Annual Report (10-k)

Date : 03/29/2019 @ 8:43PM
Source : Edgar (US Regulatory)
Stock : Alr Technologies, Inc. (PC) (ALRT)
Quote : 0.0382  -0.0001 (-0.26%) @ 9:00PM

Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

 

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)

 

88-0225807

(I.R.S. Employer Identification No.)

 

7400 Beaufont Springs Dr, Suite 300

Richmond, Virginia 23225

(Address of principal executive offices, including zip code.)

 

(804) 554-3500

(telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:
NONE Common Stock

 

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

 

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO [ ]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X]

 

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 (§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 [ ] NO [X]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.05 as at June 30, 2018.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date. As at March 29, 2019 , 242,777,909 shares of the registrant’s common stock were outstanding.

 
 

 

TABLE OF CONTENTS

 

    Page No.
     
  PART I  
     
Item 1. Business 3
Item 1A. Risk Factors 11
Item 1B. Unresolved Staff Comments 11
Item 2. Properties 11
Item 3. Legal Proceedings 12
Item 4. Mine Safety Disclosure 13
     
     
  PART II  
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 14
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 27
Item 8. Financial Statements and Supplementary Data 28
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 52
Item 9A. Controls and Procedures 52
Item 9B. Other Information 54
     
     
  PART III  
     
Item 10. Directors, Executive Officers and Corporate Governance 55
Item 11. Executive Compensation 60
Item 12. Security Ownership of Certain Beneficial Owners and Management and  Related Stockholder Matters 65
Item 13. Certain Relationships and Related Transactions, and Director Independence 67
Item 14. Principal Accountant Fees and Services 68
     
     
  PART IV  
     
Item 15. Exhibits, Financial Statement Schedules 69
  Signatures 70

 

 

 

  - 2 -  

 

 

PART I

 

ITEM 1. BUSINESS.

 

Background

 

ALR TECHNOLOGIES, INC. (the “Company” or “ALRT”) was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device.

 

In December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol “MBET.” On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. Subsequently the symbol was changed to “ALRT.”

 

On April 15, 2008, the Company incorporated a wholly owned subsidiary in Canada under the name Canada ALRTech Health Systems Inc. This inactive subsidiary was dissolved on October 4, 2016. Accordingly, ALRTech Health Systems Inc. has been deconsolidated from such date.

 

In late 2011, the Company relocated its headquarters to 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225.

 

During 2011, the Company received FDA clearance and achieved HIPPA compliance for its Diabetes Management System. With these key achievements and successful clinical trials completed, the Company began implementing its commercialization strategy which included a pilot program with patients in Kansas in 2014. The Company obtained significant findings from this pilot program which led to the development of its Insulin Dosage Adjustment, for which it received FDA clearance in 2017, and Predictive A1C, for which it has submitted for worldwide patent application under the patent cooperation treaty to the World Intellectual Property Organization. The Company is actively seeking to commence revenue generating activities.

  - 3 -  

 

Products

 

ALR Technologies products utilize internet-based technologies to facilitate healthcare provider’s ability to monitor their patient’s health and ensure adherence to health maintenance activities.

 

The ALRT Diabetes Management System is a remote monitoring and care facilitation program that allows patients to upload the blood glucose data from their glucometers. ALRT Health Data Monitors monitor that data and, based on clinician approved protocols, provide advice, support and interventions when patients show blood glucose readings that are out of an acceptable range or if they are failing to test their blood glucose as prescribed. The ALRT System has been successfully proven in a clinical trial that demonstrated this type of remote care is associated with significant lowering of A1c levels. The study concluded that continuing intervention using an internet-based glucose monitoring system is an effective way of improving glucose control compared to conventional care. A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with comparable reductions in A1c levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS).

 

In the future, the Company may seek to adapt its System to be used in the management of other chronic diseases. The Company may be required to obtain additional clearance from the FDA prior to commencing selling activities in the United States for other disease states.

 

ALRT Diabetes Management System for Diabetes Monitoring

 

Diabetes is a leading cause of death, serious illness and disability across North America. In the United States, it is estimated that 26 million people have diabetes, with 4.5 million people being classified as insulin dependent. By the year 2030, it is expected that 1 in 10 adults, globally, will have diabetes (diagnosed and undiagnosed instances). By the year 2050, it is expected that 1 in 3 United States adults will have diabetes (diagnosed and undiagnosed instances). We believe diabetes is a global pandemic.

 

As a result, medical costs due to diabetes and its complications are enormous. In the United States, such costs are estimated to be over $245 billion a year. In Canada, where it is estimated there are 2 million people with diabetes, healthcare costs associated with diabetes is estimated to be more than $13 billion annually.

 

Diabetes is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the risk of developing the associated serious complications, thereby controlling healthcare costs. The Canadian Diabetes Association Clinical Practice Guidelines Expert Committee reports that “Successful diabetes care depends on the daily commitment of persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized around a multi- and interdisciplinary diabetes healthcare team that can establish and sustain a communication network between the person with diabetes and the necessary healthcare and community systems.”

 

However, as noted in Patrick Connole, “UnitedHealthcare, Other Large Insurers Seek Better Adherence to Diabetes Care”, Health Plan Week, February 11, 2013 Volume 23 Issue 5, 80% of United States patients with diabetes do not follow their prescribed care plan.

 

Furthermore, in Treatment intensification for patients with type 2 diabetes and poor glycaemic control by Fu and Sheenan, it was noted that out 11,525 patients investigated with an A1c greater than 8% patients received intensification as follows:

  • 37% within 6 months;
  • 11% within 6-12 months, and
  • 52% never

  - 4 -  

 

ALRT Diabetes Management System (continued)

A study in 2013 by Khunti, Wolden, Thorstead, Anderson and Davies entitled Clinical inertia in people with type 2 diabetes: a retrospective cohort study of more than 80,000 people found that patients it took on average 19 months to escalate patients with an average A1c of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1c of 8.8% from dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average A1c of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified.

 

The Company’s Diabetes Management System provides an affordable and easy to use tool to provide the communication network as recommended by the Committee. Our Diabetes Management System includes a communications software platform that also enables health professionals to remotely monitor the health progress to patients with diabetes. This facilitates more timely and effective communication and coordination of care to these patients. This also results in positive behavior patterning, or re-patterning, of the patients.

 

The Diabetes Management System and the Company’s universal upload cable, are compatible with the majority of the major brands of glucose meters available for sale in the United States.

 

In August 2010, the Company received the results of a clinical trial conducted by Dr. Hugh Tildesley using the ALRT Health-e-Connect System. The trial showed A1c dropping from 8.8% to 7.6% for the Intervention Group using ALRT’s Health-e-Connect System as part of a diabetes management program. 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%.” The trial served as the basis for an article titled “Effect of Internet Therapeutic Intervention on A1c Levels in Patients with Type 2 Diabetes Treated with Insulin” was published in the August 2010 Diabetes Care publication.

 

In July 2011, the follow-up results of the Dr. Tildesley clinical trial were published in the Canadian Journal of Diabetes . Dr. Tildesley conducted a 12-month study using Health-e-Connect System as an Internet Based Blood Glucose Monitoring System (IBGMS) to provide intensive blood glucose control to determine the effects of 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.”

 

In October 2011, the Company received 510(k) clearance from the U.S. Food and Drug Administration (FDA) for its Diabetes Management System (then known as the Health-e-Connect System) for remote monitoring of patients in support of effective diabetes management programs. The 510(k) clearance enables the Company to commence with the United States marketing and sales launch of its Health-e-Connect System.

 

On July 28, 2014, the Company entered into a pilot service agreement with Kansas City Metropolitan Physician Association (KCMPA), one of the nation's premier Accountable Care Organizations (ACO). Under the agreement, KCMPA, which made diabetes management a key focus of its Quality Improvement Plan, enrolled up to 200 of its patients with Type 2 diabetes into ALRT's Diabetes Management System. The pilot service agreement was effective nine months from the beginning date of patient enrollment and the intent was to allow 6 months of use for each patient enrolled in the system. The pilot program between ALRT and KCMPA represented the first commercial deployment of ALRT's Diabetes Management System. On September 9, 2014, the Company began enrolling patients with Type 2 diabetes and A1c levels above 8 percent into the pilot program trialing the Diabetes Management System.

  - 5 -  

 

ALRT Diabetes Management System (continued)

 

In September 2014, the Company initiated its pilot program with one of the Kansas City Metropolitan Physician Association clinics to deploy its Diabetes Management System for up to 200 patients that fit certain criteria. As a result of the pilot program findings and general industry trends, the Company proceeded with developing three new innovations:

· Insulin Dosage Adjustment uses both American Diabetes Association (ADA) and American Association of Clinical Endocrinologists (AACE) guidelines for adjusting insulin, and
· Predictive A1c, which converts blood glucose data uploaded into our Diabetes Management Systems and converts the large amount of data into a predicted or simulated A1C
· Diabetes Therapy Review allows the healthcare providers to change care plans for patients on a timely basis based on the results of Predictive A1c and overall how patients are managing their diabetes

 

On January 1, 2015, the Center for Medicaid and Medicare Services began reimbursing physicians for the non-face-to-face management of Medicare patients with two or more serious chronic diseases. Physicians would be paid a per-patient-per-month fee for “Chronic Care Management” and the examination of data from a remote monitoring platform is considered a reimbursable activity by CMS. Therefore, the Company modified its System to conform to the requirements of the CMS reimbursement. These modifications permit the Company to market to medical groups throughout the United States with a product that will help physicians to draw down this new reimbursement as well as to potentially improve the outcomes of their patients.

On February 18, 2015, the Company filed a 510(k) application with the FDA to add a remote insulin dosing recommendation feature to the Company’s Diabetes Management System. The Company utilized the publicly available algorithm of the AACE & ADA. This feature allows the Company to regularly run a patient’s blood glucose data (and other key data) through the AACE and ADA algorithm. When the algorithm indicated that the patient’s dose may not be optimal, the Diabetes Management System would provide the healthcare provider that a dose change may be warranted and what the change would be based on AACE and ADA guidelines. The decision about the dose change would rest entirely with the healthcare provider. However, this new feature may make a significant contribution to improving the outcomes of diabetes patients if it allowed healthcare provider to keep their patients at the optimal dose for longer periods.

Preliminary data from the KCMPA pilot program indicated that a number of patients had achieved reductions in their A1c levels. On April 17, 2015, the Company signed a commercial contract with one of the KCMPA clinics, the Clay-Platte Family Medicine Clinic, to provide remote monitoring services. The Company has provided these services to date to Clay-Platte at no charge as it has provided the Company with continuous users as a sample population for its own strategic planning and business plan. The Company continues to actively provide services to Clay-Platte for certain of its patients.

 

On June 20, 2017, the Company filed a worldwide patent application under the PCT for its Predictive A1c feature to the World Intellectual Property Office.

 

On September 18, 2017, the Company received clearance from the FDA for its Insulin Dosage Adjustment feature within the Company’s Diabetes Management System.

  - 6 -  

 

Potential Benefits of ALRT Diabetes Management System

 

Our Diabetes Management System resolves the expensive and complex care requirements with diabetes by taking a unique approach. While the science of diabetes care is well established and understood, there are disconnects in applying theory into practice. Our System is designed to connect the gap between the theory and practice of diabetes care. We believe the main gaps between theory and practice are:

 

  1. Type 2 diabetes patients are well known for non-adherence to care plans; however, central to conventional diabetes care is patient self-management. A natural contradiction.
  2. From review of published papers, we came to the conclusion that healthcare providers are also responsible for unacceptable outcomes in diabetes care.

 

However, the challenges faced by healthcare providers are not related to their ability, rather:

 

  1. they face a lack of timely and reliable blood glucose data, resulting in delays to advance therapy and sub-optimal insulin dosing.
  2. when reliable blood glucose data is available, there is "too much information" for a healthcare provider to analyse in a 15-minute clinical visit.

 

Based on our clinical trials and pilot, the platform will improve patient outcomes and with the new features will be able to track performance of the healthcare providers as well as patients. Patients utilizing the ALRT Diabetes Management System can realize many benefits. They can expect:

· More timely health care provider attention and action to existing or developing health conditions.
Maximization of benefits from health management activities and medication.
· Improved health outlook.

Health care providers can expect:

 

· More timely access to patient blood glucose data and trends
· Better understanding of factors that affect patient condition and efficacy of prescribed health management program.
· Increased ability to influence patient compliance behavior.
· Higher reimbursements resulting from better documentation of post-consultation health care services and potential improvements in diabetes quality scores

 

Employer, Insurers, and other entities that help manage patient’s health also benefit when their health care providers or patients use the ALRT Diabetes Management System from:

 

· Improved health outlook for high cost diabetes patients.
· Healthier and more productive employees.
· Reduced number of claims and claims amounts for redundant or ineffective health management activities and medication.
· Regular monitoring, supervision, and disease-related information provided to high-cost patients.
· More effective wellness and disease management programs.
· Ability to base co-pay amount or premium amount on level of compliance.

 

Our system monitors compliance of disease management activities, such as treatments, medications and diagnostic tests, alerts designated parties when a patient is noncompliant. Our system also facilitates intervention if the patient is deemed at-risk. Often, physicians and caregivers do not detect noncompliance until the next medical appointment when a patient comes to the clinic. We believe more timely intervention should result in substantial health benefits to the patient and significant cost savings. The ongoing monitoring of compliance data will also allow for evaluation of compliance behavior over time, resulting in behavior modification or education efforts when appropriate.

 

  - 7 -  

 

Potential Benefits of ALRT Diabetes Management System (continued)

 

Industry data indicates that 50% or more of people on medications do not take them as prescribed, and that this non-compliance contributes to 10% of hospitalizations and billions of dollars spent annually in excessive and preventable healthcare costs. Reminding a person to take an action is the first step in our system; monitoring their actions and their data is the second and intervention when needed is the important follow-up.

 

With a specific focus on diabetes treatment plans, a recent study from the Temple University School of Pharmacy indicates that the U.S. could save over $9 billion annually by improving patient adherence. Currently, there is inadequate oversight around the buying, selling and appropriate use of diabetes self-glucose testing supplies. Attempts at oversight are fragmented, primarily paper-based, and rely on unverifiable patient reporting. We feel that policies requiring electronic verification of test supply utilization prior to providing refills of test strips, will improve accountability. The ALRT Diabetes Management System has the capability to monitor and document the results of testing to verify that accountability.

 

We believe the ALRT Diabetes Management System can provide solutions to overcome numerous obstacles and inefficiencies in the healthcare system, potentially saving the United States billions of dollars while providing improved healthcare levels, as measured by A1c, for its citizens.

 

Reimbursement for Health Professionals

 

The Company continues to work to obtain confirmation that the Diabetes Management System will allow for services to be provided by physicians that will be reimbursed by health insurance companies. The reimbursement will be a breakthrough as physicians will be paid to provide these important new services to their patients with chronic conditions.

 

Business Development and Marketing Strategy

 

The Company is focusing the majority of its efforts in introducing and marketing its Health-e-Connect System for medical clinics and health professionals to provide direct care to patients and be reimbursed by the patients’ health benefit plans as well as to employers due to the significant return on investment they can achieve by keeping employees/plan members healthy.

 

The Company is first targeting customers located in United States because of the large market potential but will also seek to obtain regulatory clearance and establish selling operations/agreements for sales and distribution in Canada, Europe, Australia and selected countries in Asia and South America.

 

Other Products

 

The Company’s main product is its Diabetes Management System.

 

Selling Activities

 

The Company is actively seeking alliances with health care organizations, pharmaceutical companies, insulin providers and other health care companies that can act as catalysts to effect positive change for containing health care costs and improving health outcomes. We will work with these types of organizations to introduce the ALRT Diabetes Management System to their network and seek to start significant pilot projects that will lead to revenue generating arrangements.

 

Manufacturers

 

The Company does not have any designated manufacturers at this time.

  - 8 -  

 


 

Patents and Trademarks

 

· US Patent D446, 740 received on August 21, 2001 for Ornamental design of a Medication Alert Device in the shape of a heart.
· US Patent D446,739 received on August 21, 2001 for Ornamental Design of a Medication Alert Device in the shape of a dog bone.
· US Patent D447,074 received on August 28, 2001 for Ornamental Design of a Medication Alert Device in the shape of a stylized paw.
· US Patent 6,934,220 received on August 23, 2005 entitled Portable Programmable Medical Alert Device.
· US Patent 7,607,431 issued October 27, 2009 for patient compliance and remote monitoring of patient’s use of nebulizer compressors.

The Company has the following patent applications pending:

 

· Provisional Patent Application serial number 61/271,852 filed on July 27, 2009. Title is Patient Care Coordination System Including Home Use of Medical Apparatus.

The Company has the following patent applications under the PCT:

 

· PCT/CA2017/050753 dated June 27, 2017. Title is “method and system for monitoring a diabetes treatment plan”.

Competition

 

The Company competes with other corporations that produce diabetes compliance devices and monitoring systems, some of whom have greater financial, marketing and other resources than we do. A few companies currently offer compliance monitoring systems but either a) at much higher prices b) have fewer benefits than our system or c) they do not have FDA clearance. The Company’s competition includes, but is not limited to, Glooko, WellDoc, Medtronics, iGlucose and Microsoft HealthVault.

 

We feel none of these companies currently offer a comprehensive compliance system that offers the full spectrum of benefits and features that our Diabetes Management System does with the potential cost efficiencies.

 

Employees and Independent Contractors

 

The Company has no employees and 17 personnel under independent contractor and consulting arrangements. The consultants of the Company have contracts which outline their roles and responsibilities as independent contractor, as well as outlines the confidentiality requirements for all matters pertaining to the Company.

 

Recent Developments

 

On January 15, 2016, the Company announced that it has not been successful in finding follow on financing and accordingly reduced its operating budget by reducing its United States based sales and marketing program and diabetes care facilitation workforce. On January 31, 2016, the Company received the resignation of Mr. William Smith from the positions of President and member of the Board of Directors of the Company.

 

  - 9 -  

 

 

On June 21, 2016, the Company accepted a proposal from Sidney Chan, the Chairman and Chief Executive Officer of the Company, to amend the existing credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $7,000,000 to $8,500,000. All other terms and conditions remain unaltered. Mr. Chan and the Company had previously entered into a credit agreement on March 6, 2011, which was subsequently amended by amending agreements dated October 24, 2011, June 15, 2012, December 28, 2012, April 1, 2014 and May 29, 2015 whereby Mr. Chan agreed to make available to the Company a credit line equal to an aggregate of $7,000,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.

 

Under the terms of the proposal, in exchange for Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company would be required to:

· reduce the exercise price of the 466,666,667 shares of common stock under option to Mr. Chan from $0.015 to $0.002;
· grant Mr. Chan the right and option to purchase, an additional 3,783,334,200 shares of common stock at a price of $0.002 per share for a term of five years from the date of execution of the amended credit agreement.
· reduce the exercise price of the 93,333,400 shares of common stock under option to the spouse of Mr. Chan, Ms. Christine Kan, from $0.015 to $0.002;
· grant Ms. Kan the right and option to purchase, an additional 606,667,100 shares of common stock at a price of $0.002 per share for a term of five years from the date of execution of the amended credit agreement

 

On December 20, 2016, certain stockholders who beneficially owned 122,998,482, or approximately 50.66%, of the combined voting power of the common stock consented in writing to increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000) shares, par value $0.001 per share. The Company filed a preliminary information statement with the SEC (“Securities and Exchange Commission”) but has not filed its definitive statement due to its deficient reporting status.

 

On January 27, 2017, the Company’s Board of Directors approved a 100:1 reverse share split of the Company’s common stock. The Company cannot complete its stock split due to its deficient reporting status with the SEC. Subsequently, on February 22, 2018, the Company’s Board of Directors approved a reversal of such share split. The initial reverse share split and subsequent reversal are pending approval from the Securities and Exchange Commission (“SEC”) and other regulatory bodies .

 

On November 27, 2017, the Company’s Board of Directors approved the grant of the option to 8,700,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years. 2,200,000 of the approved options were to a director of the Company and 6,500,000 were to consultants of the Company.

 

On January 31, 2018, the Company’s Board of Directors approved the following grants:

· the option to acquire 47,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years to 9 consultants of the Company, and
· the option to acquire 200,000 shares of common stock of the Company at a price of $0.015 per share until April 19, 2019 to 1 consultant of the Company.

 

Of the options granted with a term of five years, options to acquire a total of 11,000,000 shares of common stock were granted to three relatives of the Chairman of the Board.

 

On June 3, 2018, the Company received notification that an option holder would be exercising their option to acquire 1,000,000 common shares of the Company at a price of $0.015 per share by extinguishing $15,000 of accounts payable owed by the Company. The Company has not yet issued the shares as certain of the option still had vesting conditions at December 31, 2018.

  - 10 -  

 

 

On June 13, 2018, the Company’s Board of Directors approved the following grant:

· the option to acquire 5,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years to one consultant of the Company.

 

On October 1, 2018, the Company’s Board of Directors approved the following grant:

· the option to acquire 300,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years to two consultants of the Company.

 

Recent Developments – Subsequent to December 31, 2018

 

On February 4, 2019, the Company granted a consultant the option to acquire of total of 2,500,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years.

 

On March 15, 2019, the Company granted the option to acquire 9,150,000 shares of common stock of the Company at a price of $0.035 per share. The option to acquire 2,500,000 shares of common stock was granted to one consultant and the option to acquire 6,650,000 shares of common stock was granted to one director.

 

Additional Financing

 

On September 25, 2017 the Company announced that it had authorized a private placement up to $5 million for the issuance of convertible debentures that are convertible into shares of common stock of the Company at a price of $0.05 per share (the “Note”).

 

On June 13, 2018 the Chairman and Chief Executive Officer (the “Chairman”) of the Company accepted a proposal from the board of directors of the Company to purchase the $5,000,000 convertible debenture financing (the “Financing”). The Note will be convertible for a period of 5 years, will bear interest at a rate of 8 percent per annum and will be repayable in 4 equal semi-annual instalments starting 42 months after its issuance until maturity. The Note will be transferable or saleable by the Chairman or other holder thereof, in whole or in part, at any time without notice to the Company.

 

On September 20, 2018, the parties agreed to increase the proposed Financing from $5,000,000 to $7,000,000. On October 25, 2018, the parties have to increase the proposed Financing from $7,000,000 to $8,500,000 (the “Amended Financing”). The Amended Financing will continue to be convertible into shares of common stock of the Company at $0.05 per share.

 

The Company and the Chairman are continuing discussions on a definitive agreement to implement the Note with the customary terms, conditions and representations of a commercial lending agreement. The closing of the Amended Financing and sale of the Note will not occur until such time that is 30 days subsequent to the confirmation of the Company’s first commercial sale of its diabetes management software program which has not yet occurred.

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

None.

  - 11 -  

 

ITEM 3. LEGAL PROCEEDINGS.

 

Accounts payable and accrued liabilities as of December 31, 2018 include $180,666 (December 31, 2017 - $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.

 

Included in notes payable and accrued interest payable, are the following recognized liabilities which have involved legal proceedings:

 

1)        Mr. H. Gordon Niblock

During 2009, the following judgment was rendered: Niblock Financial Systems, Inc. et al v. ALR Technologies, Inc. Forsyth County 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 H. 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 Agreement Mr. Stan Cruitt, a Director of the Company at the time assigned unsecured advances payable by 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 evidenced by a promissory note; 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 principal of $300,000 along with $11,000 of accrued interest from the original settlement date, being September 30, 2009. During the 2017 fiscal year, the Company determined it would be appropriate to accrue interest of 8% on the principal outstanding from the judgement date onward. Previously, the Company had recorded imputed interest on the amount as there was no legal requirement for the Company to pay interest on the principal. As a result, during the 2017 fiscal year the Company reversed the imputed interest, recorded the accrued interest and recorded the difference as a recovery of expense.

 

On December 18, 2013, the Company was served with a civil summons from H. Gordon Niblock in respect of a complaint for breach of agreement to repay the promissory note of $125,000 due on by January 15, 2011, plus interest at the legal rate of eight percent per annum from the date of maturity of the note until the amount is repaid plus reasonable attorney fees of the proceedings. On February 5, 2014, case 13-CVS-7736 for the plaintiff’s motion for entry of default and default judgment was heard in the Superior Court Division of Forsyth Country, North Carolina. The court found in favor of the plaintiff, ruling that the Company was in default of its agreement with the Plaintiff and that the Plaintiff is eligible to seek affirmative relief against the defendant.

 

  - 12 -  

 

ITEM 3. LEGAL PROCEEDINGS (continued).

 

1)        Mr. H. Gordon Niblock (continued)

The Company has not made any repayments under the terms of the settlement agreement for either the loans (and accrued interest) totaling $712,052 or any costs of the judgment reached against the Company.

 

2)        Ms. Irene Ho

The Company owes a promissory note to Ms. Irene Ho that was demanded for repayment on December 14, 2010. This amount has not been repaid and interest continues to accrue at the legal rate. The total principal and interest owing to Ms. Irene Ho is approximately $557,800.

 

3)        Mr. Stan Link

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 on April 13, 2009. This full amount is still outstanding and continues to accrue interest at the stated rate of the note. The total principal and interest owing to Mr. Stan Link is approximately $78,000.

 

On March 27, 2017 the United States District Court granted the motion to dismiss a complaint filed by MyHealth, Inc. against the Company in case 2:16-CV-00535-RWS. The court ordered, adjudged and decreed that My Health, Inc.’s complaints against ALR Technologies, Inc. were dismissed with prejudice. MyHealth, Inc. originally filed a motion of appeal, which subsequently MyHealth, Inc. dismissed. On May 19, 2016 MyHealth, Inc filed a complaint against the Company that it engaged in willful and knowing patent infringement against MyHealth, Inc.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

  - 13 -  

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company’s Common Stock is quoted on the Bulletin Board (OTCQB) operated by the Federal Industry Regulatory Authority (“FINRA”) under the symbol “ALRT.” The following table sets forth the high and low sales prices for our common stock for each quarter within the last two fiscal years:

 

Quarter Ended High Bid [1] Low Bid [1]
     
December 31, 2018 0.06 0.03
September 30, 2018 0.07 0.04
June 30, 2018 0.05 0.03
March 31, 2018 0.07 0.03
December 31, 2017 0.07 0.03
September 30, 2017 0.15 0.00
June 30, 2017 0.00 0.00
March 31, 2017 0.00 0.00

 

[1]       These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

At December 31, 2018, there were 242,777,909 common shares of the Company issued and outstanding.

 

As at December 31, 2018, there were 134 registered holders of record of the Company’s common shares and an undetermined number of beneficial holders.

 

No cash dividends have been declared by the Company nor is any intended to be declared. The Company is not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render the Company insolvent. Dividend policy will be based on the Company’s cash resources and needs and it is anticipated that all available cash will be needed for working capital.

 

Securities Authorized from Issuance under Equity Compensation Plans

 

The Company does not have any equity compensation plans and accordingly the Company does not have any securities authorized for issuance under an equity compensation plan.

 

Recent Sales of Unregistered Securities

 

There were no issuances of securities that were not under a registration statement during the year ended December 31, 2018 and the subsequent period to the date of this Form 10K.

 

Purchases of Equity Securities by the Company and Affiliated Purchasers

 

Neither the Company nor an affiliated purchaser of the Company purchased common shares of the Company in the year ended December 31, 2018.

 

ITEM 6. SELECTED FINANCIAL DATA

 

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

  - 14 -  

 

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

 

The Company’s business is focused on enhancement of adherence to disease and healthcare management programs through monitoring, reminders and improved communications. The Company’s primary business markets are the providers of health insurance and the providers of disease and case management services, including the home care industry.

 

The largest potential for sustainable long-term growth and value generation lies with the market segments that have the most influence on the end-user and the most to gain from improved healthcare results. These market segments are the health insurance providers, and the medical clinics and physicians who provide the care for people with chronic disease. Our focus is on penetrating the full cycle of health care services including medical clinics, hospitals and health plans with diabetics being the initial patient targets.

 

Revenue

 

The Company did not generate any revenue in 2018 or 2017. For the past several years, the Company has been devoting its efforts to developing and commercializing its Diabetes Management System, a blood glucose management platform that combines patient monitoring, patient adherence, care team communications, automated patient management and insulin dosage suggestions.

 

In October 2011, the Company announced that it had received FDA clearance to sell its Diabetes Management System in the United States. In 2012, the Company obtained HIPAA clearance for its Diabetes Management System. The Company since demonstrated that the average patient’s A1C was reduced by 1.2% over 6 months in both a clinical trial and a pilot program. Subsequently, the Company developed and obtained FDA clearance for Insulin Dose Adjustment and developed and is patent pending for its proprietary Predictive A1C innovation. The Company is ready to launch the Diabetes Management System commercially and is seeking a suitable opportunity.

 

Product Development

 

During the 2018 fiscal year, the majority of the Company’s product development efforts were expended to:

· further development of its Diabetes Management System;
· respond to questions from the FDA for its 510K clearance application for IDA;
· prepare for additional functionality to enhance care facilitation activity;
· increase compatibility and usability of the Diabetes Management System;
· implement advances as a result of user feedback, and
· other general advances of the Diabetes Management System.

 

With the completion of the Diabetes Management System, the Company is currently focusing its efforts on the commercial launch plans of the product and conducting research activities for future attributes and applications for the Diabetes Management System.

 

Product development and research costs were $408,640 in 2018 and $416,304 in 2017.

 

  - 15 -  

 

Operating Capital

 

The Company has no revenues and has not generated any revenues since creating its Diabetes Management System. The Company is funding operations through the line of credit financing it has available. The majority of the Company’s expenditures go towards product development, professional fees and administrative activities. The Company incurs significant amounts of interest expense from its debts outstanding and from time to time, the grant of stock options in exchange for either 1) deferred payment 2) agreements of note extensions and 3) increased borrowing limits provided. All stock options granted related to the debts of the Company have been recorded at their fair value using the Black-Scholes option pricing model and are expensed over the agreed upon term of the debt instrument where applicable. Where the debt of the Company is a line of credit arrangement with no fixed terms of repayment, the stock option expense is fully recognized at the time of grant.

 

There is no certainty of the timing or amount of cash flows from sales, and if sales do begin, there is no certainty that it will reach the level necessary to cover operating costs and costs to service the Company’s debts. The Company has limited resources and is seeking to penetrate markets with indirect competition with much greater resources. The Company is seeking to displace generally accepted processes for diabetes management which means it is directly entering into an unestablished market. Management is evaluating alternatives to penetrate both existing and new marketplaces in order to generate cash flows. Management believes the business plan of the Company will give it the best opportunity to achieve commercial feasibility but due to the current acceptance levels of the Diabetes Management System, there is substantial uncertainty over the Company’s ability to execute the plan, the level of success associated with the execution of its business plan or the actual timeline to execute the plan. If the actual timeline for the execution of the business plan is substantially longer than planned, it could jeopardize the Company’s long-term success. For these reasons the Company is seeking additional financing.

 

The Company has operating lines of credit with a borrowing limit of $10,500,000. As at December 31, 2018, the Company had borrowing available of approximately $nil on its line of credit. The Company does not have any other facilities readily available at this time and has continued to receive funding under the terms of the existing line of credit that has reached the borrowing limit from the Chief Executive Officer. Management will seek to acquire additional financing to allow the Company to become a commercially viable enterprise, whereby it can generate sufficient cash flow from the sales of its Diabetes Management System to support its cost of operations, overhead and repay its obligations.

 

There is no certainty that the Company will ever be able to achieve the level of sales necessary to cover operating costs or achieve the level of sales before the borrowing limits on the lines of credit financing are reached. The Company will require additional financing in the future for which there is no guarantee it will receive, furthermore, even if the Company is able to achieve sufficient cash flows to support operations, it will need to service its debt obligations, which as of December 31, 2018 were $28,398,364. A total of approximately $23,500,000 is owed to the Chairman and his family.

 

Operating Issues

 

The Company has expended significant efforts introducing the Diabetes Management System to specified retail chains, pharmaceutical manufacturers, contract research organizations, health management organizations, pharmacy benefits managers and certain clinics treating specific disease conditions. The Company has not had sales for several years. During the 2017 and 2018 fiscal years, the Company has devoted 100% of its efforts to developing the Diabetes Management System for commercial launch. Management plans for the Company to become a commercially viable enterprise through sale of Diabetes Management subscriptions.

 

If management is not successful in its plans, they may be required to raise additional funds from its existing and prospective shareholders or debtholders, which it may not be able to accomplish on satisfactory terms for the Company.

  - 16 -  

 

 

Management Compensation

 

During 2018, the Company’s sole officer, Sidney Chan, was paid from the line of credit financing available as follows:

- Sidney Chan, Chief Executive Officer, accrues $15,800 per month, all of which was recorded as an increase to the borrowings on the lines of credit provided to the Company.

 

Mr. Chan’s compensation was the same for the 2017 fiscal year.

 

The Company issues stock options as compensation from time to time. No directors of the Company earn service fees for their position as director of the Company. Those directors that hold a position as officer or consultant of the Company earn fees for those services provided. During 2018, the Company did not grant any incentive options to its directors for services. During 2017, the Company granted Ken Robulak the option to acquire 2,350,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years.

 

Capital Structure

 

As of the date of this Form 10K:

 

Authorized Common Stock

2,000,000,000 shares of common stock with a par value of $0.001 per share.

 

On December 20, 2016, certain stockholders who beneficially owned 122,998,482, or approximately 50.66%, of the combined voting power of the common stock consented in writing to increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000) shares, par value $0.001 per share. The Company has not completed its Definitive 14C filing with the SEC since it was deficient with its reporting requirements at the time. The Company considers this action to be effective since it was approved by the shareholders of the Company.

 

Issued Common Stock

242,777,909 shares of common stock are issued and outstanding.

 

Authorized Preferred Stock

500,000,000 shares of preferred stock with a par value of $0.001 per share.

 

Issued Preferred Stock

No shares of preferred stock have been issued

 

Stock Options

Options to acquire 5,014,851,500 shares of common stock are outstanding.

 

 

  - 17 -  

 

Results of Operations

 

Year-ended December 31, 2018 compared to Year-ended December 31, 2017

 

          Amount ($) Percentage (%)  
    2018   2017 Increase / Increase /  
          (Decrease) (Decrease)  
Operating Expenses              
Selling, general and administrative $ 1,323,552 $ 405,556 917,996 226  
Product development   408,640   416,304 (7,664) (2)  
Professional fees   451,064   244,430 206,634 85  
    2,183,256   1,066,290 1,116,966 105  
               
Other items              
  Interest expenses   1,938,877   1,861,971 76,906 4  
  Recovery of expense   -   (86,236) 86,236 100  
Net Loss $ (4,122,133) $ (2,842,025) (1,280,108) 45  

 

The net loss for the Company’s years ended December 31, 2018 and December 31, 2017 was significantly impacted by the grant of options to obtain additional debt financing as follows:

 

 

Year Ended

December 31, 2018

Year Ended

December 31, 2017

Options Granted as Consideration 52,500,000 6,500,000
Value of Options Granted as Consideration $1,581,343 $200,230
Percentage of Net Loss 38% 7%

 

The net loss for the year ended December 31, 2018 was 45% ($1,280,108) higher than the net loss at December 31, 2017 as a result of the grant of options with an incremental fair value of $1,381,113 during 2018 as compared to the prior year. The incremental fair value from the grant of the options in 2018 accounted for 108% of the total change in net loss as compared to 2017. Aside from the stock-based compensation included with operating expenses, the Company had a reduction in operating loss of $264,147 which was primarily a result of shifting compensation for professionals, consultants and advisors from cash-based to incentive stock options.

 

General and Administrative

General and administrative costs incurred consist of salaries and consulting fees of management personnel, stock-based compensation for options granted to management personnel, travel and trade show costs, rent of the Company’s corporate office, website development costs and general costs incurred through day-to-day operations.

 

  - 18 -  

 

Results of Operations (continued)

 

During the year, the Company had a significant increase in the selling, general and administrative expenses, primarily driven by an increase in stock-based compensation. The components of general and administrative expense and the changes therein can be seen as follows:

              Amount ($)  
      2018   2017   Increase /  
              (Decrease)  
                 
Selling, general and administrative:                
Management salaries and consulting fees   $ 241,000 $ 226,000   15,000  
Stock-based compensation     994,000   81,000   913,000  
Travel and trade-shows       43,000   46,000   (3,000)  
Rent of corporate office     1,000   9,000   (8,000)  
Website and information technology       15,000   20,000   (5,000)  
Other general and administrative costs     30,000   24,000   6,000  
Total   $ 1,324,000 $ 406,000   918,000  

 

The increase in stock-based compensation accounted for 99% of the increase of general and administrative expenses in the current year as compared to the prior year. During the current year the Company granted 11 consultants and advisors the option to purchase 52,500,000 shares of common stock in exchange for their services. We anticipate that cash based operating expenses for 2019 will be similar to the amounts in 2018, before any new endeavors or projects. Aside from the change of general and administrative expenses related to stock based compensation, which is non-cash based, general and administrative costs incurred during 2019 were materially consistent with the 2018 fiscal year.

 

Product development

 

Product development costs consists of a) services provided by contractors of the Company b) expenses incurred for product development and c) stock-based compensation for options granted to members of the product development team. Product development costs of the Company were consistent with the prior year with changes of the components as follows:

 

              Amount ($)  
      2018   2017   Increase /  
              (Decrease)  
                 
Product development:                
Personnel consulting fees   $ 212,000 $ 330,000   (118,000)  
Stock-based compensation     186,000   67,000   119,000  
Purchases and other amounts     11,000   19,000   8,000  
Total $ 409,000 $ 416,000   (7,000)  

 

For the 2018 fiscal year, the Company was anticipating similar or slightly reduced product development expenses as compared to 2017, before any changes from stock-based compensation expense. The Company had a significant reduction in development consulting fees incurred as compared to the prior year as a result of reduced external consultants retained for quality control assessments and a reduction in its development team.

 

 

  - 19 -  

 

Interest expense

During the year the Company incurred an increase in interest expense as compared to the prior year as a result of a higher interest bearing debt load as compared to the prior year. Interest expense was incurred from the following sources for years ended December 31, 2018 and 2017:

 

         

Amount ($)

Increase /

(Decrease)

 
Interest Expense:   2018   2017  
           
               
Interest expense incurred on promissory notes               $ 529,000 $ 677,000 $ (148,000)  
Interest expense incurred on lines of credit   1,288,000   1,202,000   86,000  
Imputed interest on zero interest loans   122,000   155,000   (33,000)  
Stock options granted for promissory notes     -   -   -  
Other   -   (172,000)   172,000  
Total $ 1,939,000 $ 1,862,000 $ 77,000  

 

Interest on Promissory Notes

There were no repayments, issuances or changes, in any of the promissory notes from December 31, 2017 to December 31, 2018. As a December 31, 2017 there was one note that had no stated terms of interest which the Company determined it was more appropriate to record accrued interest of 8% as opposed to imputed interest of 12%. As a result the Company transferred accrued interest of $172,470 from imputed interest to accrued interest related to this promissory note. The difference of 4% totaling $86,000 was recorded as a recovery of expense during the 2017 fiscal year. As a result of this transfer both interest expense and imputed interest were higher in the previous year.

 

Interest on Lines of Credit

The Company has two line of credit facilities with balances as follows:

   

As at

Dec 31

 

As at

Dec 31

Amount ($)

Increase /

 
Lines of Credit:   2018   2017  
               
Line of Credit provided by Sidney Chan   $ 9,024,000 $ 8,398,000 $ 626,000  
Line of Credit provided by Christine Kan   2,000,000   2,000,000   -  
Total $ 11,024,000 $ 10,398,000 $ 626,000  

 

The Company incurred interest expense on the lines of credit as follows:

    Year Ended   Year Ended   Amount ($)  
Interest Expense on Line of Credit:   2018   2017   Increase /  
               

Interest expense incurred on line of credit from

Sidney Chan during the year

$ 1,048,000 $ 962,000

 

$

86,000  

Interest expense incurred on line of credit from

Christine Kan during the year

  240,000   240,000     -
Total $ 1,288,000 $ 1,202,000 $ 86,000  

 

During the 2018 fiscal year, the Company had borrowed an additional $626,000 from its line of credit facilities (interest rates of 1% per month on the borrowed balance). In addition to incurring interest for a full year on the amounts borrowed during the 2017 fiscal year, this borrowing during 2018 resulted in significantly higher interest incurred on the lines of credit for the year ended. During 2019, the Company is anticipating financing its operations through line of credit borrowing facilities, which as a result, its interest expense related to the line of credit facilities further increased.

 

  - 20 -  

 

Results of Operations (continued)

 

Interest Expense (continued)

 

Imputed Interest

During the 2018 and 2017 fiscal years, the Company had certain zero interest promissory notes and accounts payable in excess of one year. Pursuant to the Company’s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest; instead of increasing the liabilities of the Company, imputed interest expense is allocated to equity under the financial statement line item “additional paid-in capital”. The Company’s zero interest instruments were as follows as at December 31, 2018 and 2017:

 

         

Amount ($)

(Decrease)

   
Zero Interest Instruments:   2018   2017    
             
                 
Accounts Payable (older than one year) $ 760,000 $ 727,000 $ 33,000    
Promissory Notes to unrelated parties   271,000   571,000   (300,000)    
Total $ 1,031,000 $ 1,298,000 $ (267,000)    

 

The reduction in zero interest instruments was a result of the assignment of interest of 8% to one promissory note. This note had previously been recorded as a 0% loan for which the Company incurred imputed interest as consistent with its other zero interest notes.

 

The Company incurred imputed interest as follows:

         

Amount ($)

Increase /

(Decrease)

 
Imputed Interest Expense:   2018   2017  
           
               
Accounts Payable (older than one year) $ 90,000 $ 87,000 $ 3,000  
Promissory Notes to unrelated parties   32,000   68,000   (36,000)  
Total $ 122,000 $ 155,000 $ (33,000)  

 

Moving forward, we anticipate the expense to be consistent with the current year until such time as the Company has sufficient funds available to repay these old accounts payable and zero interest promissory notes.

  - 21 -  

 

Results of Operations (continued)

 

Professional Fees

Professional fees expense consists of consulting and advisory fees of certain professionals retained, audit fees, legal fees and stock-based compensation for options granted to professionals. By component of professional fees the variance can be seen as follows:

 

          Amount ($)  
 Professional Fees:   2018   2017 Increase /  
          (Decrease)  
             
Legal Fees    $ 7,000 $ 38,000 (31,000)  
Professional advisors retained      25,000   94,000 (69,000)  
Corporate auditor   18,000   60,000 (42,000)  
Stock-based compensation   401,000   52,000 349,000  
Total $ 451,000 $ 244,000 207,000  

 

The increase in professional fees for the 2018 fiscal year as compared to prior year can be attributed to

the Company granting stock-based compensation to its service providers as opposed to cash based compensation. The Company reduced its cash based professional fees by $142,000 from the prior year as a result of reduced professionals retained, reduced legal costs incurred and reduced audit requirements since the Company was previously deficient with its reporting status.

 

We had anticipated cash based professional fees to decrease for the 2018 fiscal year as compared to the 2017 fiscal year as its audit fees would be significantly lower due to 2017 expenses representing multiple years of engagements. For 2019 we expect the cash based professional fees to increase since it benefited from timing differences in 2018 which reduced the total professional fees incurred. The Company has granted significant stock options with vesting terms which could vest during the 2019 fiscal year based on sales milestones generated. If these options were to vest, the stock based compensation could be significant.

 

  - 22 -  

 

Liquidity and Capital Resources

 

Cash Balances

 

The Company’s cash balance was $3,378 at December 31, 2018 and $3,111 at December 31, 2017.

 

Short- and Long-Term Liquidity

 

Working Capital
   

As At

December 31, 2018

 

As At

December 31,

2017

 

Amount ($)

Increase / (Decrease)

Percentage (%)

Increase / (Decrease)

Current Assets $ 3,000 $ 3,000   - -
Current Liabilities   28,398,000   25,979,000   2,419,000 9
Working Deficiency $ (28,395,000) $  (25,976,000)   (2,419,000) (9)

 

The Company has a severe working capital deficiency. It does not have ability to service is current liabilities for the next twelve months and is reliant on its line of credit facilities to meet its ongoing operations. The Company has exceeded the borrowing limit on its line of credit facilities and has continued to receive funds under the same terms from that creditor. While the Company expects the funding will continue for the next year on this basis, there is agreement in place to receive additional funding. Furthermore, the line of credit is due on demand. Until the Company has revenue producing activities that exceed its operating requirements, it will be unable to service its current liabilities and the working capital deficit will continue to increase. As of the date of this management discussion and analysis, the Company has not commenced revenue generating activities, nor does it know when they will commence. There is substantial doubt about the Company’s ability to repay its current liabilities in the near term or anytime in the future which could ultimately lead to business failure.

 

Current Liabilities

 

The Company has current liabilities of $28,398,000 as at December 31, 2018 as compared to $25,979,000 as at December 31, 2017. Current liabilities were as follows:

 

    December 31, 2018   December 31, 2017  

Change

($)

Change

(%)

Accounts payable and accrued liabilities $ 1,014,000 $ 1,038,000   (24,000) (2)
Interest payable   4,836,000   4,307,000   529,000 12
Line of credit   17,262,000   15,348,000   1,914,000 12
Promissory notes to related parties   2,892,000   2,892,000   - -
Promissory notes to arm’s length parties   2,394,000   2,394,000   - -
Total current liabilities $ 28,398,000 $ 25,979,000   2,419,000 9

 

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consists of the trade payables and accrued liabilities of the Company. Amounts totaling approximately $930,000 are older than one year old with the majority of this amount being more than ten years old.

 

Interest Payable

Interest payable relates to the unpaid interest expense incurred on the promissory notes to related parties and promissory notes to arm’s length parties. The change from December 31, 2018 to December 31, 2017 is equal to the interest expense incurred on both categories of promissory notes during the 2018 fiscal year.

 

Promissory Notes to Related Parties and Promissory Notes Payable to Arm’s Length Parties

The Company has promissory notes with 20 individuals or corporations that relate to historical amounts borrowed. There has been no new activity for several years. All of these promissory notes are past due and continue to accrue interest at their respective legal rates of interest (mostly 1% per month).

  - 23 -  

 

Current Liabilities (continued)

 

Line of Credit

As of December 31, 2018, the Company has borrowed total principal of $11,024,000 (2017 - $10,398,000) and has outstanding accrued interest of $6,237,000 (2017 - $4,950,000). During 2018, the Company borrowed $626,000 (2017 - $770,000) and incurred interest of $1,288,000 (2017 - $1,202,000).

 

Line of Credit from Ms. Christine Kan

The Company obtained a line of credit of US$1,000,000 from Ms. Christine Kan (the spouse of the Chairman of the Board and Chief Executive Officer of the Company) on March 2010 (the terms of which were finalized in May 2010). The loan was unsecured with interest payable on funds borrowed at 1% per month. These proceeds were to be put towards working capital and the continued development of the Company’s product line. On January 3, 2011, the Creditor granted the Company an increase in the borrowing limit from $1,000,000 to $2,000,000. As of December 31, 2018, the Company has borrowed $2,000,000 (2017 - $2,000,000) and has accrued interest outstanding of $1,736,000 (2017 - $1,496,000). During the 2018 fiscal year, the Company borrowed $nil (2017 - $nil) and incurred interest of $240,000 (2017 - $240,000).

 

Line of Credit from Mr. Sidney Chan

On March 6, 2011, the Company obtained a $2,500,000 line of credit from Sidney Chan (the Chairman of the Board and Chief Executive Officer of the Company). Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand. Originally, the line of credit was for a comprehensive marketing program, but subsequently was amended to be for general corporate purposes. On April 1, 2014, Mr. Chan and the Company executed an amending agreement whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to the Company from $4,000,000 to $5,500,000. On May 29, 2015, the borrowing limit was further increased to $7,000,000. On July 1, 2016, the borrowing limit was further increased to $8,500,000. As of December 31, 2018, the Company has borrowed $9,024,000 (2017 - $8,398,000) and has accrued interest outstanding of $4,501,000 (2017 - $3,453,000). During 2018, the Company borrowed $626,000 (2017 - $770,000) and incurred interest of $1,048,000 (2017 - $962,000 ). The Company has exceeded the borrowing limit on this line of credit but has continued to receive funding under the same terms.

 

Short- and Long-Term Liquidity

 

The Company has incurred significant operating losses over the past several fiscal years (2018 - $4,122,000; 2017 - $2,842,000), is currently unable to self-finance its operations, has a working capital deficit of $28,395,000 (2017 - $25,976,000), an accumulated deficit of $78,650,000 (2017 - $74,528,000), limited resources, no source of operating cash flow, no assurances that sufficient funding will be available to conduct further product development and operations and no assurance the Company’s current projects will be commercially viable or profitable.

 

All of the Company’s debt financing is past due or due on demand. The Company will seek to replace this financing with funds generated by operations, replacement debt or from equity financings through private placements or the exercise of options. While certain of the Company’s creditors have agreed not to demand immediate payment. There is no assurance that they will continue to do so in the future. As the Company is past due or in default on its promissory notes payable and accrued interest payable, there is substantial risk of future legal action against the Company. The Company has faced consent judgements and demand notices against it for overdue promissory notes. Failure to obtain either replacement financing or creditor consent to delay the repayment of existing financing could result in the Company having to cease operations.

 

  - 24 -  

 

Short- and Long-Term Liquidity (continued)

 

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 and accrued liabilities $ 1,014,000 $ 1,014,000 $ - $ - $ -
Interest payable   4,836,000   4,836,000   -   -   -
Line of credit   17,262,000   17,262,000   -   -   -
Promissory notes to related parties   2,892,000   2,892,000   -   -   -
Promissory notes to arm’s length parties   2,394,000   2,394,000   -   -   -
  $ 28,398,000 $ 28,398,000 $ - $ - $ -

 

Cash Flows        
    Year Ended   Year Ended
    December 31, 2018    December 31, 2017
Cash Flows used in Operating Activities $ (626,000) $ (770,000)
Cash Flows provided by Financing Activities   626,000   770,000
Net decrease in Cash During Period $ - $ -

 

Cash Used in Operating Activities

 

Cash used by the Company in operating activities during the year ended December 31, 2018 totaled $626,000 as compared to $770,000 for year ended December 31, 2017. The Company’s cash used in operating activities can be reconciled from net loss as follows:

 

           
Cash Used in Operating Activities Reconciliation   2018   2017  
           
         
Net loss $ (4,122,133) $ (2,842,025)
         
Stock-based compensation incurred for interest, product development, professionals and management personnel   1,581,343   200,230
Non-cash imputed interest expenses   122,183   154,848
Recovery of expense   -   (86,236)
Increase (decrease) in prepaid expenses from realization (purchase) of prepaid expenses   -   1,429
Net purchases (net repayments) with balances owing in accounts payable and accrued liabilities   (23,805)   95,106
Accrued interest on lines of credit   1,287,822   1,202,250
Accrued interest from promissory notes     528,871   504,872
         
Cash used in operating activities $ (625,719) $ (769,526)
                   

 

Cash Proceeds from Financing Activities

 

During the year ended December 31, 2018, the Company borrowed $626,000 (2017 - $770,000) on its operating line of credit from the Chairman of the Company. The amounts borrowed during 2018 were in excess of the borrowing limit of the line of credit.

  - 25 -  

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies

 

The preparation of our financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the accounting polices that are most critical to its financial condition and results of operations and involve management’s judgment and/or evaluations of inherent uncertain factors are as follows:

 

Options and warrants issued in consideration for debt. The Company allocates the proceeds received from long-term debt between the liability and the options and warrants issued in consideration for the debt, based on their relative fair values, at the time of issuance. The amount allocated to the options or warrants is recorded as additional paid in capital and as a discount to the related debt. The discount is amortized to interest expense on a yield basis over the term of the related debt.

 

Stock-based compensation . The Company follows Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires companies to estimate 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 financial statements. Stock-based compensation recognized during the period is based on the value of the portion of the stock-based payment awards that are ultimately expected to vest during the period. The Company estimates the fair value of the stock options using the Black-Scholes Option Pricing Model, consistent with the provisions of SFAS 123R. 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. The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock.

 

Recent Accounting Pronouncements

 

Adopted

 

In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard was effective for the Company for annual and interim periods beginning after December 15, 2016. Adoption of this pronouncement did not have a material impact on the Company’s financial statements.

 

In March 2016, the FASB issued ASU No. 2016-09,  Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The new guidance will change how companies account for certain aspects of share-based payments to employees. Under existing accounting guidance, tax benefits and certain tax deficiencies arising from the vesting of share-based payments are recorded in additional paid-in-capital. The new guidance will require such benefits or deficiencies to be recognized as income tax benefits or expenses in the statement of operations. Companies are required to apply the new guidance prospectively. This new standard was effective for the Company for annual and interim periods beginning after December 15, 2016. Adoption of this pronouncement did not have a material impact on the Company’s financial statements.

  - 26 -  

 

Issued

 

In August 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2018, with early application permitted. The standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable.

 

In May 2017, the FASB issued ASU 2017-09, Stock Compensation: Scope of Modification Accounting . The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 is effective for fiscal years and interim periods beginning after December 15, 2017, which will be effective for the Company for the quarter ending December 31, 2018. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815) . The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share ("EPS") in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down-round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for fiscal years and interim periods beginning after December 15, 2018, which will be effective for the Company for the quarter ending December 31, 2019. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity.

 

The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or statement of operations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

  - 27 -  

 

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

 

ALR TECHNOLOGIES INC.

Financial Statements

December 31, 2018 and 2017

 

 

 

Index Page
   
Report of Independent Registered Public Accounting Firm F-1
   
Balance Sheets F-2
   
Statements of Operations F-3
   
Statements of Changes in Stockholders’ Deficit F-4
   
Statements of Cash Flows F-5
   
Notes to Financial Statements F-6 – F-23

 

  - 28 -  

 

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of ALR Technologies Inc.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ALR Technologies Inc. (the "Company") as of December 31, 2018 and 2017, the related statements of operations, changes in stockholders' deficit, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of   December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations . These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

 

We have served as the Company’s auditor since 2013

Vancouver, Canada

March 28, 2019

 

  F- 1  

 

ALR TECHNOLOGIES INC.

Balance Sheets

($ United States)

December 31, 2018 and 2017

 

 

         
    2018   2017
         
Assets        
Current assets:        
Cash $ 3,378 $ 3,111
Total assets $ 3,378 $ 3,111
         
Liabilities and Stockholders' Deficit        
Current liabilities:        
Accounts payable and accrued liabilities $ 1,014,268 $ 1,038,073
Promissory notes payable due to related parties   2,891,966   2,891,966
Promissory notes payable due to unrelated parties   2,394,353   2,394,353
Interest payable   4,836,127   4,307,256
Lines of credit from related parties   17,261,650   15,347,842
Total liabilities   28,398,364   25,979,490
          
Stockholders' Defici t        
Preferred stock:        
Authorized: 500,000,000 shares of preferred stock (2017 - 500,000,000) with a par value of $0.001 per share        
Shares issued and outstanding: Nil shares of preferred stock (2017 - Nil) were issued and outstanding   -     -  
Common stock        
Authorized: 10,000,000,000 shares of common stock (2017 - 10,000,000,000) with a par value of $0.001 per share        
Shares issued and outstanding: 242,777,909 shares of common stock (2017 - 242,777,909 shares of common stock).  

 

242,777

 

 

242,777

Additional paid-in capital   50,012,445   48,308,919
Accumulated deficit   (78,650,208)   (74,528,075)
Stockholders’ deficit   (28,394,986)   (25,976,379)
Total liabilities and stockholders’ deficit $ 3,378 $ 3,111

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements

  F- 2  

 

ALR TECHNOLOGIES INC.

Statements of Operations

($ United States)

Years Ended December 31, 2018 and 2017

 

 

         
    2018   2017
         
Operating Expenses        
  Product development $ 408,640 $ 416,304
  Professional fees   451,064   244,430
  Selling, general and administration   1,323,552   405,556
Operating Loss   2,183,256   1,066,290
Recovery of expense   -   (86,236)
Interest expense   1,938,877   1,861,971
Net Loss   $ (4,122,133) $ (2,842,025)
         
Weighted average number of shares of common stock outstanding, basic and diluted   242,777,909   242,777,909
         
Loss per share, basic and diluted $ (0.02) $ (0.01)

 

 

See accompanying notes to financial statements

  F- 3  

 

ALR TECHNOLOGIES INC.

Statements of Changes in Stockholders’ Deficit

($ United States)

From December 31, 2017 to December 31, 2018

 

 

 

               
  Common Stock   Additional       Total
  Number of       Paid-in   Accumulated   Stockholders’
  Shares   Amount   Capital   Deficit   Deficit
                   
Balance, December 31, 2016 242,777,909 $ 242,777 $ 48,212,548 $ (71,686,050) $ (23,230,725)
Imputed interest reversal -   -   (103,859)   -   (103,859)
Stock options granted as compensation -   -   200,230   -   200,230
Net loss for the year -   -   -   (2,842,025)   (2,842,025)
Balance, December 31, 2017 242,777,909   242,777   48,308,919   (74,528,075)   (25,976,379)
Imputed interest -   -   122,183   -   122,183
Stock options granted as compensation -   -   1,581,343   -   1,581,343
Net loss for the year -   -   -   (4,122,133)   (4,122,133)
Balance, December 31, 2018 242,777,909 $ 242,777 $ 50,012,445 $ (78,650,208) $ (28,394,986)

 

See accompanying notes to financial statements

  F- 4  

 

ALR TECHNOLOGIES INC.

Statements of Cash Flows

($ United States)

Years Ended December 31, 2018 and 2017

 

 
     
    2018   2017
         
OPERATING ACTIVITIES        
Net loss $ (4,122,133) $ (2,842,025)
Stock-based compensation-product development   186,476   66,800
Stock-based compensation-selling, general and admin   993,716   80,938
Stock-based compensation-professional fees   401,151   52,492
Unpaid interest expense on line of credit   1,287,822   1,202,250
Non-cash imputed interest expense   122,183   154,848
Non-cash gain on reversal of expense     -   (86,236)
Changes in assets and liabilities:        
Decrease in prepaid expenses   -   1,429
Increase in accounts payable and accrued liabilities   13,725   95,106
Increase in interest payable   528,871   504,872
         
Net cash used in operating activities   (625,718)   (769,526)
         
FINANCING ACTIVITIES        
Proceeds from lines of credit   625,985   770,030
         
Net cash provided by financing activities   625,985   770,030
         
Change in cash   267   504
Cash, beginning of year   3,111   2,607
Cash, end of year $ 3,378 $ 3,111

 

See accompanying notes to financial statements

  F- 5  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

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. The Company has developed a compliance monitoring system that will allow for health care professionals to remotely monitor patient health conditions and provide patient health management. On October 17, 2011 the Company announced that it had received Section 510(k) clearance from the United States Food and Drug Administration for its Health-e-Connect System. The Company is currently seeking pilot programs to deploy its product.

 

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in U.S dollars and 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 past several fiscal years (2018 - $4,122,133; 2017 - $2,842,025), is currently unable to self-finance its operations, has a working capital deficit of $28,394,986 (2017 - $25,979,490), accumulated deficit of $78,650,208 (2017 - $74,528,075), limited resources, no source of operating cash flow, and no assurance that sufficient funding will be available to conduct continued product development activities. 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 and accrued liabilities, interest payable, lines of credit and promissory notes payable totaling $28,398,364 (2017 - $25,979,490) currently due, due on demand or considered delinquent. There is no assurance that the Company will not face additional legal action from creditors regarding delinquent accounts payable, 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 from related parties through lines of credit facilities with available borrowing in principal amount up to $10,500,000. As of December 31, 2018, the total principal balance outstanding was $11,024,235. The resolution of whether the Company is able to continue as a going concern is dependent upon the realization of management’s plans.When 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 lenders in the line of credit arrangements 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.

  F- 6  

 

 

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

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, while continuing to accrue interest at its stated rates. 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 some of 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 2018. 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 lines of credit it has available.

 

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

 

a) 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 financial statements. The Company estimates the fair value of the stock options using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.

  F- 7  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

2.       Significant accounting policies (continued)

 

b) Income taxes

 

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating loss carry-forwards that are available to be carried forward to future years for tax purposes.

 

Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When it is not considered to be more likely than not that a deferred income tax asset will be realized, a valuation allowance is provided for the excess.

 

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes . Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2018, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

 

c) 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, the measurement of stock-based compensation, the fair value of financial instruments and the reported amounts of revenues and expenses during the reporting period. Management believes the estimates are reasonable; however, actual results could differ from those estimates.

 

d) Loss per share

 

Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by dividing the net loss by the sum of the weighted average number of common shares outstanding and the dilutive common equivalent shares outstanding during the year. Common 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.

  F- 8  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

2.         Significant accounting policies (continued)

 

e) Comprehensive income

 

Comprehensive income is the overall change in the net assets of the Company for a period, other than changes attributable to transactions with stockholders. It is made up of net income and other comprehensive income. Other comprehensive income consists of net income and other gains and losses affecting stockholders' equity that under generally accepted accounting principles are excluded from net income. The Company has no items of other comprehensive income (loss) in any period presented. Therefore, as presented in the Company's statements of loss, net loss equals comprehensive loss.

 

f) Fair value of financial instruments

 

The Company’s financial instruments include cash, accounts payable, promissory notes payable, interest payable and lines of credit. The fair values of these financial instruments approximate their carrying values due to the relatively short periods to maturity of these instruments. For fair value measurement, U.S. GAAP establishes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1 — observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — include other inputs that are directly or indirectly observable in the marketplace.

 

Level 3 — unobservable inputs which are supported by little or no market activity.

 

g)      Recently adopted and issued accounting pronouncements

 

i.       Adopted

 

In August 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2018, with early application permitted. The standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable.

 

In May 2017, the FASB issued ASU 2017-09, Stock Compensation: Scope of Modification Accounting . The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 is effective for fiscal years and interim periods beginning after December 15, 2017, which will be effective for the Company for the year ending December 31, 2018.

 

  F- 9  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

2.         Significant accounting policies (continued)

 

h)       Recently adopted and issued accounting pronouncements

 

ii. Issued

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815) . The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share ("EPS") in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down-round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. ASU 2017-11 is effective for fiscal years and interim periods beginning after December 15, 2018, which will be effective for the Company for the quarter ending December 31, 2019. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity.

 

The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or statement of operations.

  

  F- 10  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

3.         Promissory notes and interest payable

 

a)       Promissory notes payable to related parties:

 

A summary of the promissory notes payable to related parties is as follows:

 

 

Promissory Notes Payable to Related Parties

 

December 31,

2018

 

December 31,

2017

       
         
Promissory notes payable to relatives of directors collateralized by a general security agreement over all the assets of the Company, due on demand:        
             
  i. Interest at 1% per month $ 580,619 $ 580,619
             
  ii. Interest at 1.25% per month   51,347   51,347
             
  iii. Interest at the U.S. bank prime rate plus 1%   100,000   100,000
             
  iv. Interest at 0.5% per month   695,000   695,000
         
Promissory notes payable, unsecured, to relatives of a director, bearing interest at 1% per month, due on demand   1,465,000   1,465,000
Total Promissory Notes Payable to Related Parties $ 2,891,966 $ 2,891,966

  F- 11  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

3.         Interest, advances and promissory notes payable (continued)

 

b)       Promissory notes payable to unrelated parties

 

A summary of the promissory notes payable to unrelated parties is as follows:

 

Promissory Notes Payable to Unrelated Parties  

 

December 31,

  December 31,
    2018   2017
         
Unsecured promissory notes payable to unrelated lenders:        
             
  i. Interest at 1% per month, repayable on March 31, 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   887,456   887,456
             
  iii. Interest at 0.625% per month, with $50,000 repayable on October 5, 2004, $40,000 repayable on December 31, 2004, and $60,000 repayable on July 28, 2006, all due on demand   150,000   150,000
             
  iv. Non-interest-bearing, repayable on July 17, 2005, due on demand   270,912   270,912
             
  v. Interest at 0.667% per month, repayable at $25,000 per month beginning October 2009, none repaid to date   310,985   310,985
             
  vi. Interest at 0.667% per month, with $125,000 due January 15, 2011   125,000   125,000
           
Promissory notes payable, secured by a guarantee from the Chief Executive Officer, bearing interest at 1% per month   200,000   200,000
Total Promissory Notes Payable to Unrelated Parties $ 2,394,353 $ 2,394,353

 

  F- 12  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

3.         Interest, advances and promissory notes payable (continued)

 

c)       Interest payable

 

A summary of the interest payable activity is as follows:

 

Balance, December 31, 2016 $ 3,629,913
Interest incurred on promissory notes payable   504,873
Transfer from implicit interest to interest payable on promissory note   172,470
     
Balance, December 31, 2017   4,307,256
Interest incurred on promissory notes payable   528,871
     
Balance, December 31, 2018 $ 4,836,127

 

As at December 31, 2017, interest of $172,470 was transferred from imputed interest to interest payable as the Company determined it was more appropriate to treat interest amounts recorded as a liability for one promissory note which had no stated interest rate. The difference between the rate at which interest was imputed and the rate at which interest was deemed reasonable for accrual purposes, totaling $86,236, was recorded as a recovery of expense.

 

    December 31,   December 31,
    2018   2017
           
  Related parties (relatives of the Chairman) $ 2,554,655 $ 2,255,529
  Non-related parties   2,281,472   2,051,727
           
  $ 4,836,127 $ 4,307,256

 

The payment terms, security and any interest payable are based on the underlying promissory notes payable that the Company has outstanding.

 

d)       Interest expense

 

During the year ended December 31, 2018, the Company incurred interest expense of $1,938,877 (2017 - $1,861,971) substantially as follows:

- $528,871 (2017 - $504,873), including interest incurred on promissory notes (note 3(a)) and other payables;
- $1,287,822 (2017 - $1,202,250) incurred on lines of credit payable as shown in note 4; and
- $122,183 (2017 - $154,848) 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.

 

  F- 13  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

4.        Lines of credit

 

As of December 31, 2018, the Company has two lines of credit as follows:

 

Creditor Interest Rate Borrowing Limit Repayment Terms Principal Borrowed Accrued Interest

Total

Outstanding

Security Purpose
Chairman and CEO 1% per Month $ 8,500,000 Due on Demand $ 9,024,235 $ 4,501,030 $13,525,265 General Security over Assets General Corporate Requirements
Wife of Chairman 1% per Month 2,000,000 Due on Demand 2,000,000 1,736,385 3,736,385 General Security over Assets General Corporate Requirements
Total   $10,500,000   $11,024,235 $ 6,237,415 $17,261,650    

 

 

As of December 31, 2017, the Company has two lines of credit as follows:

 

Creditor Interest Rate Borrowing Limit Repayment Terms Principal Borrowed Accrued Interest

Total

Outstanding

Security Purpose
Chairman and CEO 1% per Month $ 8,500,000 Due on Demand $ 8,398,249 $ 3,453,208 $11,851,457 General Security over Assets General Corporate Requirements
Wife of Chairman 1% per Month 2,000,000 Due on Demand 2,000,000 1,496,385 3,496,385 General Security over Assets General Corporate Requirements
Total   $10,500,000   $10,398,249 $ 4,949,593 $15,347,842    

 

 

5.         Capital stock

 

a)       Authorized share capital

 

i. Common stock

 

During the year ended December 31, 2018:

 

10,000,000,000 shares of common stock with a par value of $0.001 per share.

 

During the year ended December 31, 2017:

 

i. Preferred stock

 

500,000,000 shares of preferred stock with a par value of $0.001 per share.

 

  F- 14  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

5.         Capital stock (continued)

 

b)      Issued share capital

 

During the years ended December 31, 2018 and December 31, 2017:

 

There was no activity during the years.

 

6.        Additional paid-in capital

 

Stock options

 

A summary of stock option activity is as follows:

 

     
  Year Ended Year Ended
  December 31, 2018 December 31, 2017
    Weighted Average   Weighted Average
  Number of Options

Exercise

Price

Number of

Options

Exercise

Price

Outstanding, beginning of period 4,963,851,500 $ 0.002 4,962,301,500 $ 0.013
Granted 52,500,000 $ 0.015 6,500,000 $ 0.002
Cancelled (1,500,000) $ 0.015 (4,950,000) $ (0.061)
Outstanding, end of period 5,014,851,500 $ 0.002 4,963,851,500 $ 0.002
             
Exercisable, end of period 4,987,851,500 $ 0.002 4,958,201,500 $ 0.002

 

During the year ended December 31, 2018:

 

On January 31, 2018, the Company granted nine consultants and advisors the option to acquire a total of 47,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years and one advisor the option to acquire 200,000 shares of common stock of the Company at a price of $0.03 per share until April 18, 2019. Options to acquire 24,000,000 shares of common stock will vest based on achievements of performance milestones by one consulting group. The fair value of the options granted totaled $2,722,605, of which, $1,338,207 related to vested options was recorded as compensation expense and $1,384,398 related to options with performance vesting conditions was not recorded as its expected that the performance conditions will not be met.

 

  F- 15  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

6.        Additional paid-in capital (continued)

 

Stock options (continued)

 

On June 13, 2018, the Company granted a consultant the option to acquire a total of 5,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years. The fair value of the options granted totaled $189,968.

 

On October 1, 2018, the Company granted a consultant the option to acquire a total of 300,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years. The fair value of the options granted totaled $15,926.

 

The Company recorded a further $37,242 in compensation expense related to vesting of stock options granted in previous years.

 

During the year ended December 31, 2017:

 

On November 27, 2017, the Company granted ten individuals the option acquire a total of 6,500,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years. 2,350,000 of the approved options were to a director of the Company and 4,150,000 were to consultants of the Company. The fair value of the options granted total $194,970. In addition, the Company also extended the life of the options to acquire an aggregate of 2,200,000 shares of common stock held by four consultants to November 27, 2022.

 

The Company recorded a further $5,260 in compensation expense related to vesting of stock options granted in previous years.

 

  F- 16  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

6.        Additional paid-in capital (continued)

 

Stock options (continued)

 

Outstanding

 

The options outstanding at December 31, 2018 and 2017 were as follows:

 

    December 31, 2018   December 31, 2017
Expiry Date   Options Exercise Price Intrinsic Value   Options Exercise Price Intrinsic Value
                         
April 18, 2019   200,000 $ 0.030 $ 0.005   -   - $ -
May 21, 2019   500,000 $ 0.015 $ 0.020   500,000 $ 0.030 $ 0.01
July 25, 2019   1,000,000 $ 0.015 $ 0.020   1,000,000 $ 0.015 $ 0.025
August 1, 2019   1,250,000 $ 0.015 $ 0.020   1,250,000 $ 0.015 $ 0.025
January 30, 2020   2,400,000 $ 0.015 $ 0.020   2,400,000 $ 0.015 $ 0.025
May 29, 2020   560,000,200 $ 0.002 $ 0.033   560,000,200 $ 0.002 $ 0.038
July 1, 2021   4,390,001,300 $ 0.002 $ 0.033   4,390,001,300 $ 0.002 $ 0.038
November 27, 2022   7,200,000 $ 0.015 $ 0.020   8,700,000 $ 0.015 $ 0.025
January 31, 2023   47,000,000 $ 0.015 $ 0.020   - $ - $ -
June 13, 2023   5,000,000 $ 0.015 $ 0.020   - $ - $ -
October 1, 2023   300,000 $ 0.050 $ -   - $ - $ -
Total   5,014,851,500 $ 0.002 $ 0.033   4,963,851,500 $ 0.002 $ 0.038

Weighted Average Remaining

Contractual Life

  2.40           3.38    

 

The fair value of the stock options granted and vested was allocated as follows:

 

    December 31, 2018  

December 31,

2017

         
Product development expense   $ 186,476     $ 66,800  
Professional expense     401,151       52,492  
Selling, general and administration expenses:     993,716       80,938  
                 
    $ 1,581,343     $ 200,230  

 

  F- 17  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

6.        Additional paid-in capital (continued)

 

Stock options (continued)

 

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:

 

       
 

December 31,

2018

 

December 31,

2017

       
Risk-free interest rate 2.52%   2.34%
Expected life 5 years   5 years
Expected dividends 0%   0%
Expected volatility 309%   330%
Forfeiture rate 0%   0%

 

The weighted average fair value for the options granted during 2018 was $0.06 (2017 - $0.03).

 

7.         Related party transactions and balances

 

           
      Year Ended December 31, 2018   Year Ended December 31, 2017
           
Related party transaction included within interest expense:          
Interest expenses on promissory notes issued to relatives of the Chairman and Chief Executive Officer of the Company   $ 299,125 $ 299,125
Interest expense on lines of credit payable to the Chairman and Chief Executive Officer of the Company and his spouse   $ 1,287,822 $ 1,202,250
           
Related party transactions including within selling, general and administration expenses :          
Consulting fees to the Chairman and Chief Executive Officer of the Company accrued on the line of credit available to the Company   $ 189,600 $ 189,600
Stock-based compensation related to stock options granted a Director of the Company   $ - $ 70,489

 

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.

 

  F- 18  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

8.       Commitments and contingencies

 

a)       Contingencies

 

The Company has had three judgments 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, totaling $1,113,768, of these promissory notes and related accrued interest have been fully recognized and recorded by the Company. The Company has accrued additional interest of $172,470 related to one of these promissory notes.

   

b)        Commitments

 

The Company has a consulting arrangement with Mr. Sidney Chan, Chief Executive Officer and Chairman of the Board of Directors of the Company. Under the terms of the contract, Mr. Chan will be paid $180,000 per annum for services as Chief Executive Officer. The contract can be terminated at any time with thirty days’ notice and the payment of two years annual salary. Should the contract be terminated, all debts owed to Mr. Chan and his spouse must be immediately repaid. The initial term of the contract is for one year and automatically renews for continuous one-year terms. Also, under the terms of the contract are the following:

 

i. Incentive revenue bonus

 

Mr. Chan will be entitled to a 1% net sales commission from the sales of any of the Company’s products at any time during his life, regardless if Mr. Chan is still under contract with the Company.

 

ii. Sale of business

 

If more than 50% of the Company’s stock or assets are sold, Mr. Chan 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.

 

  F- 19  

 

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

9.       Financial instruments

 

The Company’s financial instruments consist of cash, accounts payable, interest payable, promissory notes payable to unrelated parties, promissory notes payable to related parties and lines of credit from related parties.

 

a) Fair value

 

The fair values of cash and certain accounts payable 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 to related parties and promissory notes payable to unrelated parties can be separated into two classes of financial liabilities.

 

i. Interest-bearing promissory notes, lines of credit and related interest payable; and
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 one non-interest-bearing promissory note payable past due. 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.

  F- 20  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

9.       Financial instruments (continued)

 

b) 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.

 

c) 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)        Cash flow risk

 

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 incur 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)       Price risk

 

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 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 December 31, 2018.

 

At December 31, 2018, the effect on the net loss and comprehensive loss of a hypothetical change of 1% in market interest rate cannot be reasonably determined.

  F- 21  

 

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

9.       Financial instruments (continued)

 

c) Foreign currency risk

 

The Company incurs certain accounts payable and expenses in Canadian dollars and is exposed to fluctuations in changes in exchange rates between the US and Canadian dollars. As at December 31, 2018, the effect on net loss and comprehensive loss of a hypothetical change of 10% between the US and Canadian dollars would not be material. The Company has not entered into any foreign currency contracts to mitigate risk.

 

10.       Income taxes

 

The provision for income taxes differs from the result that would be obtained by applying the statutory tax rate of 21% (2017 - 34%) to income before income taxes. The difference results from the following items:

 

          
   

December 31,

2018

 

December 31,

2017

         
Computed expected benefit of income taxes $ (865,648) $ (966,289)
Stock-based compensation      332,082   68,037
Non-deductible interest expense   25,658   52,648
Impact of change in tax rate   5,163,267   -
Increase (decrease) in valuation allowance   (4,655,359)   845,604
         
Income tax provision $ - $ -

 

The components of the net deferred income tax asset, the statutory tax rate and the amount of the valuation allowance are as follows:

 

          
   

December 31,

2018

 

December 31,

2017

         
Net operating loss carried forward $ 42,136,043 $ 39,717,436
Tax rate   21%   34%
Deferred income tax assets   8,848,569   13,503,928
Valuation allowance   (8,848,569)   (13,503,928)
         
Net deferred income tax asset $ - $ -

 

 

  F- 22  

 

ALR TECHNOLOGIES INC.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

($ United States)

 

 

10.       Income taxes (continued)

 

The potential benefit of the deferred income tax asset has not been recognized in these financial statements since it cannot be assured that it is more likely than not that such benefit will be utilized in future years. The Company believes that the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred income tax assets such that a full valuation allowance has been recorded.

 

The operating losses amounting to $42,136,043 for utilization in the United States of America, the jurisdiction where they were incurred, will expire between 2019 and 2038 if they are not used. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry-forwards:

 

Fiscal Year   Amount Expiry Date
1999 $ 88,022 2019
2000   4,425,866 2020
2001   3,681,189 2021
2002   2,503,951 2022
2003   2,775,900 2023
2004   1,250,783 2024
2005   1,304,283 2025
2006   1,532,322 2026
2007   1,479,818 2027
2008   1,599,919 2028
2009   1,723,146 2029
2010   822,678 2030
2011   1,746,615 2031
2012   1,638,421 2032
2013   2,568,328 2033
2014   2,855,631 2034
2015   2,761,513 2035
2016   2,471,978 2036
2017   2,487,072 2037
2018   2,418,608 2038
Total $ 42,136,043   

 

 

11.       Subsequent events

 

a) On February 4, 2019, the Company granted a consultant the option to acquire of total of 2,500,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years.

 

b) On March 15, 2019, the Company granted the option to acquire 9,150,000 shares of common stock of the Company at a price of $0.035 per share. The option to acquire 2,500,000 shares of common stock was granted to one consultant and the option to acquire 6,650,000 shares of common stock was granted to one director.

  F- 23  

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to ALR Technologies Inc., and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective at these reasonable assurance levels.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the CEO and CFO, does not expect that the Company’s disclosure controls and internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

 

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

CEO and CFO Certifications

 

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

  - 52 -  

 

 

Management’s Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company’s management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, the management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework . Based on the management’s assessment, as of December 31, 2018, the Company’s internal control over financial reporting was not effective based on those criteria.

 

Based on this assessment, we found our internal control over financial reporting to be not effective for the following reason:

 

(1) insufficient written policies and procedures for reporting requirements and accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements

 

Management of the Company believes that the material weaknesses set forth in (1) did not affect the Company’s financial results. The Company retains a consultant who has the technical expertise and knowledge to implement the proper segregation of duties and the development of effective internal controls over financial reporting. The Company is developing internal controls over financial reporting to meet its current and projected future needs.

 

In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy that following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of the U.S. GAAP and SEC disclosure requirements.

 

  - 53 -  

 

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None

 

 

  - 54 -  

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 

As of the date of this Form 10K, the names, ages and positions held by each of the officers and directors of the Company are as follows:

 

Name Age Position Held
Sidney Chan 68

Chairman of the Board of Directors, Chief Executive Officer and

Chief Financial Officer

     
Kenneth James Robulak 70 A member of the Board of Directors
     
Dr. Alfonso Salas 58 A member of the Board of Directors
     
Ronald Cheng 68 A member of the Board of Directors
     
Peter Stafford 81 A member of the Board of Directors

 

All directors have a term of office expiring at the next annual general meeting of the Company, unless re-elected or earlier vacated in accordance with the By-laws of the Company. All officers have a term of office lasting until their removal or replacement by the Board of Directors.

 

Sidney Chan - Chairman of the Board of Directors, Chief Executive Officer

and Chief Financial Officer.

Director since December 1999, Chairman of the Board of Directors since July 2010, Chief Executive Officer & Principal Accounting Officer since April 2000.

 

Mr. Chan joined ALR Technologies Inc. in August 1997. He has assisted the Company’s financing, product development and corporate development. Mr. Chan has led the Company’s product development of the Diabetes Management Solution. Mr. Chan possesses in-depth knowledge of the equity markets and investment industry, as well as a strong fundamental background in the responsibilities of corporate development and operations. Mr. Chan is an engineer and obtained his Bachelor of Engineering (Mining) degree with distinction in Mineral Economics from McGill University in 1973.

 

Kenneth James Robulak - A member of the Board of Directors of the Company

Director since August 21, 2012

 

From December 14, 1999 to January 31, 2001, Mr. Robulak was a member of our Board of Directors and from April 4, 2000 to January 31, 2001 Mr. Robulak was our chief financial officer, secretary, treasurer and vice president. Mr. Robulak resigned as officer and director of the Company on January 31, 2001. At the time of his resignation, Mr. Robulak did not have any disagreements with us relating to our operations, policies, or practices. Since July 2007, Mr. Robulak has worked as a marketing consultant to Teco Metal Products, LLC, a technology-based manufacturing Company with operations in Dallas, Texas and Guadalajara, Mexico. Mr. Robulak earned a Bachelor of Commerce degree in finance and marketing and is a Fellow of the Institute of Canadian Bankers.

 

  - 55 -  

 

 

Dr. Alfonso Salas - A member of the Board of Directors of the Company

Director since August 21, 2012

 

Dr. Salas graduated with distinction from Universidad Metroplitana of Barranquilla, Colombia in 1983 with a Doctor of Medicine degree. He began practicing in Santa Marta, Columbia in rural medical facilities and the opened a private practice in 1984. He then worked as a physician with a number of shipping companies and became Medical Director in the office of the Ministry of Social Security and Labor of Columbia in 1991 doing medical assessments for work related accidents. In 1993 Dr. Salas was appointed Director of a Medical Service Plan of Columbia and with a support staff of more than thirty people, maintained a caseload, provided assessment procedures and referral services to hospitals, clinics, and specialists and organized and monitored clinical trials and clinical research in the pharmaceutical and medical field. Since 1995 Dr. Salas has operated his own business in Vancouver, British Columbia, providing medical based consulting services for corporations with a focus on budgeting, research and medical services.

 

Peter Stafford - A member of the Board of Directors of the Company

Director since August 1, 2014

 

Mr. Stafford is a retired lawyer and business consultant, having practiced with Fasken Martineau DuMoulin LLP, a premier Canadian based international law firm, and its predecessor firms, from 1966 to 2013, except for several years spent as in-house counsel for clients of the firm. Mr. Stafford's experience is in the areas of corporate and securities law, including mergers and acquisitions. Mr. Stafford joined one of the predecessor firms of Fasken Martineau in 1966 and was a senior partner and former chair of the Business Law department of the Firm’s Vancouver office. From 1985 to 1986, Mr. Stafford was Vice-President, General Counsel and Secretary of the Bank of British Columbia and from 1987 to 1989 he was Vice-President and Chief Counsel to Kaiser Resources Ltd., a finance and investment company. From 1989 until his retirement from full-time practice in 2006, Mr. Stafford served as senior partner in Faskin Martineau DuMoulin LLP, including leading the start of its Johannesburg, South Africa office in 2003. Since August 2013, Mr. Stafford has served as director, secretary and audit committee chair of Russell Breweries Inc. (TSX-V: RB). He was a director and subsequently secretary of WEX Pharmaceuticals Inc. (TSX listed) from September 2001 to its amalgamation in May 2011, a director and board chair of BC Bancorp (TSX listed) from October 1986 until its merger with Canadian Western Bank in November 1996, a director of Nissho Iwai (Canada) Ltd. a subsidiary of Nissho Iwai Corp. (now Sojitz Corp.) from June 1997 until October 2003 and a director of China One Corporation (TSX-V listed) from March 2007 until it was acquired in December 2008 . Mr Stafford also served as Director of two private companies, Pikes Peak Resources Inc. from 2007 to 2012 and Paraguay Minerals Inc., from 2007 to date. Mr. Stafford obtained his Bachelor of Arts from the University of Cape Town in 1957 and obtained an LL. B from the University of South Africa in 1960.

 

Ronald Cheng – A member of the Board of Directors of the Company

Director since January 30, 2015

 

Ronald Cheng is a lawyer retired from Osler, Hoskin and Harcourt LLP, a major Canadian based international law firm, where he practiced as a partner from 1980 until his retirement in March 2014. He regularly appeared as counsel before the Canadian International Trade Tribunal, Canadian federal courts and on NAFTA and WTO matters and advised on NAFTA and other trade agreements. He represented and provided strategic advice to corporations including startups, trade associations and governments in anti-dumping, countervail and safeguard litigation, customs matters, commodity tax and government procurement disputes, as well import and export monitoring and controls. Mr. Cheng was listed in the Lexpert® Guides to Leading US/Canada Cross-border Litigation Lawyers and with highest listings in other leading legal directories such as Chambers, Martindale-HubbellÒ and Best LawyersÒ. Mr. Cheng received his Bachelor of Arts from Amherst College in 1972 and a Juris Doctor degree from the University of Toronto in 1974. Mr. Cheng is an active member of the Canadian Bar Association, American Bar Association, International Bar Association and Inter Pacific Bar Association.

  - 56 -  

 

Involvement in Certain Legal Proceedings

 

During the past ten years, Messrs. Chan, Robulak, Salas, Stafford and Cheng have not been the subject of the following events: 

 

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

 

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii) Engaging in any type of business practice; or

 

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

 

5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 

  - 57 -  

 

Involvement in Certain Legal Proceedings (continued)

 

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i) Any Federal or State securities or commodities law or regulation; or

 

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

 

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Compliance with Section 16(a) of the Exchange Act.

 

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company during the fiscal year 2018, all officers, directors and affiliates have filed their Forms 3, 4 and 5, on a timely basis.

 

Audit Committee and Charter

 

The Company has an audit committee and audit committee charter. The Company’s audit committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as Chief Executive Officer is not independent. Mr. Robulak acts as the Chair of the Audit Committee. The Company’s audit committee is responsible for: (1) selection and oversight of its independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by company employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

 

Audit Committee Financial Expert

 

The board has determined that Messrs. Chan and Robulak and Dr. Salas qualify as audit committee financial experts.

 

  - 58 -  

 

Nomination and Compensation Committees

 

The Company’s nomination committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak acts as the Chair of the nomination committee. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as Chief Executive Officer is not independent.

 

The Company’s compensation committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak acts as the Chair of the compensation committee. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as Chief Executive Officer is not independent.

 

Code of Ethics

 

The Company has adopted a corporate code of ethics. The Company believes its code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

 

Disclosure Committee

 

The Company has a disclosure committee and disclosure committee charter. The Company’s disclosure committee is comprised of all of its officers and directors. The purpose of the committee is to provide assistance to the Principal Executive Officer and the Principal Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about the Company and the accuracy, completeness and timeliness of the Company’s financial reports.

 

 

  - 59 -  

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The following table sets forth information with respect to compensation paid by the Company to officers and directors during the three most recent fiscal years.

 

Summary Compensation Table

             Non-Equity Non-qualified    
        Stock Option  Incentive Deferred All  
Name and   Salary Bonus Awards Awards Plan Earnings Other Total
Principal Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Sidney Chan [1] [2] 2018 180,000 0 0 0 0 0 9,600 189,600
Chief Executive Officer 2017 180,000 0 0 0 0 0 9,600 189,600
& Chief Financial 2016 180,000 0 0 0 0 0 9,600 189,600
Officer                  
                   
William Smith [3] 2018 0 0 0 0 0 0 0 0
Former President 2017 0 0 0 0 0 0 0 0
  2016 15,000 0 0 0 0 0 500 15,500

 

[1] All other compensation includes automobile allowance.
   
[2] Salaries and other annual compensation for fiscal 2018, 2017 and 2016 totaling $189,600 for each year are paid as an increase in the line of credit payable by the Company to Mr. Chan. Options granted and vested to Sidney Chan for providing a line of credit are not included in the table above.
   
[3] Resigned as President and member of the Board of Directors effective January 31, 2016 . Other compensation is an office and administrative allowance.

 

  - 60 -  

 

Outstanding Equity Awards at December 31, 2018

 

             

Equity Incentive

Plan Awards:

Number of

Unearned Shares,

Units that

have not vested

 

Number of

Securities

Underlying

Unexercised

Options

Exercisable

 

Equity Incentive

Plan Awards:

Securities

Underlying

Unexercised

Unearned

Options

     
 

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

     
 

Option

Exercise

Price

Option

Expiration

Date

Number of

Shares

Or Units of Stock

that have not

Vested

 
 
 
Name
(a) (b) (c) (d) (e) (f) (g) (h)
Sidney Chan 1 4,250,001,500 0 0 $0.002 2020/21 0 0
Dr. Alfonso Salas - 0 0 - - 0 0
Kenneth Robulak 3,350,000 0 0 $0.015 2019/22 0 0
Ronald Cheng 500,000 0 0 $0.015 2019 0 0
Peter Stafford 500,000 0 0 $0.015 2019 0 0

 

 1 Does not include securities held by Mr. Chan’s spouse.

Sidney Chan

On March 6, 2011, Mr. Chan was granted the option to acquire 20,000,000 shares of common stock of the Company, exercisable at $0.125 per share. For each dollar, the Company borrows on the line of credit from Mr. Chan, eight stock options became exercisable. The option to acquire the 20,000,000 shares was set to expire on March 5, 2016.

 

On June 27, 2012, the option granted to Mr. Chan on March 6, 2011 to acquire 20,000,000 shares of common stock was modified as follows:

- The options in respect of shares not vested was to vest immediately
- The exercise price of the option was reduced from $0.125 per share to $0.07 per share and subsequently reduced to $0.05 per share on December 28, 2012

 

On June 27, 2012, the Company granted Mr. Chan the option to acquire 15,750,000 shares of common stock of the Company with an exercise price of $0.07 per share until March 6, 2016. On December 28, 2012, the exercise price of this option granted on June 27, 2012 was reduced to $0.05 per share.

 

On December 28, 2012, the Company granted Mr. Chan the option to acquire:

  • 14,250,000 shares of common stock of the Company at an exercise price of $0.05 per share
  • 50,000,000 shares of common stock of the Company at an exercise price of $0.03 per share

The options in respect of the 64,250,000 shares vest immediately and were set to expire on December 28, 2017

 

On April 1, 2014, the Company and Mr. Chan agreed to increase the borrowing limit on the line of credit available by $1,500,000 in exchange for:

  • granting Mr. Chan the option to acquire 83,333,400 shares of common stock of the Company at a price of $0.03 per share for a term of five years;
  • modifying the exercise price of Mr. Chan’s option to acquire 35,750,000 shares of common stock of the Company, granted June 2012, from $0.05 per share to $0.03 per share;
  • modifying the exercise price of Mr. Chan’s option to acquire 14,250,000 shares of common stock of the Company, granted December 2012, from $0.05 per share to $0.03 per share;
  • modifying the exercise price of the option granted January 2011 to the spouse of Mr. Chan (Ms. Kan), to acquire 20,000,000 shares of common stock of the Company from $0.05 per share to $0.03 per share; and
  • granting Ms. Kan the option to acquire 26,666,700 shares of common stock of the Company at an exercise price of $0.03 per share for a term of five years.

  - 61 -  

 

Outstanding Equity Awards at December 31, 2018 (continued)

 

On May 29, 2015, the Company and Mr. Chan agreed to amend the existing credit agreement to increase the borrowing limit on the line of credit provided to the Company from $5,500,000 to $7,000,000. In exchange for Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company:

· reduced the exercise price of the 230,000,100 shares of common stock under option to Mr. Chan and his spouse from $0.03 to $0.015;
· extended the expiry date of the 230,000,100 shares of common stock under option to Mr. Chan to be five years from the date of execution of the amended credit agreement; and
· granted Mr. Chan the right and option to purchase, an additional 329,999,967 shares of common stock at a price of $0.015 per share for a term of five years from the date of execution of the amended credit agreement.

 

On July 1, 2016, the Company and Mr. Chan agreed to amend the existing credit agreement to increase the borrowing limit on the line of credit provided to the Company from $7,000,000 to $8,500,000. In exchange for Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company:

· reduced the exercise price of the 560,000,200 shares of common stock under option to Mr. Chan and his spouse from $0.015 to $0.002; and
· granted Mr. Chan and his spouse the right and option to purchase, an additional 4,390,001,300 shares of common stock at a price of $0.002 per share for a term of five years.

 

Dr. Alfonso Salas

Dr. Salas was granted an option to acquire 250,000 shares of common stock at an exercise price of $0.07 per share, for five years which expire on August 21, 2017. On December 28, 2017, the exercise price was re-priced from $0.07 to $0.05 per share. On April 1, 2014, the exercise price of the option to acquire 250,000 shares of common stock was reduced from $0.05 to $0.03 per share. On July 25, 2014, the Company granted Dr. Salas the option to acquire 1,000,000 shares of common stock at a price of $0.03 for a term of five years. On August 15, 2014, the option to acquire 1,250,000 shares was exercised.

 

Peter Stafford

On August 1, 2014, the Company granted Mr. Stafford the option to acquire 500,000 shares of common stock at a price of $0.03 for a term of five years. On July 2, 2015, the exercise price of the option to acquire 500,000 shares of common stock of the Company was reduced from $0.03 per share to $0.015 per share.

 

Kenneth Robulak

On July 25, 2014, the Company granted Mr. Robulak the option to acquire 1,000,000 shares of common stock at a price of $0.03 for a term of five years. On July 2, 2015, the exercise price of the option to acquire 1,000,000 shares of common stock was reduced from $0.03 per share to $0.015 per share. On November 27, 2017, the Company granted Mr. Robulak the option to acquire 2,350,000 shares of common stock at a price of $0.015 for a term of five years.

 

Ronald Cheng

On August 1, 2014, the Company granted Mr. Cheng the option to acquire 500,000 shares of common stock at a price of $0.03 for a term of five years. On July 2, 2015 , the exercise price of the option to acquire 500,000 shares of common stock of the Company was reduced from $0.03 per share to $0.015 per share.

 

  - 62 -  

 

Option Exercises and Stock Vested for the year ended December 31, 2018

  Number of   Number of Value
  Shares Acquired Value Realized Shares Acquired Realized on
  On Exercise On Exercise On Vesting Vesting
Name (#) ($) (#) ($)
(a) (b) (c) (d) (e)
Sidney Chan 0 0 0 0
William Smith 0 0 0 0
Peter Stafford 0 0 0 0
Alfonso Salas 0 0 0 0
Ronald Cheng 0 0 0 0
Kenneth Robulak 0 0 0 0

 

The Company does not have any long-term incentive plans except as disclosed below. The Company has contractual compensation arrangements with the following individuals:

 

Sidney Chan

The Company has a consulting arrangement with Mr. Sidney Chan, Chief Executive Officer and Chairman of the Board of Directors of the Company. Under the terms of the contract, Mr. Chan will be paid $180,000 per annum for services, receive a vehicle allowance of $800 per month, receive health care insurance and receive club allowances. The contract can be terminated at any time with thirty days’ notice and the payment of two years annual salary. Should the contract be terminated, all debts owed to Mr. Chan and his spouse must be immediately repaid. The initial term of the contract is for one year and automatically renews for continuous one-year terms. Also, under the terms of the contract are the following:

 

i. Incentive revenue bonus

 

Mr. Chan will be entitled to a 1% net sales commission from the sales of any of the Company’s products at any time during his life, regardless if Mr. Chan is still under contract with the Company.

 

ii. Sale of business

 

If more than 50% of the Company’s stock or assets are sold, Mr. Chan 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.

 

  - 63 -  

 

 

Compensation of Directors

 

The Board of Directors consists of five members, Mr. Sidney Chan, Mr. Kenneth James Robulak, Dr. Alfonso Salas, Mr. Peter Stafford and Mr. Ronald Cheng. Mr. Robulak, Dr. Salas, Mr. Cheng and Mr. Stafford are independent directors.

 

The Company’s Board of Directors unanimously resolved that members receive no cash compensation for their services; however, they are reimbursed for travel expenses incurred in serving on the Board of Directors. Independent directors are compensated from time to time through the grant of options to purchase shares of common stock of the Company. Directors whom are also Officers or consultants of the Company are compensated for those positions as disclosed under Executive Compensation for those positions.

 

No additional amounts are payable to the members of the Company’s Board of Directors for committee participation or special assignments.

 

  Fees       Nonqualified    
  Earned or     Non-Equity Deferred    
  Paid in Stock Option Incentive Plan Compensation All Other  
  Cash Awards Awards Compensation Earnings Compensation Total
Name (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h)
Sidney Chan 0 0 0 0 0 0 0
Kenneth Robulak 0 0 0 0 0 0 0
Peter Stafford 0 0 0 0 0 0 0
Dr. Alfonso Salas 0 0 0 0 0 0 0
Ronald Cheng 0 0 0 0 0 0 0
William Smith 0 0 0 0 0 0 0

 

  - 64 -  

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets out information as at the end of the Company’s financial year ended December 31, 2018 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

 

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column)
Equity compensation plans approved by security holders 0 0 0
Equity compensation plans not approved by security holders 4,963,851,500 $0.002 4,793,370,591
Total: 4,963,851,500 $0.002 4,793,370,591

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth, as of December 31, 2018, the beneficial shareholdings of persons or entities holding five percent or more of the Company’s common stock, each director individually, each named executive officer and all directors and officers of the Company as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial.

 

  Direct Amount of     Percent
Name of Beneficial Owner Beneficial Owner   Position of Class
Sidney Chan    5,068,498,982[1]   Chief Executive Officer, Chief Financial Officer, Member and Chairman of the Board of Directors

97.4%

 

         
Dr. Alfonso Salas        1,577,738[2]   Member of the Board of Directors 0.0%
         
Kenneth Robulak        4,540,000[3]   Member of the Board of Directors 0.1%
         
Peter Stafford        1,000,000[4]   Member of the Board of Directors 0.0%
         
Ronald Cheng            1,705,800[5]   Member of the Board of Directors 0.0%
         
All Officers and Directors        
as a group (5 people) * 5,077,322,520     97.5%

 

  - 65 -  

 

Security Ownership of Certain Beneficial Owners (continued)

 

[1] Mr. Chan owns 14,845,000 shares of common stock and holds the following options to acquire shares of common stock at an exercise price of $0.002 per share:
· 466,666,800 until May 29, 2020
· 3,783,334,200 until June 21, 2021

 

Mr. Chan’s spouse owns 103,653,482 shares of common stock and holds the following options to acquire shares of common stock at an exercise price of $0.03 per share:

· 93,333,400 until May 29, 2020
· 606,667,100 until June 21, 2021

 

[2] Dr. Salas owns 1,577,738 shares of common stock.

 

[3] Mr. Robulak owns 1,190,000 shares of common stock. Mr. Robulak holds the option to acquire shares of common stock at an exercise price of $0.015 per share as follows:
· 1,000,000 until July 25, 2019 and
· 2,350,000 until November 27, 2022.

 

On March 15, 2019, Mr. Robulak was granted the option to acquire 6,650,000 shares of common stock at a price of $0.035 per share for a term of five years.

 

[4] Mr. Stafford owns 500,000 shares of common stock. Mr. Stafford holds the option to acquire 500,000 shares of common stock at a price of $0.015 per share until August 1, 2019.

 

[5] Mr. Cheng owns 1,205,800 shares of common stock. Mr. Cheng holds the option to acquire 500,000 shares of common stock at a price of $0.015 per share until August 1, 2019.

 

Changes in Control

 

Mr. Chan and his wife hold the options to acquire 4,950,001,500 shares of common stock, all of which are exercisable. If the options were to be exercised by Mr. Chan and his wife, they would own over 50% of the common shares of the Company.

 

  - 66 -  

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

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 and agreed upon by the transaction parties.

 

Year Ended December 31, 2018

 

During the 2018 fiscal year, the Company incurred interest expense of $299,125 on $2,891,966 of promissory notes due to relatives of Sidney Chan and interest expense of $1,287,822 on $11,024,235 of amounts outstanding on the lines of credit payable to Sidney Chan and Christine Kan. As at December 31, 2018, the accrued interest on promissory notes owed to relatives of Sidney Chan was $2,554,654. As at December 31, 2018, the accrued interest on the lines of credit was $6,237,416.

 

Year Ended December 31, 2017

 

During the 2017 fiscal year, the Company incurred interest expense of $299,125 on $2,891,966 of promissory notes due to relatives of Sidney Chan and interest expense of $1,202,250 on $10,398,249 of amounts outstanding on the lines of credit payable to Sidney Chan and Christine Kan. As at December 31, 2017, the accrued interest on promissory notes owed to relatives of Sidney Chan was $2,255,529. As at December 31, 2017, the accrued interest on the lines of credit was $4,949,594.

 

Director Independence

 

The following directors are considered independent pursuant to § 229.407 (Item 407) Corporate governance and sit on the following board committees where indicated:

 

Kenneth Robulak, Audit Committee Chair, Nomination Committee Chair, Compensation Committee Chair

Alfonso Salas, Audit Committee, Nomination Committee, Compensation Committee

Peter Stafford (no committee appointment)

Ronald Cheng (no committee appointment)

 

Sidney Chan is not considered independent pursuant to § 229.407 (Item 407) Corporate governance and sits on the Audit Committee, Nomination Committee and Compensation Committee.

 

  - 67 -  

 

IT EM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

(1)       Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the Company’s audit of annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 

2018 $ 20,000 Dale Matheson Carr-Hilton LaBonte LLP
2017 $ 20,000 Dale Matheson Carr-Hilton LaBonte LLP

 

(2)       Audit-Related Fees

 

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in the preceding paragraph:

 

2018 $ 12,000 Dale Matheson Carr-Hilton LaBonte LLP
2017 $ 12,000 Dale Matheson Carr-Hilton LaBonte LLP

 

(3)       Tax Fees

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

 

2018 $  2,000 Dale Matheson Carr-Hilton LaBonte LLP
2017 $  2,000 Dale Matheson Carr-Hilton LaBonte LLP

 

(4)       All Other Fees

 

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

 

2018 $       0 Dale Matheson Carr-Hilton LaBonte LLP
2017 $       0 Dale Matheson Carr-Hilton LaBonte LLP

 

(5)        The Company’s audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

 

(6)        The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

 

  - 68 -  

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

    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  
           
3.6 Amendment to Bylaws, dated October 13, 2011 8-K 10/13/11 3.6  
           
3.7 Amendment to Bylaws, dated April 10, 2012 8-K 4/16/12 3.7 X
           
10.1 Consulting Agreement with Endocrine Research Society Inc. 10KSB 10/01/13 10.1 X
14.1 Code of Ethics. 10-KSB 4/14/03 14.1  
           
31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 of the Principal Executive Officer and Principal Financial Officer       X
           
32.1 Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer       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  
99.19 Audit Committee Charter. 10-KSB 3/31/14 99.1 X
99.20 Disclosure Committee Charter. 10-KSB 4/14/03 99.2  
99.30 Nomination Committee Charter 10-KSB 8/15/13 99.3  
99.40 Compensation Committee Charter 10-KSB 8/15/13 99.4  
             

  - 69 -  

 

 

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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

  ALR TECHNOLOGIES, INC.
  (Registrant)
     
DATE: March 29, 2019 BY: “Sidney Chan”
    Sidney Chan
    Chairman, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

S ignatures Title Date
     
     
     
“Sidney Chan” Chairman, Principal Executive Officer, Principal March 29, 2019
Mr. Sidney Chan Financial Officer, Principal Accounting Officer and  
  a member of the Board of Directors  
     
     
“Peter Stafford” Member of the Board of Directors March 29, 2019
Mr. Peter Stafford     
     
     
“Kenneth J. Robulak” Member of the Board of Directors March 29, 2019
Mr. Kenneth J. Robulak     
     
     
“Alfonso Salas” Member of the Board of Directors March 29, 2019
Dr. Alfonso Salas     
     
     
“Ronald Cheng” Member of the Board of Directors March 29, 2019
Mr. Ronald Cheng    

 

 

  - 70 -  

 

 

Alr Technologies, Inc. (PC) (USOTC:ALRT)
Historical Stock Chart

1 Year : From Sep 2018 to Sep 2019

Click Here for more Alr Technologies, Inc. (PC) Charts.

Alr Technologies, Inc. (PC) (USOTC:ALRT)
Intraday Stock Chart

Today : Sunday 22 September 2019

Click Here for more Alr Technologies, Inc. (PC) Charts.