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

_________________________

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
February 23, 2005


ALR Technologies Inc.
 (Exact name of registrant as specified in its charter)

NEVADA

000-30414

30-0157702

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer ID)

114M Reynolda Village
Winston-Salem, NC 27106
 (Address of principal executive offices and Zip Code)

(336) 722-2254
 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 3.02     UNREGISTERED SALE OF EQUITY SECURITIES

On February 23, 2005, ALR Technologies, Inc. (the "Company") issued restricted shares of common stock in the amounts and to the persons set forth below. The securities were issued pursuant exemption from registration contained in section 4(2) of the Securities Act of 1993. The purchasers possessed all of the information contained in a registration statement and were sophisticated investors:

Number of Shares

Name and Address

Issue Price

15,000,000

Christine Kan
Vancouver, B.C.
Canada


$0.05 per share

1,000,000

Caroline Y O Kan
Singapore

$0.05 per share

1,250,000

Dr Clement C Wen
Baton Rouge, LA

$0.05 per share

1,250,000

Dr Mamie Y M Kan
Baton Rouge, LA

$0.05 per share

500,000

Sidney Chan
Vancouver, B.C.
Canada

$0.05 per share

400,000

Sue Suzuyo Yamamoto
Richmond, B.C.
Canada


$0.05 per share

500,000

J. Tichy Holdings Ltd
Delta, B.C.
Canada

$0.05 per share

300,000

Waveflight Online Inc.
Calgary, AB
Canada

$0.05 per share

3,400,000

Stanley Cruitt
Winston-Salem, NC


$0.05 per share

10,000,000

Gordon Niblock
Bermuda Run, NC


$0.05 per share

1,000,000

Brodie Baker
Bermuda Run, NC


$0.05 per share

200,000

Benny Morgan
Bermuda Run, NC


$0.05 per share

200,000

Ralph Simpson
Winston-Salem, NC


$0.05 per share

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated this 25th day of February, 2005.

 

ALR TECHNOLOGIES INC.
   
 

BY:

/s/ Sidney Chan
   

Sidney Chan
   

Chief Executive Officer