ALR TECHNOLOGIES INC. - Quarter Report: 2011 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
3350 Riverwood Parkway, Suite 1900
Atlanta, Georgia 30339
(Address of principal executive offices, including zip code.)
(678) 881-0002
(Telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 213,977,909 as of August 10, 2011.
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Index
PART I. FINANCIAL INFORMATION
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Item 1.
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Financial Statements.
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Condensed Consolidated Balance Sheets
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3
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Condensed Consolidated Statements of Operations
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4
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Condensed Consolidated Statements of Cash Flows
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5
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Notes to Condensed Consolidated Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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22
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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31
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Item 4.
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Controls and Procedures.
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31
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PART II. OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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31
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Item 1A.
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Risk Factors.
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32
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Item 3.
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Defaults Upon Senior Securities.
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32
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Item 5.
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Other Information.
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32
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Item 6.
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Exhibits.
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33
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Signatures
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34
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Exhibit Index
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35
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-2-
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Condensed Consolidated Balance Sheets
($ United States)
June 30
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December 31
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||||
2011
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2010
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||||
(Unaudited)
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|||||
ASSETS
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|||||
CURRENT ASSETS:
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|||||
Cash
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$
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4,943
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$
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1,829
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Prepaid expenses
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304,287
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-
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|||
Total Assets
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$
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309,230
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$
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1,829
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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|||||
CURRENT LIABILITIES:
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|||||
Accounts payable and accrued liabilities
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$
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796,488
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$
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801,923
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Payroll payable
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8,840
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8,940
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|||
Interest payable
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1,679,077
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1,426,294
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|||
Advances payable
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169,786
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213,678
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|||
Lines of credit
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1,945,839
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889,170
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|||
Promissory notes payable
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5,286,319
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5,275,333
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Total Liabilities
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$
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9,886,349
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$
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8,615,338
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STOCKHOLDERS’ EQUITY:
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|||||
Capital stock
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|||||
Authorized: 350,000,000 shares of common stock with a par value
of $0.001 per share
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|||||
Issued: 213,977,909 and 213,527,909 shares of common stock issued
and outstanding, respectively
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213,977
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213,527
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|||
Additional paid-in capital
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25,792,028
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23,428,360
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Accumulated deficit
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(35,583,124)
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(32,255,396)
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Total Stockholders’ Equity (Deficit)
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(9,577,119)
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(8,613,509)
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Total Liabilities and Stockholders’ Equity (deficit)
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$
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309,230
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$
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1,829
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See accompanying notes to the condensed consolidated financial statements.
-3-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Condensed Consolidated Statements of Operations
($ United States)
(Unaudited)
October 21, 1998
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||||||||||
Three months Ended
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Six months Ended
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(Inception)
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||||||||
June 30
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June 30
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to June 30,
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2011
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2010
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2011
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2010
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2011
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Revenue
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Sales
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$
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-
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$
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-
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$
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-
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$
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-
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$
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2,994,931
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Cost of sales
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-
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-
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-
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-
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3,325,639
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|||||
Gross Margin
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-
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-
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-
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-
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(330,708)
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Operating Expenses
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||||||||||
Depreciation
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-
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-
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-
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309
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52,694
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Market development
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208,334
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-
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211,714
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-
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211,714
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|||||
General and administration
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353,561
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100,675
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469,887
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167,342
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11,675,683
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Product development
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84,196
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51,500
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143,896
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98,000
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3,229,153
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|||||
Professional fees
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19,108
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38,054
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101,518
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57,074
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1,842,326
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Rent
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-
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-
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-
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-
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495,696
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Total Operating Expenses
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665,199
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190,229
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927,015
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322,725
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17,507,266
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Operating Loss
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(665,199)
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(190,229)
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(927,015)
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(322,725)
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(17,837,974)
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Other Expenses
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||||||||||
Interest
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696,759
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181,533
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2,400,713
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766,179
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17,399,242
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Loss on write-off equipment
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-
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4,066
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-
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4,066
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36,623
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|||||
Other items
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309,286
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Total Other Expenses
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696,759
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185,599
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2,400,713
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770,245
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17,745,151
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Net Loss
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$
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(1,361,958)
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$
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(375,828)
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$
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(3,327,728)
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$
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(1,092,970)
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$
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(35,583,125)
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Net loss per share, basic and diluted
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$
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(0.01)
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$
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-
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$
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(0.02)
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$
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(0.01)
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Weighted average shares outstanding,
- basic and diluted
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213,977,909
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211,527,909
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213,670,923
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211,527,909
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See accompanying notes to the condensed consolidated financial statements.
-4-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Condensed Consolidated Statements of Cash Flows
($ United States)
(Unaudited)
October 21, 1998
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Six months Ended
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(Inception)
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|||||
June 30
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to June 30,
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2011
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2010
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2011
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OPERATING ACIVITIES
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Net loss
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$
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(3,327,728)
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$
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(1,092,970)
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$
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(35,583,125)
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Depreciation
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-
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309
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52,694
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Disposal of equipment
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-
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4,066
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36,623
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Stock-based compensation-development costs
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-
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-
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528,618
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Stock-based compensation-interest expenses
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1,973,467
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409,512
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7,518,351
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Stock-based compensation-general and administration
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209,888
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-
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3,202,827
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Other non-cash items included in net loss
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46,151
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-
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338,985
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Non-cash imputed interest expenses
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91,828
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95,141
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2,910,395
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Equity instruments issued to settle liabilities
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-
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-
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1,871,718
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Changes in operating assets and liabilities:
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Decrease in receivables
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-
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-
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8,727
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Increase in prepaid expenses
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(304,287)
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(5,647)
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(304,287)
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Increase (decrease) in accounts payable and accrued liabilities
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(5,535)
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(20,461)
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1,309,082
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Increase (decrease) in advances payable
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(1,108)
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87,824
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3,216,244
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Increase in interest payable
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252,783
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259,269
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3,525,258
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Net cash used in operating activities
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(1,064,541)
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(262,957)
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(11,367,890)
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INVESTING ACTIVITIES
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Purchase of equipment
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-
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-
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(43,078)
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Net cash used in investing activities
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-
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-
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(43,078)
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FINANCING ACTIVITIES
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Other financing activities
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-
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-
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(115,472)
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Expenditures to repurchase shares
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-
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-
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(342,038)
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Proceeds from issuance of shares
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-
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-
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1,512,403
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Repayment of promissory notes payable
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-
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-
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(970,879)
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Proceeds from borrowings on line of credit and bank loans
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1,067,655
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262,753
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1,953,057
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Proceeds from issuance of promissory notes payable
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-
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-
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9,378,840
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Net cash provided by financing activities
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1,067,655
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262,753
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11,415,911
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Net increase (decrease) in cash
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3,114
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(204)
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4,943
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|||
Cash, beginning of period
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1,829
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658
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-
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Cash, end of period
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$
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4,943
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$
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454
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$
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4,943
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Supplemental information:
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Shares issued to settle liabilities
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-
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-
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6,807,473
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Cash paid for interest expenses
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-
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2,297
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1,223,335
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See accompanying notes to the condensed consolidated financial statements.
-5-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
1. Basis of Presentation, Nature of Operations and Going Concern
ALR Technologies Inc. (the “Company”) was incorporated under the laws of the state of Nevada on March 24, 1987 as Mo Betta Corp. On October 21, 1998 the Company acquired a subsidiary, which was subsequently disposed of, through a reverse take-over acquisition. On December 28, 1998, the Company changed its name to ALR Technologies Inc. The Company has developed a line of medication compliance reminder devices and compliance monitoring systems that will assist people with taking their medications and treatments on time and allow for health care professionals to remotely monitor and intervene as necessary if a person is noncompliant. The Company is currently assessing the marketplace for its product to determine its commercial feasibility.
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future.
Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the six month periods ended June 30, 2011 and 2010 of $3,327,728 and $1,092,970, respectively. In addition, losses incurred for the years ended December 31, 2010 and 2009 were $2,075,128 and $2,200,301, respectively. As of June 30, 2011, the Company is currently unable to self-finance its operations, has a working capital deficit of $9,577,119 ($8,613,509 at December 31, 2010), an accumulated stockholders’ deficit of $35,583,124 ($32,255,396 at December 31, 2010), limited resources, no source of operating cash flow, and no assurance that sufficient funding will be available to conduct further product development activities or operations. Once product development activities are completed, there is no assurance the Company’s current projects will be commercially viable or profitable. The Company has debts comprised of accounts payable, payroll payable, advances, interest and promissory notes payable totalling $9,886,349 currently due or considered delinquent. There is no assurance that the Company will not face legal action from creditors regarding delinquent accounts payable, payroll payable, advances, promissory notes and interest payable. Any one or a combination of these above conditions could result in the failure of the business and cause the Company to cease operations.
The Company’s ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s product line and ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. Management has obtained short-term financing through lines of credit facility with available borrowing up to $4.5 million (As of June 30, 2011 the total balance outstanding was $1,945,839). The resolution of whether the Company is able to continue as a going concern is dependent upon the realization of management’s plans. If additional financing is required, the Company plans to raise needed capital through the exercise of share options and by future common share private placements. There can be no assurance that the Company will be able to raise any additional debt or equity capital from the sources described above, or that the lender in the line of credit arrangement will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term financing or achieving long-term profitable operations, the Company will be required to cease operations.
-6-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
1. Basis of Presentation, Nature of Operations and Going Concern (continued)
All of the Company’s debt is either due on demand or is in default and is now due on demand, while continuing to accrue interest at its stated rate. The Company will seek to obtain creditors’ consents to delay repayment of the outstanding promissory notes payable and related interest thereto, until it is able to replace this financing with funds generated by operations, recapitalization with replacement debt or from equity financings through private placements. While the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. In the past, creditors have successfully commenced legal action against the Company to recover debts outstanding. In those instances, the Company was able to obtain financing from related parties to cover the verdict or settlement; however, there is no assurance that the Company would be able to obtain the same financing in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.
The Company’s activities will necessitate significant uses of working capital beyond 2011. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued product development and distribution efforts. The Company plans to continue financing its operations with the line of credit it has available.
While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
2. Significant Accounting Policies
The condensed consolidated balance sheet as of December 31, 2010, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of June 30, 2011 and 2010, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments.
These condensed consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the U.S. Securities and Exchange Commission.
The results of operations for the six month period ended June 30, 2011, are not necessarily indicative of the results to be expected for the full year.
-7-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
2. Significant Accounting Policies (continued)
a)
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Development stage company
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Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, developing operating assets and raising capital. Accordingly, the Company is considered to be in the development stage as defined in ASC 915 Development Stage Entities. While the Company generated revenues from its previous generation of products, the Company has not generated any revenues from its current principal operations, and there is no assurance of future revenues.
b)
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Principles of consolidation
|
These condensed consolidated financial statements include the accounts of the Company and its integrated wholly-owned subsidiary, ALRTech Health Systems Inc. (incorporated in British Columbia, Canada on April 15, 2008). All significant inter-company balances and transactions have been eliminated.
c)
|
Stock-based compensation
|
The Company follows the fair value method of accounting for stock-based compensation. The Company estimates the fair value of share-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s condensed consolidated financial statements. The Company estimates the fair value of the stock options using the Black-Scholes valuation model. The Black-Scholes valuation model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.
d)
|
Loss per share
|
Basic loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the three and six month periods ended June 30, 2011 and 2010. Diluted loss per share is calculated by dividing the net loss by the sum of the weighted average number of shares outstanding and the dilutive equivalent shares outstanding during the period. Equivalent shares consist of the shares issuable upon exercise of stock options and warrants calculated using the treasury stock method. Common equivalent shares are not included in the calculation of the weighted average number of shares outstanding for diluted loss per common shares when the effect would be anti-dilutive.
e)
|
Use of estimates
|
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring management estimates include the determination of the fair value of common shares issued as settlement of promissory notes payable, interest payable, advances payable and accounts payable; the determination of accrued liabilities, the fair value of promissory notes payable and interest payable; and assumptions used in the determination of fair value of stock options granted. Management believes the estimates are reasonable; however, actual results could differ from those estimates.
-8-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
f)
|
Fair value
|
The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:
·
|
Level 1: Observable inputs such as quoted prices in active markets;
|
·
|
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
·
|
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
g)
|
Recent accounting pronouncements
|
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3. Interest, Advances and Promissory Notes Payable
On September 4, 2009, the Company received a Notice of Credit to Judgment from the Superior Court of the State of North Carolina, whereby the Company was ordered to pay two creditors holding promissory notes payable (the “plaintiffs”) an aggregate amount of $1,988,000 for principal, interest and legal fees incurred. Subsequent to the verdict, the Company, two directors, a relative of a director (the “Purchaser”) and the plaintiffs entered into a settlement agreement (the “Settlement Agreement”) whereby a relative of a director acquired $1,313,000 of debts from the plaintiffs in a private transaction. The remaining $675,000 due to the plaintiffs was exchanged for common shares of the Company as part of a separate debt for shares settlement (note 6). As part of the Settlement Agreement, a second director, not related to the Purchaser, assigned unsecured advances payable of the Company with no stated terms of interest, totalling $425,000, to the plaintiffs. As part of the Settlement Agreement, the Company agreed to the following repayment terms:
- $300,000 repayable at a rate of $25,000 per month (note 6); and
- $125,000 repayable in whole by January 15, 2011 (unpaid)
-9-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
3. Interest, Advances and Promissory Notes Payable (continued)
a) Interest payable
A summary of the interest payable activity is as follows:
Balance, December 31, 2009
|
967,921
|
|||
Interest incurred on promissory notes payable
|
464,231
|
|||
Repayment of interest payable through line of credit
|
(5,858)
|
|||
Balance, December 31, 2010
|
$
|
1,426,294
|
||
Interest incurred on promissory notes payable
|
252,783
|
|||
Repayment of interest payable through line of credit
|
-
|
|||
Balance, June 30, 2011
|
$
|
1,679,077
|
Interest payable is to the following:
June 30
|
December 31
|
||||
2011
|
2010
|
||||
Relatives of directors
|
$
|
1,028,390
|
$
|
867,555
|
|
Directors
|
1,168
|
1,168
|
|||
Non-related parties
|
649,519
|
557,571
|
|||
$
|
1,679,077
|
$
|
1,426,294
|
Historically, all interest payable incurred is from interest incurred at the stated rate of promissory notes issued by the Company. The payment terms, security and any interest payable are based on the underlying promissory notes payable that the Company has outstanding.
b) Advances payable
A summary of the advances payable activity is as follows:
Balance, December 31, 2009
|
$
|
266,046
|
|
Advances accrued
|
285,832
|
||
Advances repaid from proceeds of line of credit
|
(338,200)
|
||
Balance, December 31, 2010
|
$
|
213,678
|
|
Advances accrued
|
122,400
|
||
Advances repaid from proceeds of line of credit
|
(166,292)
|
||
Balance, June 30, 2011
|
$
|
169,786
|
Advances payable are to the following:
June 30
|
December 31
|
|||||
2011
|
2010
|
|||||
Advances payable to:
|
||||||
Companies controlled by directors
|
65,524
|
119,035
|
||||
Current and former directors
|
104,262
|
94,643
|
||||
$
|
169,786
|
$
|
213,678
|
-10-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
3. Interest, Advances and Promissory Notes Payable (continued)
Advances payable are unsecured, have no stated terms of interest and are due on demand.
c) Promissory notes payable:
A summary of the promissory notes payable activity is as follows:
Balance, December 31, 2010
|
$
|
5,275,333
|
||
Promissory notes payable issued
|
10,986
|
|||
Balance, June 30, 2011
|
$
|
5,286,319
|
On December 14, 2010, a creditor demanded repayment of a promissory note of $200,000 and accumulated interest of approximately $365,000. To date, this amount has not been repaid.
On October 27, 2010, the Company had a default judgment ruled against them which results in being held legally liable for an additional $11,000 of accrued interest. The Company has accrued the liability relating to this judgment as of December 31, 2010.
Promissory notes payable are to the following:
Relatives of Directors
|
June 30,
2011
|
December 31, 2010
|
|||||
Promissory notes payable to relatives of directors collateralized by a general security agreement on all the assets of the Company, due on demand:
|
|||||||
i.
|
Interest at 1% per month
|
$
|
845,619
|
$
|
845,617
|
||
ii.
|
Interest at 1.25% per month
|
51,347
|
51,347
|
||||
iii.
|
Interest at the U.S. bank prime rate plus 1%
|
500,000
|
500,000
|
||||
Promissory notes payable, unsecured to relatives of a former director, bearing interest at 0.625% per month, with $50,000 repayable on October 5, 2004 and $60,000 repayable on July 28, 2006, due on demand
|
110,000
|
110,000
|
|||||
Promissory notes payable, unsecured, to relatives of a director, bearing interest at 1% per month, due on demand
|
1,465,000
|
1,465,000
|
|||||
$
|
2,971,966
|
$
|
2,971,964
|
-11-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
3. Interest, Advances and Promissory Notes Payable (continued)
c) Promissory notes payable (continued)
Unrelated Lenders
|
June 30,
2011
|
December 31, 2010
|
|||||
Unsecured promissory notes payable to unrelated lenders:
|
|||||||
i.
|
Interest at 1% per month, repayable on September 30, 2009, due on demand
|
$
|
450,000
|
$
|
450,000
|
||
ii.
|
Interest at 1% per month, with $50,000 repayable on December 31, 2004, $75,000 repayable on August 18, 2007, $75,000 repayable on November 19, 2007 and the balance due on demand. All are due on demand, accruing interest at the same rate.
|
887,457
|
887,457
|
||||
iii.
|
Interest at 0.625% per month, with $40,000 repayable on December 31, 2004, all due on demand
|
40,000
|
40,000
|
||||
iv.
|
Non-interest-bearing, repayable on July 17, 2005, due on demand
|
270,912
|
270,912
|
||||
v.
|
Non-interest-bearing loan repayable at $25,000 per month beginning October 2009, none repaid to date
|
310,984
|
300,000
|
||||
vi.
|
Non-interest-bearing loan, due January 15, 2011
|
125,000
|
125,000
|
||||
Promissory notes payable, secured by a guarantee from a director and relative of a director, bearing interest at 1% per month, with $200,000 repayable on July 31, 2003, all due on demand
|
230,000
|
230,000
|
|||||
2,314,353
|
2,303,369
|
||||||
$
|
5,286,319
|
$
|
5,275,333
|
d) Interest expense
During the six months ended June 30, 2011, the Company incurred interest expense of $2,400,713 (2010: $766,179) as follows:
-
|
$266,346 (2010: $255,539) incurred on promissory notes payables as shown in note 3(c);
|
-
|
$69,072 (2010: $5,987) incurred on lines of credit payable
|
- |
$91,828 (2010: $95,141) 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;
|
-
|
$1,973,467 (2010: $409,512) incurred in connection with stock options granted to creditors providing the lines of credit to the Company
|
-12-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
4. Lines of Credit
The Company has two lines of credit as follows:
Creditor
|
Interest Rate
|
Borrowing Limit
|
Repayment Terms
|
Amount Outstanding
|
Security
|
Purpose
|
|
Chairman
|
1% per Month
|
$2,500,000
|
Due on Demand
|
$506,667
|
General Security over Assets
|
Sales and Marketing Program
|
|
Relative of Chairman
|
1% per Month
|
$2,000,000
|
Due on Demand
|
$1,439,172
|
General Security over Assets
|
Operations, Product Development
|
On March 6, 2011, the Chairman of the Company established a line of credit of up to $2.5 million with the Company for the exclusive purpose of funding the costs of a comprehensive sales and marketing campaign. To date and during the three months ended June 30, 2011, the Company has borrowed $500,000 for its sales and marketing program and incurred interest of $6,667.
On May 25 2010, the Company finalized negotiations with a relative of the Chairman for a line of credit borrowing arrangement of $1M. All funds borrowed bear interest at 1% per month, are due on demand and are secured by all the assets of the Company. On January 3, 2011, the Company entered into an agreement with this creditor to increase the borrowing limit from$1,000,000 to $2,000,000.
During the six months ended June 30, 2011 the Company borrowed a total of $487,595 from this creditor and incurred interest expense of $62,406 to bring the total amounts incurred to date borrowings of $1,333,160 and interest of $106,012.
As consideration for the two lines of credit, the Company has granted 60,000,000 options (note 5(c)).
5. Capital Stock
a) Authorized share capital
350,000,000 shares of common stock with a par value of $0.001 per share
b) Issued capital stock
On March 6, 2011, 450,000 stock options, with an exercise price of $0.10 per share, were exercised for a reduction in advances payable totalling $45,000.
On July 1, 2010 the Company entered into an agreement with an Officer to issue 2,000,000 common shares as compensation for the initial three months of services provided by the Officer to the Company. The common shares were valued at $0.025 per share for a total value of $50,000. The amount was determined to be the fair market value since the individual became an Officer upon entering into this agreement and immediately prior to that was an arm’s length individual.
-13-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
5. Capital Stock (continued)
c) Stock options
During the six months ended June 30, 2011:
On January 3, 2011, the Company granted a creditor, who is a relative of a Director and Officer of the Company, 20,000,000 stock options of the Company exercisable at $0.05 per share expiring November 29, 2015. The stock options were granted in exchange for providing an increase in the borrowing limit on its line of credit from $1,000,000 to $2,000,000.
Also as consideration for providing this additional financing, the Company has modified the terms of 10,000,000 stock options granted to the Creditor on March 7, 2010 and previously modified August 8, 2010. The terms have been modified as follows:
-
|
Increased the number of stock options granted from 10,000,000 to 20,000,000
|
-
|
Reduced the exercise price of the 20,000,000 stock options granted from $0.10 per share to $0.05 per share.
|
The Company valued the stock-based compensation resulting from these transactions at $1,493,702.
On March 6, 2011, the Chairman of the Company established a line of credit of up to $2.5 million with the Company for the exclusive purpose of funding the costs of a comprehensive marketing campaign. Under a related agreement, also dated as of March 6, 2011, the Chairman was granted 20,000,000 stock options of the Company exercisable at $0.125 per share, expiring March 5, 2016. Such options will vest on the basis of eight (8) options for each one ($1.00) dollar of principal borrowed to meet the costs of the sales and marketing program. The Company valued the stock-based compensation resulting from this grant at $2,400,000. During the three months ended June 30, 2011, 4,000,000 stock options have vested for which the Company had recognized expense of $479,765, representing the fair value as calculated using the Black-Scholes model. To date, including those that vested above, 4,000,000 stock options have vested.
Also on March 6, 2011, the Company granted 250,000 stock options to a consultant. The stock options were exercisable at $0.10 per share for five years from the date of grant. Furthermore, 200,000 stock options granted to a consultant on July 1, 2010, were modified as follows:
- All 200,000 stock options are to vest immediately
- The exercise price of the option was reduced from $0.25 per share to $0.10 per share.
All 450,000 of these stock options were exercised immediately after the Board of Directors approved the above described transaction. The Company valued the stock-based compensation resulting from these transactions at $44,455.
On May 4, 2011, the Company granted 1,000,000 stock options to an officer of the Company for services provided in getting the Company’s FDA submission completed. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $210,000 and allocated this to selling, general and administration expenses.
-14-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
5. Capital Stock (continued)
c) Stock options (continued)
On May 24, 2011, the Company granted 100,000 stock options to a consultant of the Company for services rendered. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $21,000.
During the year ended December 31, 2010:
The Company granted 11,400,000 stock options as follows:
|
-
|
On March 7, 2010, 10,000,000 stock options to a relative of a director for advancing funds on the line of credit under negotiation. The options are exercisable at $0.10 per share and expire on December 31, 2011. These options vested immediately and the fair value totaling $409,512 was allocated to interest expense. On August 8, 2010 the expiry date of all 10,000,000 stock options was extended to March 7, 2015. Additional stock-based compensation expense of $87,255 reflecting the increased fair value of these modified stock options was allocated to interest expense at that time.
|
|
-
|
On July 1, 2010, 1,200,000 stock options to creditors of the Company exercisable at $0.25 per share for a term of five years expiring June 30, 2015. These options with a fair value of $49,022 vested immediately and were allocated to interest expense.
|
|
-
|
On July 1, 2010, 200,000 stock options to a consultant of the Company exercisable at $0.25 per share for a term of five years expiring June 30, 2015. The stock options have a fair value of $8,309. Commencing July 1, 2011, 50,000 of the stock options vest each July 1 until all the stock options are fully vested. Stock-based compensation expense of $1,030 was recognized as professional fees during 2010.
|
A summary of stock option activity is as follows:
Six Months Ended
|
Year Ended
|
||||||
June 30, 2011
|
December 31, 2010
|
||||||
Number of
|
Weighted Average
|
Number of
|
Weighted Average
|
||||
Options
|
Exercise Price
|
Options
|
Exercise Price
|
||||
Outstanding, beginning of period
|
13,555,000
|
$
|
0.13
|
3,505,000
|
$
|
0.25
|
|
Granted
|
51,350,000
|
0.08
|
11,400,000
|
0.10
|
|||
Exercised
|
(450,000)
|
(0.10)
|
-
|
-
|
|||
Expired
|
(200,000)
|
$
|
-
|
(1,350,000)
|
0.25
|
||
Outstanding, end of period
|
64,255,000
|
$
|
0.08
|
13,555,000
|
$
|
0.13
|
|
Exercisable, end of period
|
48,255,000
|
$
|
0.12
|
13,355,000
|
$
|
0.13
|
-15-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
5. Capital Stock (continued)
c) Stock options (continued)
The options outstanding at June 30, 2011 and December 31, 2010 were as follows:
June 30, 2011
|
December 31, 2010
|
|||||||||||
Expiry Date
|
Options
|
Exercise Price
|
Intrinsic Value
|
Options
|
Exercise Price
|
Intrinsic Value
|
||||||
April 7, 2011
|
-
|
$
|
0.25
|
-
|
200,000
|
$
|
0.25
|
-
|
||||
December 19, 2011
|
1,455,000
|
$
|
0.25
|
-
|
1,455,000
|
$
|
0.25
|
-
|
||||
March 7, 2015
|
20,000,000
|
$
|
0.05
|
0.17
|
10,000,000
|
$
|
0.10
|
-
|
||||
June 30, 2015
|
1,200,000
|
$
|
0.25
|
-
|
1,400,000
|
$
|
0.25
|
-
|
||||
November 29, 2015
|
20,000,000
|
$
|
0.05
|
0.17
|
-
|
-
|
-
|
|||||
March 6, 2016
|
20,000,000
|
$
|
0.13
|
0.10
|
-
|
-
|
-
|
|||||
May 4, 2016
|
1,000,000
|
$
|
0.20
|
0.02
|
-
|
-
|
-
|
|||||
May 23, 2016
|
100,000
|
$
|
0.20
|
0.02
|
-
|
-
|
-
|
|||||
May 31, 2017
|
500,000
|
$
|
0.25
|
-
|
500,000
|
$
|
0.25
|
-
|
||||
Total
|
64,255,000
|
$
|
0.08
|
0.13
|
13,555,000
|
$
|
0.12
|
-
|
||||
Weighted Average Remaining
Contractual Life
|
4.12
|
3.43
|
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for in-the-money options, based on the $0.22 (December 31, 2010: $0.04) closing stock price of the Company’s common stock on the NASDAQ over-the-counter market (OTC) on June 30, 2011. As of June 30, 2011, 60,000,000 (December 31, 2010: none) of the stock options outstanding were in-the-money.
The Company uses the fair value method for determining stock-based compensation for all options granted during the fiscal periods. The fair value was determined using the Black-Scholes option pricing model based on the following weighted average assumptions:
June 30, 2011
|
December 31, 2010
|
|||
Risk-free interest rate
|
1.45%
|
1.76%
|
||
Expected life
|
5 years
|
5 years
|
||
Expected dividends
|
0%
|
0%
|
||
Expected volatility
|
308%
|
252%
|
||
Forfeiture rate
|
0%
|
0%
|
The weighted average fair value for the options granted during the six months ended June 30, 2011 was $0.05 (2010: $0.04).
-16-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
5. Capital Stock (continued)
c) Stock options (continued)
The compensation cost of the stock options granted was allocated as follows:
Three months ended
June 30, 2011
|
Three months ended
June 30, 2010
|
Six months ended
June 30, 2011
|
Six months ended
June 30, 2010
|
|||||||
Interest expense:
|
||||||||||
Related parties
|
$
|
479,765
|
$
|
-
|
$
|
1,973,467
|
$
|
409,512
|
||
Professional fees:
|
||||||||||
Unrelated parties
|
$
|
-
|
$
|
-
|
$
|
44,455
|
$
|
-
|
||
General and Administrative:
|
||||||||||
Related parties
|
$
|
209,888
|
$
|
-
|
$
|
209,888
|
$
|
-
|
6. Contingencies
Accounts payable and accrued liabilities as of June 30, 2011 include $180,666 (December 31, 2010 - $180,666) of amounts owing to a supplier, which the Company is in the process of disputing. The outcome of this matter cannot be determined at this time. Any adjustment will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.
The Company has had three judgments made against it relating to overdue promissory notes and accrued interest and a fourth creditor has demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory notes and related accrued interest and could be subject to further action. The legal liability of these promissory notes and accrued interest have been fully recognized and recorded by the Company.
7. Related Party Transactions
Related party transactions included the following:
Three months ended
June 30, 2011
|
Three months ended
June 30, 2010
|
Six months ended
June 30, 2011
|
Six months ended
June 30, 2010
|
||||||
Development costs:
|
|||||||||
Services rendered by
directors and officers
|
$
|
15,000
|
$
|
30,000
|
$
|
30,000
|
$
|
30,000
|
|
Interest expense:
|
|||||||||
Promissory notes issued to
relatives of directors
|
273,516
|
87,329
|
157,238
|
164,772
|
|||||
Stock options granted to
relatives of directors
|
479,765
|
-
|
1,973,467
|
409,512
|
|||||
Selling, general and
administration:
|
|||||||||
Compensation to directors
and officers
|
47,400
|
47,400
|
94,800
|
143,020
|
-17-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
7. Related Party Transactions (continued)
Except as discussed in the next paragraph, all transactions with related parties were incurred in the normal course of operations and measured at the exchange amount, which is the amount of consideration established and agreed upon by the transacting parties.
Interest on promissory notes payable to related parties, management compensation and compensation paid to a relative of a director have been recorded at the exchange amount, which is the amount agreed to by the parties. Options granted to related parties have been recorded at their estimated fair value as disclosed note 3(c).
8. Commitments
The Company has annual compensation arrangements with the following individuals:
The contracts are automatically renewed annually and may be terminated by the Company at any time, effective thirty or sixty days after delivery of notice, without any further compensation.
The terms of Mr. Chan’s contract provides for monthly consulting fees of $15,000 per month and vehicle allowance of $800 per month as Chief Executive Officer of the Company. The contract also provides for a commission of 1% of net sales during the term of the agreement. The initial term of the contract is for one year and automatically renews for continuous one year terms.
The terms of Mr. Weinstein’s contract provides for periodic increases in the amount of monthly compensation following the first year as President and Chief Operating Officer of the Company. After the initial year, Mr. Weinstein will earn no less than $13,000 per month as agreed upon by Mr. Weinstein and the other directors. The initial term of the contract is for one year and automatically renews for continuous one year terms.
The terms of Mr. Tichy’s contract provide for monthly consulting fees of $5,000 per month in his services as VP Product Development. The initial term of the contract is for one year and automatically renews for continuous one year terms.
In addition, if more than 50% of the Company’s stock or assets are sold, Messrs. Chan and Tichy will be compensated for entering into non-compete agreements based on the selling price of the Company or its assets as follows:
2% of sales price up to $24,999,999 plus
3% of sales price between $25,000,000 and $49,999,999 plus
4% of sales price between $50,000,000 and $199,999,999 plus
5% of sales price in excess of $200,000,000
Any other amounts distributed to each key employee are to be determined by the Board of Directors.
-18-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, advances payable, interest payable and promissory notes payable.
Fair value
The fair values of cash and certain accounts payable and accrued liabilities approximate their carrying values due to the relatively short periods to maturity of these instruments.
Certain accounts payable have been outstanding longer than one year. The Company has recorded imputed interest at a rate of 1% per month over the period the payables have been outstanding for longer than one year, with a corresponding amount recognized in additional paid-in capital. The calculated amount represents the implicit compensation for the use of funds beyond a reasonable term for regular trade payables.
For the purposes of fair value analysis, promissory notes payable can be separated into three classes of financial liabilities.
i. Interest-bearing promissory notes, lines of credit and related interest payable
ii. Non-interest-bearing promissory notes past due
The interest-bearing promissory notes payable are all delinquent and have continued to accrue interest at their stated rates. The Company currently does not have the funds to extinguish these debts and will continue to incur interest until such time as the liabilities are extinguished. There is not an active market for delinquent loans for a Company with a similar financial position. Management asserts the carrying values of the promissory notes and related interest payable are a reasonable estimate of fair value as they represent the Company’s best estimate of their legal obligation for these debts. As there is no observable market for interest rates on similar promissory notes, the fair value was estimated using level 2 inputs in the fair value hierarchy.
The Company has three non-interest-bearing promissory note payable past due. The first is several years delinquent and there have been no renegotiated repayment terms. There is not an active market for default loans not bearing interest nor is there an observable market for lending to companies with a financial position similar to the Company. The Company has recorded imputed interest at a rate of 1% per month over the life of the promissory notes, with a corresponding amount recognized in additional paid-in capital representing the implicit compensation for the use of funds. Management asserts the payment date for these amounts cannot be reasonably determined. Management further asserts there is not a determinable interest rate for arm’s-length borrowings based on the current financial position of the Company and asserts the carrying value is the best estimate of the Company’s legal liability and represents the fair value for the promissory note. This would be considered a level 2 input in the fair value hierarchy.
-19-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
9. Financial Instruments (continued)
Fair value (continued)
The fair value of advances payable cannot be determined as they are related party amounts that have no stated terms of repayment. There is no market for similar instruments. The Company has recorded imputed interest at a rate of 1% per month over the life of the advances payable, with a corresponding amount recognized in additional paid-in capital representing the implicit compensation for the use of funds.
Credit risk
Financial instruments that potentially subject the Company to credit risk consist of cash. The Company only has an immaterial cash balance and is not exposed to significant credit risk.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk.
i. Interest rate risk
Interest rate risk consists of two components:
|
a)
|
To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
|
The Company is exposed to interest rate cash flow risk on promissory notes payable of $500,000, which incurs a variable interest rate of prime plus 1%. A hypothetical change of 1% on interest rates would increase or decrease net loss and comprehensive loss by $5,000.
|
b)
|
To the extent that changes in prevailing market interest rates differ from the interest rate on the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.
|
The Company’s promissory notes payable consist of $500,000 of variable interest rate notes and $4,786,319 of fixed interest rate notes. All of these notes are past due and are currently due on demand while interest continues to accrue. Due to the delinquency of the fixed interest rate promissory notes payable, there is no active market for these instruments and fluctuations in market interest rates do not have a significant impact on their estimated fair values as of June 30, 2011.
At June 30, 2011, the effect on the net loss and comprehensive loss of a hypothetical change of 1% in market interest rate cannot be reasonably determined.
-20-
ALR TECHNOLOGIES INC. AND SUBSIDIARY
Development Stage Company
Notes to Condensed Consolidated Financial Statements
($ United States)
(Unaudited)
9. Financial Instruments (continued)
Foreign currency risk
The Company incurs certain accounts payable, advances payable and expenses in Canadian dollars and is exposed to fluctuations in changes in exchange rates between the US and Canadian dollars. As at June 30, 2011, the effect on net loss and comprehensive loss of a hypothetical change of 10% between the US and Canadian dollar would not be material. The Company has not entered into any foreign currency contracts to mitigate this risk.
10. Comparative Figures
Certain comparative figures have been reclassified, including promissory notes payable, to conform to the current year’s presentation.
11. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 12, 2011, the date the financial statements were issued.
-21-
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Forward Looking Statements
The following information must be read in conjunction with the unaudited Financial Statements and Notes thereto included in Item 1 of this Quarterly Report and the audited Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Except for the description of historical facts contained herein, the Form 10-Q contains certain forward-looking statements concerning future applications of the Company’s technologies and the Company’s proposed services and future prospects, that involve risk and uncertainties, including the possibility that the Company will: (i) be unable to commercialize services based on its technology, (ii) ever achieve profitable operations, or (iii) not receive additional financing as required to support future operations, as detailed herein and from time to time in the Company’s future filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “ALRT” mean ALR Technologies Inc, unless otherwise indicated.
Overview
ALR Technologies Inc. was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device which was owned by A Little Reminder (ALR) Inc. (“ALR”). ALR was incorporated pursuant to the Company Act of British Columbia on May 24, 1996. ALR continued its jurisdiction under the laws of Canada on September 23, 1996 and to the State of Wyoming on July 31, 1998.
On October 21, 1998, the Company entered into an agreement with ALR whereby the Company would have the non-exclusive right to distribute certain products of ALR.
In December 1998, the common shares of the Company began trading on the “Over the Counter Bulletin Board”. Today the Company trades under the symbol “ALRT.”
In April 1999, the Company acquired 99.9% (36,533,130) of the issued and outstanding Class A shares of common stock of ALR in exchange for 36,533,130 shares of the Company’s common stock thereby making ALR a subsidiary corporation of the Company. ALR also had outstanding 124,695 shares of Class B common stock, none of which was owned by the Company.
-22-
ALR had one wholly owned subsidiary corporation, Timely Devices, Inc. (“TDI”). TDI was founded in Edmonton, Alberta, Canada on July 27, 1994. On July 31, 2000, the Company sold all of its shares of ALR. As a result of this sale, the Company is no longer using the technology that was used by its previously owned subsidiaries and does not have any assembly capability.
On April 15, 2008, the Company incorporated a wholly-owned subsidiary in Canada under the name Canada Alrtech Health Systems Inc.
Recent Developments
On May 24, 2011, the Company granted 100,000 stock options to a consultant of the Company for services rendered. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $21,000.
On May 4, 2011, the Company granted 1,000,000 stock options to Lawrence Weinstein, President of the Company for services provided in getting the Company’s FDA submission completed. The options are exercisable at $0.20 per share for five years from the date of grant. The Company valued the stock-based compensation resulting from this grant at $210,000 and recognized the expense immediately in selling, general and administration expenses.
On April 30, 2011, the Company announced the signing of a Representation Agreement with Mantra Healthcare Solutions Inc. to market and sell the Health-e-Connect System (“HeC”) effective June 1, 2011, as part of the comprehensive marketing campaign announced March 6, 2011. MHS has developed solid relationships and access to major participants that will be affected by PPACA as well as Key Centers of Influence. Although healthcare payers have not introduced reimbursement for data collection and review, they are introducing incentives to improve health outcomes. The HeC System, providing a platform for “continuing oversight of patients’ treatment plans”, will be a key factor to improve health outcomes. For a monitoring program to yield the desired results, the system must be effectively deployed with sustained use by patients and healthcare providers. MHS staff have proven track records in implementing sustained usability in systems.
On March 6, 2011, the Chairman of the Company, Mr. Sidney Chan, established a line of credit of up to $2.5 million with the Company for the exclusive purpose of funding the costs of a comprehensive marketing campaign. Under a related agreement, also dated as of March 6, 2011, Mr Chan has been granted 20,000,000 stock options of the Company exercisable at $0.125 per share, expiring March 5, 2016. Such options will vest on the basis of eight (8) options for each one ($1.00) dollar of principal borrowed under the line of credit to meet the costs of the sales and marketing program. The Company valued the stock-based compensation resulting from this grant at $2,400,000. To date 4,000,000 stock options have vested.
Also on March 6, 2011, the Company granted 250,000 stock options to a consultant. The stock options were exercisable at $0.10 per share for five years from the date of grant. Furthermore, 200,000 stock options granted to a consultant on July 1, 2010, were modified as follows:
- all 200,000 stock options are to vest immediately
- the exercise price of the option was reduced from $0.25 per share to $0.10 per share.
All 450,000 of these stock options have been exercised.
On January 3, 2011, the Company entered into an agreement with Ms. Christine Kan for additional financing through its existing line of credit borrowing arrangement. The Creditor has granted the Company an increase in the borrowing limit from$1,000,000 to $2,000,000. The original agreement was entered into by the Company and the Creditor on May 25, 2010.
-23-
In exchange for providing the increased borrowing limit, Ms. Kan has been granted 20,000,000 stock options of the Company exercisable at $0.05 per share expiring November 29, 2015. the Company has modified the terms of 10,000,000 stock options granted to Ms . Kan on March 7, 2010 and previously modified August 8, 2010. The terms have been modified as follows:
· Increased the number of stock options granted from 10,000,000 to 20,000,000
· Reduced the exercise price of the 20,000,000 stock options granted from $0.10 per share to $0.05 per share.
Effective July 1, 2010, the following management changes occurred
o
|
Lawrence Weinstein was appointed as President, Chief Operating Officer (“COO”) and a Director of the Company
|
o
|
Sidney Chan transitioned to Chairman of the Board while retaining the position of Chief Executive Officer
|
o
|
Stan Cruitt retired as Chairman of the Board
|
When Mr. Weinstein took office, he was approved to receive 2,000,000 common shares of the Company at $0.025 per share as compensation for his initial three month term ended September 30, 2010 as President and COO. The common shares were issued to Mr. Weinstein in August 2010.
Also on July 1, 2010, the Company granted a total of 1,400,000 stock options to two creditors and a consultant of the Company. The stock options are exercisable at $0.25 per share and expire on June 30, 2015. The stock options granted have varying vesting terms for the different recipients.
In May 2010, the Company finalized negotiations with Christine Kan for a line of credit borrowing arrangement of $1M. All funds borrowed bear interest at 1% per month, are due on demand and are secured by all the assets of the Company. The Company granted this creditor 10,000,000 stock options exercisable at $0.10 per share. During August 2010, the term of the option was extended to March 7, 2015.
Description of Business
ALR Technologies is a leader in the emerging field of Chronic Disease Management utilizing in-home, patient-focused technology. ALR Technologies products utilize internet based technologies to provide health care providers with the ability to monitor their patient’s health and ensure compliance with health maintenance activities. ALRT Health-e-Connect (HeC) System is the principal product of the Company.
The HeC system is an internet based product intended for diabetic patients and their health care providers to improve communication and monitoring of patients’ health management programs. One aspect of the system is that HeC will incorporate data uploaded from patients’ glucometers into the ALRT database to quickly assess user compliance and performance compared to provider set targets.This provides patients and caregivers the ability to track patient performance and compliance, thereby allowing timely intervention. By providing this ongoing monitoring and feedback, the HeC system is expected to enhance outcomes and lower costs.
The Company is focusing the majority of its efforts on introducing and marketing its HeCsystem for patients and health care providers in the United States. ALRT will become a leading provider of tele-heath monitoring systems that will support medical conditions that can be improved with communication between patients and healthcare providers. The initial marketing and sales effort is to assist users of medical device data systems (“MDDSs”) who will face significant financial consequences if they fail to meet new Federal standards and requirements of healthcare payers. We are continuing to recommend that Centre’s for Medicate and Medicaid Services (“CMS”) adopt electronic audit of diabetes test supplies before refill to contain costs and improve outcomes of treatment plans.
-24-
On July 23, 2010 the Company submitted a 510(k) application to the FDA for its proprietary HeC system. Clearance of the application by the FDA will allow the Company to market the HeC system in the United States. The Company has received comments from the FDA and is currently preparing responses with the aim of receiving clearance upon satisfactory resolution to the comments. The HeC may be offered for sale in the United States when it receives 510(k) clearance.
On August 2, 2010 the Company announced that results of a clinical trial conducted by Dr Hugh Tildesley et al. using the ALRT Health-e-Connect (HeC) System. The article was published in the August 2010 Diabetes Care publication.
The article is titled “Effect of Internet Therapeutic Intervention on A1C Levels in Patients With Type 2 Diabetes Treated With Insulin” and showed A1C dropping from 8.8% to 7.6% for the Intervention Group using ALRT’s HeC System. The A1C test is important in diabetes treatment management as a long-term measure of control over blood glucose for diabetes patients. According to Center for Disease Control and Prevention, “In general, every percentage drop in A1C blood test results (e.g. from 8% to 7%), can reduce the risk of microvascular complications (eye, kidney and nerve diseases) by 40%.”
In July 2011, the follow-up results of the Dr. Tildesley clinical trial was published in the Canadian Journal of Diabetes. Dr. Tildesley conducted a 12 month study using HeC System as an Internet Based Blood Glucose Monitoring System (IBGMS) to provide intensive blood glucose control to determine the effects internet based blood glucose monitoring on A1c levels in patients with type 2 diabetes treated with insulin. Dr Tildesley concluded that, “While IBGMS intervention was not a substitute for the patient–physician interaction in a clinical setting, it significantly improved A1c and, over time, we observed better glycemic control and patient satisfaction.
Dr. Tildesley added, “This method of follow-up can reduce the inconvenience of booking appointments solely for giving recommendations on changes in insulin dosage and may be a more cost-effective method of follow-up, especially for rural patients where access to a diabetes specialist is limited. In summary, the continuous use of an IBGMS is an effective method of improving glucose control compared to standard care.” The advantages of using an IBGMS include automatic uploading thus eliminating the need for patients to keep a written diary. In addition, the uploaded data can be analyzed and displayed in table and graph formats, giving a sense of glucose trends and monitoring frequency. This can save time for the physician and increase the accuracy of data interpretation. Limitations of the system include patient’s unwillingness or lack of desire to use the Internet and the absence of a payment model to reimburse out-of-office consultations.”
In June 2011, the British Columbia Medical Services Plan published a schedule to include reimbursement to endocrinology specialists for several virtual services with patients. ALRT plans to register with Health Canada in preparation for sales. The ALRT HeC system can be used by endocrinologists to provide intensive blood glucose control and they will be reimbursed under the new virtual services codes. The British Columbia Medical Services Plan is the single payer provider of medical services in the Province of British Columbia, Canada. It has over 4.4 million lives in its system with more than 200,000 diabetes patients.
Critical Accounting Policies and Going Concern
Our discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited condensed consolidated financial statements for the six months ended June 30, 2011 and 2010, which have been prepared in accordance with GAAP.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may materially differ from our estimates.
-25-
The Company’s condensed consolidated financial statements have been prepared on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future. See note 1 of the condensed consolidated financial statements.
Due to our being a development stage company and not having generated significant revenues, in the Notes to our financial statements, we have included disclosure regarding concerns about our ability to continue as a going concern.
Consolidated Results of Operations
Three Months Ended June 30
|
Six Months Ended June 30
|
||||||||||
Percentage
|
Percentage
|
||||||||||
2011
|
2010
|
Increase /
|
2011
|
2010
|
Increase /
|
||||||
(Decrease)
|
(Decrease)
|
||||||||||
Revenue
|
-
|
-
|
-
|
||||||||
Cost of Sales
|
|||||||||||
Market development
|
$
|
208,334
|
$
|
-
|
100
|
$
|
211,714
|
$
|
-
|
100
|
|
Depreciation
|
-
|
-
|
-
|
309
|
(100)
|
||||||
General and
|
|||||||||||
administrative
|
353,561
|
100,675
|
251
|
469,887
|
167,342
|
181
|
|||||
Product development
|
84,196
|
51,500
|
63
|
143,896
|
98,000
|
47
|
|||||
Professional fees
|
19,108
|
38,054
|
(50)
|
101,518
|
57,074
|
78
|
|||||
Other items
|
|||||||||||
Interest expenses
|
696,759
|
181,533
|
284
|
2,400,713
|
766,179
|
213
|
|||||
Write-off equipment
|
4,066
|
(100)
|
-
|
4,066
|
(100)
|
||||||
Net Loss
|
$
|
1,361,958
|
$
|
375,828
|
262
|
$
|
3,327,728
|
$
|
1,092,970
|
204
|
Market development costs were $208,334 and $211,714 for the three and six months period ended June 30, 2011 as compared with $nil and $nil for the same periods the previous year. The Company has initiated a comprehensive marketing and sales program which is included within this financial statement line item. The expenses incurred consist of amounts paid to consultants and materials purchased.
Product development costs were $84,196 and $143,896 for the three and six months period ended June 30, 2011 as compared with $51,500 and $98,000 for the same periods the previous year. For the first six months of both 2011 and 2010 the Company incurred $98,000 in product development fees paid in retainers to consultants for ongoing services. The increase was due to retaining additional consultants $27,000 from the outset of 2011 to help with its web-based interface design and develop the user friendliness of the Company’s HeC product. The Company also incurred consulting fees for assistance obtained in responding to FDA comments and preparing solutions to improve the the HeC to meet the requirements of the FDA.
Professional fees were $19,108 and $101,518 for the three and six months period ended June 30, 2010, respectively as compared with $38,054 and $57,074 for the same periods the previous year. The decrease of approximately $19,000 during the second quarter of 2011 as compared to 2010 is due to higher than expected audit fees incurred from the 2009 year-end audit. The increase of approximately $43,000 in fees from the six months ended 2011 as compared to the six months 2010 is attributable to:
-
|
$43,000 increase of stock-based compensation incurred for options modified and granted to two consultants of the Company
|
§
|
On March 6, 2011, the Company granted 250,000 stock options to a consultant. The stock options were exercisable at $0.10 per share for five years from the date of grant. Furthermore, 200,000 stock options granted to a consultant on July 1, 2010, were modified to vest immediately and have a reduction in exercise price from $0.25 to $0.10 per share.
|
-26-
-
|
$23,000 increase of additional legal fees for services rendered as the Company’s business plan evolves.
|
-
|
$10,000 reduction of additional audit fees from the 2011 as compared to the 2010 year-end due to a change in auditor
|
-
|
$13,000 reduction of professional fees incurred from accounting and financial reporting preparation
|
Interest expense was 656,759 and $2,400,713 for the three and six months period ended June 30, 2011 as compared with 181,533 and $766,719 for the same period last year.
Interest expense was from the following sources for the three months ended June 30, 2011 and 2010:
Three months ended June 30, 2011
|
Three months ended June 30, 2010
|
||||
Interest on promissory notes and lines of credit
|
$
|
169,829
|
$
|
134,817
|
|
Imputed interest on zero interest loans
|
47,165
|
46,716
|
|||
Stock options granted for promissory notes
|
479,765
|
-
|
|||
Total
|
$
|
696,759
|
$
|
181,533
|
Interest expense was from the following sources for the six months ended June 30, 2011 and 2010:
Six months ended
June 30, 2011
|
Six months ended
June 30, 2010
|
||||
Interest on promissory notes and lines of credit
|
$
|
335,418
|
$
|
261,526
|
|
Imputed interest on zero interest loans
|
91,828
|
95,141
|
|||
Stock options issued for promissory notes
|
1,973,467
|
409,512
|
|||
Total
|
$
|
2,400,713
|
$
|
766,179
|
Interest on Promissory Notes and Lines of Credit
As compared June 30, 2010, the Company had borrowed an additional $1,000,000 against its line of credit facilities as at June 30, 2011 which resulted in significantly higher interest incurred on promissory notes and lines of credit for the three and six months period ended June 30, 2011.
Imputed Interest
The balance of zero interest promissory notes, advances payable and accounts payable in excess of one year remained consistent for the three and six months ended June 30, 2011 and the same periods ended June 30, 2010.
Stock Based Compensation
Stock based compensation allocated to interest expense was significantly higher during the six months ended June 30, 2011 and compared to June 30, 2010 as the Company granted 50 million options to two creditors and modified the terms on an existing 10 million stock options to one of those creditors.
Q1 2011
|
-
|
On January 3, 2011, the Company was granted an increase in its line of credit borrowing limit from$1,000,000 to $2,000,000. In exchange for providing the increased borrowing limit, the Creditor granted 20,000,000 stock options of the Company exercisable at $0.05 per share expiring November 29, 2015. The fair value of these options, as calculated using the Black-Scholes model was $995,065
|
-27-
-
|
Also as consideration for providing this additional financing, the Company modified the terms of 10,000,000 stock options granted to the Creditor on March 7, 2010 and previously modified August 8, 2010. The terms have been modified as follows:
|
·
|
Increased the number of stock options granted from 10,000,000 to 20,000,000
|
·
|
Reduced the exercise price of the 20,000,000 stock options granted from $0.10 per share to $0.05 per share.
|
The fair value of the modified options, as calculated using the Black-Scholes model was $995,065. The Company had originally recorded $409,512 (at grant) during the three months ended March 31, 2011 and recorded additional compensation expense of $87,247 (upon modification) relating to these options during the third quarter of 2010. Therefore, the Company recognized an additional $498,306 during Q1 2011.
On March 6, 2011, the Company granted 20,000,000 stock options exercisable at $0.125 per share, expiring March 5, 2016. Such options will vest on the basis of eight (8) options for each one ($1.00) dollar borrowed under the line of credit to meet the costs of the sales and marketing program. The Company valued the stock-based compensation resulting from this grant at $2,400,000. As at March 31, 2011, no stock options had vested.
Q2 2011
The Company borrowed $500,000 for the sales and marketing program against the $2.5M line of credit. As a result of this borrowing, 4,000,000 stock options vested during the three months ended June 30, 2011. These four million stock options had a calculated fair value of $479,765 using the Black-Scholes model.
General and administrative expenses were $353,561 and $469,887 for the three and six months period ended June 30, 2011 as compared with $100,675 and $167,342 for the same period last year. The increase of $252,866 for the three month period and $302,545 for the six month period can be attributed primarily to the following:
-
|
the President, who took office in July 2010, received compensation of $13,000 per month. This when combined with the employer portion of withholding taxes totalled approximately $88,000 for the six months ended March 31, 2011.
|
-
|
the President was awarded 1M stock options with a fair value of $209,888 during May 2011 for services performed with regards to submission of HeC for FDA approval.
|
Liquidity and Capital Resources
Working Capital
|
||||||
Percentage
|
||||||
June 30, 2011
|
December 31, 2010
|
Increase / (Decrease)
|
||||
Current Assets
|
$
|
309,230
|
$
|
1,829
|
168%
|
|
Current Liabilities
|
9,886,349
|
8,615,338
|
15%
|
|||
Working Capital
|
$
|
(9,577,119)
|
$
|
(8,613,509)
|
(1%)
|
The Company has approximately $304,000 of prepaid advertising and promotion expenses which will be realized during Q3. Aside from the prepaid expenses, the Company does not have any significant current assets on its consolidated balance sheet as at June 30, 2011, nor did they have any at December 31, 2010.
-28-
Current Liabilities
The Company has current liabilities of $9,886,348 as at June 30, 2011 as compared to $8,615,338 as at December 31, 2010. Current liabilities were as follows:
June 30,
2011
|
December 31,
2010
|
Change
$
|
Change
%
|
||||
Accounts payable and accrued liabilities
|
$
|
796,488
|
$
|
801,923
|
$
|
5,435
|
(1)%
|
Payroll payable
|
8,840
|
8,940
|
(100)
|
(1)%
|
|||
Interest payable
|
1,679,077
|
1,469,294
|
209,783
|
14%
|
|||
Advances payable
|
169,786
|
213,678
|
(43,892)
|
(21)%
|
|||
Lines of credit
|
1,945,839
|
889,170
|
1,056,669
|
119%
|
|||
Promissory notes payable
|
5,286,319
|
5,275,333
|
10,986
|
0%
|
|||
Total current liabilities
|
$
|
9,886,349
|
$
|
8,615,338
|
$
|
1,271,011
|
15%
|
The increase in interest payable of $209,783 relates to accrued interest incurred on promissory notes at their stated rates of interest. All of the promissory notes and related interest payable are overdue.
The fluctuations in accounts payables, advances payable and promissory notes payable occurred as part of operations.
The increase in the lines of credit payable of $1,056,669 is attributable to borrowings of
-
|
$987,596 to fund operations, product development activities, overhead and its sales and marketing program.
|
-
|
$69,073 of unpaid interest incurred on the principal of the borrowed amounts
|
Cash Flows
|
Six Months Ended
|
Six Months Ended
|
||
June 30, 2011
|
June 30, 2010
|
|||
Cash Flows used in Operating Activities
|
$
|
(1,064,541)
|
$
|
(262,957)
|
Cash Flows provided by (used in) Investing Activities
|
$
|
-
|
$
|
-
|
Cash Flows provided by (used in) Financing Activities
|
$
|
1,067,655
|
$
|
262,753
|
Net (decrease) increase in Cash During Period
|
$
|
3,114
|
$
|
(204)
|
Cash Balances and Working Capital
As of June 30, 2011, the Company’s cash balance was $4,943 compared to $1,829 as of December 31, 2010.
Cash Provided by (Used in) Operating Activities
Cash used by the Company in operating activities during the six month period ended June 30, 2011 was $1,064,541 in comparison with $262,957 used during the same period last year. The Company’s expenditures from operations were used as follows:
Six Months Ended
|
Six Months Ended
|
|||
June 30, 2011
|
June 30, 2010
|
|||
Retainer for Market Development Activities
|
$
|
500,000
|
$
|
-
|
Product Development Consulting Fees
|
$
|
143,000
|
$
|
98,000
|
Professional Fees
|
$
|
56,000
|
$
|
57,000
|
Employee
|
$
|
88,000
|
$
|
-
|
Travel and Trade Shows
|
$
|
57,000
|
$
|
55,000
|
Other
|
$
|
220,541
|
$
|
52,957
|
Cash used in Operations
|
$
|
1,064,541
|
$
|
262,957
|
-29-
The majority of the expenditures were to repay advances payable, overdue accounts payable owing to certain consultants, pay product development costs, pay accrued professional fees and selling and administration costs associated with operating the business.
Cash Proceeds from Financing Activities
Cash raised by the Company from financing activities during the six month period ended June 30, 2011 was $1,067,655 in comparison with $262,753 raised during the same period last year. The funds raised were from borrowings on a line of credit from a relative of a director and a line of credit from the Chairman of the Board. The loans received in 2011 and 2010 covered the operating, product development and market development requirements for the Company repaid certain advances and accounts payable.
Short and Long Term Liquidity
As of June 30, 2011, the Company does not have the current financial resources and committed financing to enable it to meet its administrative overhead, product development budgeted costs and debt obligations over the next 12 months.
All of the Company’s debt financing are due on demand or overdue. The Company will seek to obtain creditors’ consents to delay repayment of these loans until it is able to replace these financings with funds generated by operations, replacement debt or from equity financings through private placements or the exercise of options and warrants. While the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. The Company has faced litigation from creditors in the past and is currently being sued by one creditor. There is no assurance that additional creditors will not make claims against the Company in the future. Failure to obtain either replacement financing or creditor consent to delay the repayment of existing financing could result in the Company having to curtail operations.
Tabular Disclosure of Contractual Obligations:
Payments due by period
|
||||||||||
Less
|
More
|
|||||||||
than 1
|
1-3
|
3-5
|
Than 5
|
|||||||
Total
|
year
|
years
|
years
|
Years
|
||||||
Accounts Payable & Accrued Liabilities
|
$
|
796,488
|
$
|
796,488
|
$
|
-
|
$
|
-
|
$
|
-
|
Payroll Payable
|
8,840
|
8,840
|
-
|
-
|
-
|
|||||
Interest Payable
|
1,679,077
|
1,679,077
|
-
|
-
|
-
|
|||||
Advances Payable
|
169,786
|
169,786
|
-
|
-
|
-
|
|||||
Line of Credit
|
1,945,839
|
1,945,839
|
||||||||
Promissory Notes Payable
|
5,386,319
|
5,386,319
|
-
|
-
|
-
|
|||||
$
|
9,886,349
|
$
|
9,886,349
|
$
|
-
|
$
|
-
|
-
|
As at June 30, 2011, the Company has borrowed $9,886,349. The Company will continue to use the funds available from the line of credit to cover administrative overhead and product development requirements until such time it can establish cash flows from operations. In the next six months, the Company anticipates the amount borrowed from the line of credit increase compare to the past six months as it continues to seek reimbursement opportunities and support clinical trials for the HeC.
Off Balance Sheet Arrangements
The Company has no off balance sheet financing arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material to investors.
-30-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on this assessment, we found our internal and disclosure controls over financial reporting to be deficient for the following reasons:
1)
|
lack of a functioning audit committee and lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
|
2)
|
insufficient written policies and procedures for reporting requirements and accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
|
3)
|
ineffective internal control over financial reporting
|
While the Company is working to remedy these deficiencies as its business activities evolve, there were no changes in our internal or disclosure controls over financial reporting during the three month period ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Accounts payable and accrued liabilities as of December 31, 2010 includes $180,666 (December 31, 2009 -$180,666) of amounts owing to a supplier, which the Company has previously disputed and has refused to provide payment. The amount payable stems from services provided during 2004. The vendor has not sought any actions to collect the amounts and management does not expect to ever pay this amount. Management asserts that the Company has no obligation to the vendor as the vendor did not perform the work sought as expected and the Company never took possession of the end product. The outcome of this matter cannot be determined at this time. Any additional liability realized, if any, will be recognized once the amount is determinable. Any gain on settlement of the account payable will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.
During 2009 the following judgment was rendered: Niblock Financial Systems, Inc. et al v. ALR Technologies, Inc. Forsyth Count North Carolina File Number 0-9-CVS-2220. The judgment against the Company was in the amount of $600,000 in favor of Niblock Financial Systems, Inc. and $550,000 in favor of Gordon Niblock, plus court costs and attorney’s fees. The judgment was rendered as a result of the Company’s failure to pay amounts due under several promissory notes. On September 30, 2009, subject to the entry of that judgment, the Company reached a Settlement Agreement with the two plaintiffs, resulting in a cash payment, a credit to the judgment and an assignment of the Judgment to Christine Kan. As part of the settlement, a former Director of the Company assigned debts of ALR to the plaintiffs. The debts originally having no terms of repayment were amended to have the following terms of repayment:
-31-
As part of the Settlement Agreement a director of the Company at the time assigned unsecured advances payable of the Company totaling $425,000 with no stated terms of interest or repayment to the plaintiffs. As part of the Settlement Agreement, the Company agreed to the following repayment terms:
- $300,000 repayable at a rate of $25,000 per month and
- $125,000 repayable in whole by January 15, 2011.
The plaintiffs (Niblock Financial Systems, Inc. et al) filed a motion of default against the Company (ALR Technologies, Inc.) in the Superior Court of Forsyth County, North Carolina (case number 10-CVS-685) for failure to meet the repayment terms of the $300,000 promissory note. On October 26, 2010, case 10-CVS-685 was heard and the court found in favor of the plaintiff, meaning the Company was ordered to repay full principle of $300,000 along with $10,918 of accrued interest initial from the original settlement date, being September 30, 2009. While the interest rate was not included in the original settlement agreement, the Company did not contest the inclusion of interest in the judgment. The Company has not made any repayments under the terms of the settlement agreement for either the loan totaling $300,000, the loan totaling $125,000, or the judgment reached against the Company. It is expected that the plaintiffs will file a motion for default on the promissory note repayable totaling $125,000.
Mr. Stan Link holds a note from the Company, which is in arrears. The matter was reduced to a Consent Judgment in the amount of $43,608.25 on April 13, 2009. This full amount is still outstanding and continues to accrue interest at the stated rate of the note.
On December 14, 2010, Ms. Irene Ho demanded that we repay her promissory note. No amount has been repaid to date and no terms were renegotiated. As of the date of this report, the total balance due is $365,000.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
As at June 30, 2011, the Company had promissory notes payable and related interest payable, totalling $6,956,396 in default.
ITEM 5. OTHER INFORMATION
On May 4, 2011, the Company granted a stock option to Lawrence Weinstein, President of the Company, for services provided in getting the Company’s FDA submission completed. Mr. Weinstein was granted the option to purchase 1,000,000 restricted shares of common stock at an exercise price of $0.20 per until they expire May 3, 2016.
On May 24, 2011, the Company granted a stock option to Ken Robulak for consulting services provided. Mr. Robulak was granted the option to purchase 100,000 restricted shares of common stock at an exercise price of $0.20 per share until they expire May 23, 2016.
-32-
ITEM 6. EXHIBITS
The following Exhibits are attached hereto:
Incorporated by reference
|
|||||
Exhibit
|
Filed
|
||||
No.
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
3.1
|
Initial Articles of Incorporation.
|
10-SB
|
12/10/99
|
3.1
|
|
3.2
|
Bylaws.
|
10-SB
|
12/10/99
|
3.2
|
|
3.3
|
Articles of Amendment to the Articles of Incorporation, dated October 22, 1998.
|
10-SB
|
12/10/99
|
3.3
|
|
3.4
|
Articles of Amendment to the Articles of Incorporation, dated December 7, 1998.
|
10-SB
|
12/10/99
|
3.4
|
|
3.5
|
Articles of Amendment to the Articles of Incorporation, dated January 6, 2005.
|
8-K
|
1/20/05
|
3.1
|
|
10.1
|
Indemnity Agreement with Marcus Da Silva.
|
8-K
|
8/14/00
|
10.1
|
|
10.2
|
Purchase and Sales Agreement with Marcus Da Silva.
|
8-K
|
8/14/00
|
10.2
|
|
10.3
|
Project Agreement with Tandy Electronics (Far East) Ltd.
|
10-KSB
|
4/17/01
|
10.1
|
|
14.1
|
Code of Ethics.
|
10-KSB
|
4/14/03
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
99.1
|
Distribution Agreement with Mo Betta Corp.
|
10-SB
|
12/10/99
|
99.1
|
|
99.2
|
Pooling Agreement.
|
10-SB
|
12/10/99
|
99.2
|
|
99.3
|
Amended Pooling Agreement.
|
10-SB
|
12/10/99
|
99.3
|
|
99.4
|
Lock-Up Agreement.
|
10-SB
|
12/10/99
|
99.4
|
|
99.5
|
Termination Agreement with Michael Best.
|
10-SB
|
12/10/99
|
99.5
|
|
99.6
|
Termination Agreement with Norman van Roggen.
|
10-SB
|
12/10/99
|
99.6
|
|
99.7
|
Assignment Agreement.
|
10-SB
|
12/10/99
|
99.7
|
|
99.8
|
Distributorship Agreement.
|
10-SB/A
|
1/14/00
|
99.8
|
|
99.9
|
Settlement Agreement with 706166 Alberta Ltd., 745797 Alberta Ltd., Lorne Drever, Debbie MacNutt, Dean Drever, Sandra Ross and Sidney Chan.
|
8-K
|
2/02/00
|
99.1
|
|
99.10
|
Agreement to Provide Services with Horizon Marketing & Research, Inc.
|
10-KSB
|
4/17/01
|
99.1
|
|
99.11
|
Agreement to Provide Services with Dr. Jaroslav Tichy.
|
10-KSB
|
4/17/01
|
99.11
|
|
99.12
|
Agreement to Provide Services with Knight’s Financial Limited regarding Christine Kan.
|
10-KSB
|
4/17/01
|
99.12
|
|
99.13
|
Agreement to Provide Services with Knight’s Financial Limited regarding Sidney Chan.
|
10-KSB
|
4/17/01
|
99.13
|
|
99.14
|
Agreement to Provide Services with Bert Honsch.
|
10-KSB
|
4/17/01
|
99.14
|
|
99.15
|
Agreement to Provide Services with Kenneth Berkholtz.
|
10-KSB
|
4/17/01
|
99.15
|
|
99.16
|
Agreement to Provide Services with Jim Cleary.
|
10-KSB
|
4/17/01
|
99.16
|
|
99.17
|
Settlement agreement with Ken Robulak.
|
10-KSB
|
4/17/01
|
99.17
|
|
99.18
|
Agreement to Provide Services with RJF Management Resource Associates, LLC.
|
10-KSB
|
4/15/02
|
99.18
|
|
99.19
|
Audit Committee Charter.
|
10-KSB
|
4/14/03
|
99.1
|
|
99.20
|
Disclosure Committee Charter.
|
10-KSB
|
4/14/03
|
99.2
|
-33-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of August, 2011.
ALR TECHNOLOGIES, INC.
|
||
(Registrant)
|
||
BY:
|
SIDNEY CHAN
|
|
Sidney Chan
|
||
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer and Director
|
-34-
Incorporated by reference
|
|||||
Exhibit
|
Filed
|
||||
No.
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
3.1
|
Initial Articles of Incorporation.
|
10-SB
|
12/10/99
|
3.1
|
|
3.2
|
Bylaws.
|
10-SB
|
12/10/99
|
3.2
|
|
3.3
|
Articles of Amendment to the Articles of Incorporation, dated October 22, 1998.
|
10-SB
|
12/10/99
|
3.3
|
|
3.4
|
Articles of Amendment to the Articles of Incorporation, dated December 7, 1998.
|
10-SB
|
12/10/99
|
3.4
|
|
3.5
|
Articles of Amendment to the Articles of Incorporation, dated January 6, 2005.
|
8-K
|
1/20/05
|
3.1
|
|
10.1
|
Indemnity Agreement with Marcus Da Silva.
|
8-K
|
8/14/00
|
10.1
|
|
10.2
|
Purchase and Sales Agreement with Marcus Da Silva.
|
8-K
|
8/14/00
|
10.2
|
|
10.3
|
Project Agreement with Tandy Electronics (Far East) Ltd.
|
10-KSB
|
4/17/01
|
10.1
|
|
14.1
|
Code of Ethics.
|
10-KSB
|
4/14/03
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
99.1
|
Distribution Agreement with Mo Betta Corp.
|
10-SB
|
12/10/99
|
99.1
|
|
99.2
|
Pooling Agreement.
|
10-SB
|
12/10/99
|
99.2
|
|
99.3
|
Amended Pooling Agreement.
|
10-SB
|
12/10/99
|
99.3
|
|
99.4
|
Lock-Up Agreement.
|
10-SB
|
12/10/99
|
99.4
|
|
99.5
|
Termination Agreement with Michael Best.
|
10-SB
|
12/10/99
|
99.5
|
|
99.6
|
Termination Agreement with Norman van Roggen.
|
10-SB
|
12/10/99
|
99.6
|
|
99.7
|
Assignment Agreement.
|
10-SB
|
12/10/99
|
99.7
|
|
99.8
|
Distributorship Agreement.
|
10-SB/A
|
1/14/00
|
99.8
|
|
99.9
|
Settlement Agreement with 706166 Alberta Ltd., 745797 Alberta Ltd., Lorne Drever, Debbie MacNutt, Dean Drever, Sandra Ross and Sidney Chan.
|
8-K
|
2/02/00
|
99.1
|
|
99.10
|
Agreement to Provide Services with Horizon Marketing & Research, Inc.
|
10-KSB
|
4/17/01
|
99.1
|
|
99.11
|
Agreement to Provide Services with Dr. Jaroslav Tichy.
|
10-KSB
|
4/17/01
|
99.11
|
|
99.12
|
Agreement to Provide Services with Knight’s Financial Limited regarding Christine Kan.
|
10-KSB
|
4/17/01
|
99.12
|
|
99.13
|
Agreement to Provide Services with Knight’s Financial Limited regarding Sidney Chan.
|
10-KSB
|
4/17/01
|
99.13
|
|
99.14
|
Agreement to Provide Services with Bert Honsch.
|
10-KSB
|
4/17/01
|
99.14
|
|
99.15
|
Agreement to Provide Services with Kenneth Berkholtz.
|
10-KSB
|
4/17/01
|
99.15
|
|
99.16
|
Agreement to Provide Services with Jim Cleary.
|
10-KSB
|
4/17/01
|
99.16
|
|
99.17
|
Settlement agreement with Ken Robulak.
|
10-KSB
|
4/17/01
|
99.17
|
|
99.18
|
Agreement to Provide Services with RJF Management Resource Associates, LLC.
|
10-KSB
|
4/15/02
|
99.18
|
|
99.19
|
Audit Committee Charter.
|
10-KSB
|
4/14/03
|
99.1
|
|
99.20
|
Disclosure Committee Charter.
|
10-KSB
|
4/14/03
|
99.2
|
-35-