Compensation
$
142,000
$
142,000
Other
$
173,423
$
165,515
Cash used in Operations
$
1,476,423
$
594,515

The majority of the expenditures were to repay advances payable, overdue accounts payable owing to certain consultants, pay product development costs, pay accrued professional fees and selling and administration costs associated with operating the business.

Cash Proceeds from Financing Activities

Cash raised by the Company from financing activities during the six month period ended September 30, 2011 was $1,485,744 in comparison with $594,055 raised during the same period last year. The funds raised were from borrowings on a line of credit from a relative of a director and a line of credit from the Chairman of the Board. The loans received in 2011 and 2010 covered the operating, product development and market development requirements for the Company repaid certain advances and accounts payable.

Short and Long Term Liquidity

As of September 30, 2011, the Company does not have the current financial resources and committed financing to enable it to meet its administrative overhead, product development budgeted costs and debt obligations over the next 12 months.

All of the Company’s debt financing are due on demand or overdue. The Company will seek to obtain creditors’ consents to delay repayment of these loans until it is able to replace these financings with funds generated by operations, replacement debt or from equity financings through private placements or the exercise of options and warrants. While the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. The Company has faced litigation from creditors in the past and is currently being sued by one creditor. There is no assurance that additional creditors will not make claims against the Company in the future. Failure to obtain either replacement financing or creditor consent to delay the repayment of existing financing could result in the Company having to curtail operations.


 
-30-

 

Tabular Disclosure of Contractual Obligations:
 
Payments due by period
        Less           More
        than 1   1-3   3-5   Than 5
    Total  
year
  years   years   Years
Accounts Payable & Accrued Liabilities
$
793,738
$
793,738
$
-
$
-
$
-
Payroll Payable
 
8,840
 
8,840
 
-
 
-
 
-
Interest Payable
 
1,805,470
 
1,805,470
 
-
 
-
 
-
Advances Payable
 
164,786
 
164,786
 
-
 
-
 
-
Line of Credit
 
2,363,929
 
2,363,929
           
Promissory Notes Payable
 
5,286,319
 
5,286,319
 
-
 
-
 
-
 
$
10,423,082
$
10,423,082
$
-
$
-
$
-

As at September 30, 2011, the Company has borrowed $10,423,082. The Company will continue to use the funds available from the line of credit to cover administrative overhead and product development requirements until such time it can establish cash flows from operations. In the next six months, the Company anticipates the amount borrowed from the line of credit increase compare to the past six months as it continues to seek reimbursement opportunities and support clinical trials for the HeC.

Off Balance Sheet Arrangements

The Company has no off balance sheet financing arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material to investors.

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

ITEM 4.            CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.

Based on this assessment, we found our internal and disclosure controls over financial reporting to be not effective for the following reasons:

1)  
lack of a functioning audit committee and lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
2)  
insufficient written policies and procedures for reporting requirements and accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
3)  
ineffective internal control over financial reporting

While the Company is working to remedy these deficiencies as its business activities evolve, there were no changes in our internal or disclosure controls over financial reporting during the three month period ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 
-31-

 

PART II. OTHER INFORMATION

ITEM 1.            LEGAL PROCEEDINGS.

Accounts payable and accrued liabilities as of December 31, 2010 includes $180,666 (December 31, 2009 -$180,666) of amounts owing to a supplier, which the Company has previously disputed and has refused to provide payment. The amount payable stems from services provided during 2004. The vendor has not sought any actions to collect the amounts and management does not expect to ever pay this amount.  Management asserts that the Company has no obligation to the vendor as the vendor did not perform the work sought as expected and the Company never took possession of the end product. The outcome of this matter cannot be determined at this time. Any additional liability realized, if any, will be recognized once the amount is determinable. Any gain on settlement of the account payable will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.

During 2009 the following judgment was rendered: Niblock Financial Systems, Inc. et al v. ALR Technologies, Inc. Forsyth Count North Carolina File Number 0-9-CVS-2220. The judgment against the Company was in the amount of $600,000 in favor of Niblock Financial Systems, Inc. and $550,000 in favor of Gordon Niblock, plus court costs and attorney’s fees. The judgment was rendered as a result of the Company’s failure to pay amounts due under several promissory notes. On September 30, 2009, subject to the entry of that judgment, the Company reached a Settlement Agreement with the two plaintiffs, resulting in a cash payment, a credit to the judgment and an assignment of the Judgment to Christine Kan.  As part of the settlement, a former Director of the Company assigned debts of ALR to the plaintiffs. The debts originally having no terms of repayment were amended to have the following terms of repayment:

As part of the Settlement Agreement a director of the Company at the time assigned unsecured advances payable of the Company totaling $425,000 with no stated terms of interest or repayment to the plaintiffs. As part of the Settlement Agreement, the Company agreed to the following repayment terms:

-           $300,000 repayable at a rate of $25,000 per month and
-           $125,000 repayable in whole by January 15, 2011.

The plaintiffs (Niblock Financial Systems, Inc. et al) filed a motion of default against the Company (ALR Technologies, Inc.) in the Superior Court of Forsyth County, North Carolina (case number 10-CVS-685) for failure to meet the repayment terms of the $300,000 promissory note. On October 26, 2010, case 10-CVS-685 was heard and the court found in favor of the plaintiff, meaning the Company was ordered to repay full principle of $300,000 along with $10,918 of accrued interest initial from the original settlement date, being September 30, 2009. While the interest rate was not included in the original settlement agreement, the Company did not contest the inclusion of interest in the judgment.  The Company has not made any repayments under the terms of the settlement agreement for either the loan totaling $300,000, the loan totaling $125,000, or the judgment reached against the Company. It is expected that the plaintiffs will file a motion for default on the promissory note repayable totaling $125,000.

Mr. Stan Link holds a note from the Company, which is in arrears. The matter was reduced to a Consent Judgment in the amount of $43,608.25 on April 13, 2009. This full amount is still outstanding and continues to accrue interest at the stated rate of the note.

On December 14, 2010, Ms. Irene Ho demanded that we repay her promissory note. No amount has been repaid to date and no terms were renegotiated. As of the date of this report, the total balance due is $365,000.

ITEM 1A.         RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 3.            DEFAULTS UPON SENIOR SECURITIES.

As at September 30, 2011, the Company had promissory notes payable and related interest payable, totalling $7,091,789 in default.

 
-32-

 

ITEM 6.            EXHIBITS.

   
Incorporated by reference
 
Exhibit
       
Filed
No.
Document Description
Form
Date
Number
herewith
3.1
Initial Articles of Incorporation.
10-SB
12/10/99
3.1
 
3.2
Bylaws.
10-SB
12/10/99
3.2
 
3.3
Articles of Amendment to the Articles of Incorporation, dated October 22, 1998.
10-SB
12/10/99
3.3
 
3.4
Articles of Amendment to the Articles of Incorporation, dated December 7, 1998.
10-SB
12/10/99
3.4
 
3.5
Articles of Amendment to the Articles of Incorporation, dated January 6, 2005.
8-K
1/20/05
3.1
 
10.1
Indemnity Agreement with Marcus Da Silva.
8-K
8/14/00
10.1
 
10.2
Purchase and Sales Agreement with Marcus Da Silva.
8-K
8/14/00
10.2
 
10.3
Project Agreement with Tandy Electronics (Far East) Ltd.
10-KSB
4/17/01
10.1
 
14.1
Code of Ethics.
10-KSB
4/14/03
14.1
 
31.1
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
32.1
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
99.1
Distribution Agreement with Mo Betta Corp.
10-SB
12/10/99
99.1
 
99.2
Pooling Agreement.
10-SB
12/10/99
99.2
 
99.3
Amended Pooling Agreement.
10-SB
12/10/99
99.3
 
99.4
Lock-Up Agreement.
10-SB
12/10/99
99.4
 
99.5
Termination Agreement with Michael Best.
10-SB
12/10/99
99.5
 
99.6
Termination Agreement with Norman van Roggen.
10-SB
12/10/99
99.6
 
99.7
Assignment Agreement.
10-SB
12/10/99
99.7
 
99.8
Distributorship Agreement.
10-SB/A
1/14/00
99.8
 
99.9
Settlement Agreement with 706166 Alberta Ltd., 745797 Alberta Ltd., Lorne Drever, Debbie MacNutt, Dean Drever, Sandra Ross and Sidney Chan.
8-K
2/02/00
99.1
 
99.10
Agreement to Provide Services with Horizon Marketing & Research, Inc.
10-KSB
4/17/01
99.1
 
99.11
Agreement to Provide Services with Dr. Jaroslav Tichy.
10-KSB
4/17/01
99.11
 
99.12
Agreement to Provide Services with Knight’s Financial Limited regarding Christine Kan.
10-KSB
4/17/01
99.12
 
99.13
Agreement to Provide Services with Knight’s Financial Limited regarding Sidney Chan.
10-KSB
4/17/01
99.13
 
99.14
Agreement to Provide Services with Bert Honsch.
10-KSB
4/17/01
99.14
 
99.15
Agreement to Provide Services with Kenneth Berkholtz.
10-KSB
4/17/01
99.15
 
99.16
Agreement to Provide Services with Jim Cleary.
10-KSB
4/17/01
99.16
 
99.17
Settlement agreement with Ken Robulak.
10-KSB
4/17/01
99.17
 
99.18
Agreement to Provide Services with RJF Management Resource Associates, LLC.
10-KSB
4/15/02
99.18
 
99.19
Audit Committee Charter.
10-KSB
4/14/03
99.1
 
99.20
Disclosure Committee Charter.
10-KSB
4/14/03
99.2
 
101.INS
XBRL Instance Document.
     
X
101.SCH
XBRL Extension Document – Schema.
     
X
101.CAL
XBRL Extension Document – Calculations.
     
X
101.DEF
XBRL Extension Document – Definitions.
     
X
101.LAB
XBRL Extension Document – Labels.
     
X
101.PRE
XBRL Extension Document – Presentation.
     
X


 
-33-

 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of November, 2011.

 
ALR TECHNOLOGIES, INC.
 
(Registrant)
   
 
BY:
SIDNEY CHAN
   
Sidney Chan
   
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer and Director




















 
-34-

 

EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit
       
Filed
No.
Document Description
Form
Date
Number
herewith
3.1
Initial Articles of Incorporation.
10-SB
12/10/99
3.1
 
3.2
Bylaws.
10-SB
12/10/99
3.2
 
3.3
Articles of Amendment to the Articles of Incorporation, dated October 22, 1998.
10-SB
12/10/99
3.3
 
3.4
Articles of Amendment to the Articles of Incorporation, dated December 7, 1998.
10-SB
12/10/99
3.4
 
3.5
Articles of Amendment to the Articles of Incorporation, dated January 6, 2005.
8-K
1/20/05
3.1
 
10.1
Indemnity Agreement with Marcus Da Silva.
8-K
8/14/00
10.1
 
10.2
Purchase and Sales Agreement with Marcus Da Silva.
8-K
8/14/00
10.2
 
10.3
Project Agreement with Tandy Electronics (Far East) Ltd.
10-KSB
4/17/01
10.1
 
14.1
Code of Ethics.
10-KSB
4/14/03
14.1
 
31.1
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
32.1
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
99.1
Distribution Agreement with Mo Betta Corp.
10-SB
12/10/99
99.1
 
99.2
Pooling Agreement.
10-SB
12/10/99
99.2
 
99.3
Amended Pooling Agreement.
10-SB
12/10/99
99.3
 
99.4
Lock-Up Agreement.
10-SB
12/10/99
99.4
 
99.5
Termination Agreement with Michael Best.
10-SB
12/10/99
99.5
 
99.6
Termination Agreement with Norman van Roggen.
10-SB
12/10/99
99.6
 
99.7
Assignment Agreement.
10-SB
12/10/99
99.7
 
99.8
Distributorship Agreement.
10-SB/A
1/14/00
99.8
 
99.9
Settlement Agreement with 706166 Alberta Ltd., 745797 Alberta Ltd., Lorne Drever, Debbie MacNutt, Dean Drever, Sandra Ross and Sidney Chan.
8-K
2/02/00
99.1
 
99.10
Agreement to Provide Services with Horizon Marketing & Research, Inc.
10-KSB
4/17/01
99.1
 
99.11
Agreement to Provide Services with Dr. Jaroslav Tichy.
10-KSB
4/17/01
99.11
 
99.12
Agreement to Provide Services with Knight’s Financial Limited regarding Christine Kan.
10-KSB
4/17/01
99.12
 
99.13
Agreement to Provide Services with Knight’s Financial Limited regarding Sidney Chan.
10-KSB
4/17/01
99.13
 
99.14
Agreement to Provide Services with Bert Honsch.
10-KSB
4/17/01
99.14
 
99.15
Agreement to Provide Services with Kenneth Berkholtz.
10-KSB
4/17/01
99.15
 
99.16
Agreement to Provide Services with Jim Cleary.
10-KSB
4/17/01
99.16
 
99.17
Settlement agreement with Ken Robulak.
10-KSB
4/17/01
99.17
 
99.18
Agreement to Provide Services with RJF Management Resource Associates, LLC.
10-KSB
4/15/02
99.18
 
99.19
Audit Committee Charter.
10-KSB
4/14/03
99.1
 
99.20
Disclosure Committee Charter.
10-KSB
4/14/03
99.2
 
101.INS
XBRL Instance Document.
     
X
101.SCH
XBRL Extension Document – Schema.
     
X
101.CAL
XBRL Extension Document – Calculations.
     
X
101.DEF
XBRL Extension Document – Definitions.
     
X
101.LAB
XBRL Extension Document – Labels.
     
X
101.PRE
XBRL Extension Document – Presentation.
     
X


 
-35-