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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

x  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 
 
OR   
 
¨  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
  For the transition period from to 

Commission File Number 0-30414

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

NEVADA
(State of other jurisdiction of incorporation or organization)

114M Reynolda Village
Winston-Salem, North Carolina 27106
(Address of principal executive offices)

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 7, 2008: 76,078,446.

The Registrant is a Shell company. Yes ¨  No x

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PART I. FINANCIAL INFORMATION

ITEM 1.     INTERIM FINANCIAL STATEMENTS

ALR TECHNOLOGIES INC.
Interim Balance Sheets
($ United States)

         
    March 31    December 31 
    2008    2007 
    (Unaudited)    (Audited) 
Assets         
Current assets:         
Cash  $  413  $  2,973 
Accounts receivable, net of allowance of $2,530         
   (December 31, 2007 - $2,530)    5,053    4,221 
Inventories (note 3)    100,919    78,922 
Prepaid expenses and deposits    100    - 
 
    106,485    86,116 
Equipment, net of accumulated depreciation    4,174    4,480 
Deferred interest expenses    100,800    - 
 
  $  211,459  $  90,596 
 
Liabilities and Shareholders' Deficiency         
Current liabilities:         
Accounts payable and accrued liabilities  $  1,148,843  $  1,119,545 
Payroll payable    22,352    18,458 
Interest payable (note 7)    2,103,359    1,942,463 
Advances payable (note 7)    1,983,304    1,832,729 
Promissory notes payable - current portion (notes 4 and 7)    5,940,660    5,946,578 
 
    11,198,518    10,859,773 
Promissory notes payable (notes 4 and 7)    60,000    - 
    11,258,518    10,859,773 
 
Shareholders' deficiency         
Capital stock (note 5)    76,078    76,078 
       350,000,000 common shares with a par value of $0.001 per share authorized         
         76,078,446 issued         
(December 31, 2007 - 76,078,446)         
Additional paid-in capital    13,199,560    12,951,235 
Deficit    (24,322,697)    (23,796,490) 
 
    (11,047,059)    (10,769,177) 
 
  $  211,459  $  90,596 
 
 
Basis of presentation (Note 1)         
Commitments (Note 4)         
Contingency (Note 6)         
Related party transactions (Notes 4 and 7)         


See accompanying notes to interim financial statements
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ALR TECHNOLOGIES INC.
Interim Statement of Loss and Deficit
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)
 
 
    2008    2007 
 
Revenue         
   Sales  $  1,739  $  114,764 
   Cost of sales    28    5,786 
 
    1,711    108,978 
 
Expenses         
   Depreciation    306    425 
   Development costs    190,814    54,186 
   Foreign exchange (gain) loss    (6,776)    2,259 
   Interest    168,396    166,480 
   Professional fees    14,280    16,503 
   Rent    13,189    9,507 
   Selling, general and administration    147,709    159,471 
 
    527,918    408,831 
Net loss    (526,207)    (299,853) 
Deficit, beginning of period    (23,796,490)    (22,216,984) 
 
Deficit, end of period  $  (24,322,697)  $  (22,516,837) 
 
 
Loss per share, basic and diluted  $  (0.01)  $  - 
 
Weighted average shares         
   Outstanding - basic and diluted    76,078,446    76,078,446 

 

 

 

 

 

 

 

See accompanying notes to interim financial statements
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ALR TECHNOLOGIES INC.
Interim Statement of Shareholders' Deficiency and Comprehensive Loss
($ United States)
Three Months Ended March 31, 2008 and Year Ended December 31, 2007
(Unaudited)
 
                Accumulated      
  Capital Stock    Additional      Other   Total  
  Number       Paid in      Comprehensive   Shareholders'  
  of Shares   Amount    Capital  Deficit   Income   Deficiency  
 
Balance, December 31, 2006  76,078,446 $  76,078  $ 12,851,548  $          (22,216,984 )  $  37,164 $  (9,252,194 ) 
Financing cost of stock options                       
issued in consideration of                       
promissory notes payable                       
   non-related parties  -   -    12,458  -   -   12,458  
 
Compensating cost of stock                       
options issued or vested for                       
Services:                       
   non-related parties  -   -    39,838  -   -   39,838  
 
Compensating cost of stock                       
options issued for product                       
Development:                       
   non-related parties  -   -    47,391  -   -   47,391  
 
Write-off accumulated other                       
   income                (37,164 )  (37,164 ) 
 
Net loss  -   -    -  (1,579,506 )  -   (1,579,506 ) 
 
Balance, December 31, 2007  76,078,446 $  76,078  $ 12,951,235  $           (23,796,490 )  $  $  (10,769,177 ) 
 
Financing cost of stock options                       
issued in consideration of                       
promissory notes payable:                       
   non-related parties  -   -    104,534  -   -   104,534  
 
Compensating cost of stock                       
options issued for product                       
development                       
   director          129,467          129,467  
   non-related parties  -   -    14,324  -   -   14,324  
 
Net loss  -   -    -  (526,207 )  -   (526,207 ) 
 
Balance, March 31, 2008  76,078,446 $  76,078  $ 13,199,560  $           (24,322,697 )  $  - $   (11,047,059 ) 

 

 

See accompanying notes to interim financial statements
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ALR TECHNOLOGIES INC.
Interim Statement of Cash Flows
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)
 
 
    Three Months Ended 
               March 31   
    2008    2007 
 
Cash flows from operating activities:         
Cash received from customers  $  907  $  107,131 
Cash paid to suppliers and employees    (59,701)    (113,087) 
Interest paid    (3,766)    (2,846) 
 
Net cash used in operating activities    (62,560)    (8,802) 
 
Cash flows from financing activities:         
Bank indebtedness    -    385 
Promissory notes payable    60,000    - 
 
Net cash provided by financing activities    60,000    385 
 
Increase (decrease) in cash during the period    (2,560)    (8,417) 
Cash, beginning of    2,973    8,417 
 
Cash, end of period  $  413  $   
 
Non-cash financing activities:         
 
Financing cost of stock options         
issued in consideration for         
promissory notes payable    3,734    - 
 
Compensation cost of         
stock options issued         
for services    143,791    - 
 
 
  $  147,525  $  - 

 

 

 

See accompanying notes to interim financial statements
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ALR TECHNOLOGIES INC.
Notes to Interim Financial Statements
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)


1. Basis of presentation

ALR TECHNOLOGIES, INC. (the "Company") 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. 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 heath care professionals to remotely monitor and intervene as necessary if a person is noncompliant.

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles 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.

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 repay its current obligations and fund working capital and its ability to achieve profitable operations. All of the Company's debt financing is either due on demand or is overdue and now due on demand. The Company will seek to obtain creditors' consents to delay repayment of these outstanding promissory notes payable until it is able to replace this financing 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. Management plans to obtain financing through the issuance of shares on the exercise of options and warrants and through future common share private placements. Management hopes to realize sufficient sales in future periods to achieve profitable operations. The resolution of the going concern issue is dependent upon the realization of management's plans. There can be no assurance provided that the Company will be able to raise sufficient debt or equity capital, from the sources described above, on satisfactory terms. If management is unsuccessful in obtaining financing or in achieving profitable operations, the Company will be required to cease operations. The outcome of these matters cannot be predicted at this time.

The financial statements do not give effect to any adjustments which could be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts differing from those reflected in the financial statements.


2. Significant accounting policies

The information included in the accompanying interim financial statements is unaudited and should be read in conjunction with the annual audited financial statements and notes thereto contained in the Company's Report on Form 10-KSB for the fiscal year ended December 31, 2007. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the entire fiscal year.

 

 

 

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ALR TECHNOLOGIES INC.
Notes to Interim Financial Statements
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)


(a) Stock-based compensation:

Prior to January 1, 2006, the Company applied APB Opinion No. 25 in accounting for its stock options issued to directors and employees. Effective January 1, 2006, the Company applies FASB No. 123R in accounting all its stock options issued.


3. Inventories

The Company's inventories consists of product parts and finished goods inventories. The Company has expended significant efforts introducing its Human Prescription Reminders ("Med Reminders") to disease management companies, home care companies, pharmaceutical manufacturers, health management organizations, pharmacy benefits managers and certain clinics treating specific disease conditions. Sales to March 31, 2008 have not been sufficient for the Company to realize its investment in these inventories. Management plans to recover its investment in inventories through sales via the channels indicated above and through international markets. As of March 31, 2008, management had recorded a provision of $243,275 (December 31, 2007 - $243,275) in respect of its Med Reminder inventory. Further information on this provision is included in the notes to the Company's December 31, 2007 financial statements.

The alternate use of this inventory is limited and, accordingly, if management is not successful in its plans, further write-downs to its investment in inventories may be required in the near term. The outcome of this matter cannot be predicted at this time.


4. Promissory notes payable

During the year ended December 31, 2007, the Company received a total of $75,000 from a non-related party in exchange for promissory notes payable. The promissory note is due on demand with interest at 1.0% per month and is unsecured. As further consideration, 300,000 options exercisable into common shares of the Company at an exercise price of $0.25 per share until May 31, 2017 were issued (see note 5(b)).

During the three months ended March 31, 2008, the Company entered into an agreement with a non-related party whereby the Company will receive a total $450,000 over a four-month period starting from March 2008 in exchange for promissory notes payable. The promissory note is due on demand with interest at 1.0% per month and is unsecured. As further consideration, 1,800,000 options exercisable into common shares of the Company at an exercise price of $0.25 per share until March 31, 2013 were issued (see note 5(b)). In March 2008, the Company received $60,000 under this agreement.

 

 

 

F-6

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ALR TECHNOLOGIES INC.
Notes to Interim Financial Statements
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)

During the three month period ended March 31, 2008, a promissory note repayable in Canadian dollars to a director 
decreased by $5,917 due to favorable exchange rate changes with the United States dollars.       
 
    March 31   December 31 
    2008   2007 
       Promissory notes payable to relatives of directors:         
 
       Promissory notes payable to a relative of a director, secured by a general security         
       agreement bearing interest at the rate of 1% per month, due on demand  $  1,910,000 $  1,910,000 
 
       Promissory notes payable to a relative of a director, secured by a general security         
       agreement bearing interest at the rate of 1.25% per month, due on demand    251,347   251,347 
 
       Promissory notes payable to relatives of a director, secured by a general security         
       agreement bearing interest at the U.S. bank prime rate plus 1%, due on demand    500,000   500,000 
 
       Promissory notes payable, unsecured, from relatives of a director, bearing interest         
       at 0.625% per month, with $50,000 repayable on October 5, 2004 and $60,000         
       repayable on July 28, 2006, which did not occur; currently due on demand with         
       the same interest rate    110,000   110,000 
 
       Promissory notes payable, unsecured, from relatives of a director, bearing interest         
       at 1% per month, due on demand    295,000   295,000 
    3,066,347   3,066,347 
       Promissory notes payable to directors:         
 
       Promissory note payable to a director, unsecured, bearing interest at 1% per         
       month, due on demand (Cdn $151,000)    146,901   152,819 
    146,901   152,819 
       Promissory notes payable to unrelated parties:         
 
       Promissory notes payable, unsecured, bearing interest at 1% per month, with         
       $50,000 repayable on December 31, 2004, which did not occur; currently all due         
       on demand with the same interest rate    2,186,500   2,186,500 
 
       Promissory notes payable, unsecured, bearing interest at 0.625% per month, with         
       $40,000 repayable on December 31, 2004, which did not occur; currently all due         
       on demand with the same interest rate    40,000   40,000 
 
       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, which did not occur; currently all due on demand    230,000   230,000 
 
       Promissory note payable, unsecured, non-interest bearing, repayable on July 17,    270,912   270,912 
       2005, which did not occur; currently due on demand         
 
    2,727,412   2,727,412 
     Total current promissory notes payable    5,940,660   5,946,578 
 
     Promissory note payable, unsecured, bearing interest at 1% per month, repayable on         
     September 30, 2009    60,000   - 
  $  6,000,660 $  5,946,578 

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ALR TECHNOLOGIES INC.
Notes to Interim Financial Statements
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)


5. Capital stock

a) Authorized share capital:

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

b) Stock options:

The Company accounts for its employee stock-based compensation arrangements in accordance with provisions of SFAS No. 123R “Share Based Payments”.

During the three months ended March 31, 2008, the Company irrevocably committed to grant 5,650,000 options. Of the total granted, 3,000,000 were granted with certain vesting conditions. 1,800,000 options were granted and vested in consideration of providing $450,000 loan to the Company. Compensation cost related to these options, being the fair value of the options, has been estimated to be $104,534 of which $3,734 were charged to interest expense and $100,800 were charged to deferred interest expense. The balance of the 850,000 stock options were granted for services and vested immediately. Compensation costs related to these options, being the fair value of the options, have been estimated to be $143,791 of which $129,467 has been charged to product development costs and $14,324 to selling, general and administrative expense. The weighted average per share fair value of these options issued in the period was $0.14. The fair value of the options was determined using the Black Scholes option pricing model, using the expected life of the options of 5 years, volatility factors of 187%, risk-free interest rates of 2.76% and no assumed dividend rate.

The Company has irrevocably committed to grant options to purchase common shares of the Company as follows:

  Three Months Ended  Year Ended 
  March 31, 2008 December 31, 2007 
      Weighted      Weighted 
      Average      Average 
  Number of    Exercise  Number of    Exercise 
  Shares    Price  Shares    Price 
 
Outstanding, beginning of period  118,196,463  $  0.25  115,876,463  $  0.25 
Granted  5,650,000    0.25  2,900,000    0.25 
Expired or cancelled  (1,465,000)    0.25  ( 580,000)    0.25 
Outstanding, end of period  122,381,463  $  0.25  118,196,463  $  0.25 

The number of options outstanding and exercisable and the remaining contractual lives (in years) of the options at March 31, 2008 were as follows:

Options Outstanding
    Number of  Contractual  Number of 
    Options  Lives  Options 
  Exercise Price  Outstanding  Remaining  Exercisable 
 
$  0.25  122,381,463  0.01 to 9.17  94,856,463 

On May 17, 2007, the Company agreed to offer the certain optionees holding a total of 110,540,463 stock options to have the expiry dates of the pertinent stock option agreements to May 17, 2017 subject to formal acceptance by optionees by returning executed stock option agreements and extension agreements to the Company on or before August 31, 2007 However, the Company has decided to delay this offer until a later date.

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ALR TECHNOLOGIES INC.
Notes to Interim Financial Statements
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)


5. Capital stock (continued)

Unvested options at March 31, 2008 consist of 27,525,000 options which will vest based on achieving certain sales and performance targets, including 19,250,000 to three directors and 250,000 to a relative of a director of the Company. Compensation cost related to the unvested options is recorded over the service period or in the period in which the sales or performance targets are achieved or probable of being achieved.


6. Contingency

Accounts payable and accrued liabilities as of March 31, 2008 includes $180,666 (December 31, 2007 -$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. The gain on settlement of the account payable, if any, will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.


7. Related party transactions

Related party transactions for the three months ended March 31, 2008 and 2007 included the following:

    2008  2007 
 
Financing cost related to vested options       
issued in consideration of services:       
       Directors and officers  $  129,467   $ - 
 
Interest       
       Directors and officers    4,686  7,357 
       Relatives of directors    86,246  88,128 
 
Compensation       
       Directors and officers    94,950  94,950 
       Relatives of directors    9,000  10,098 
      - 
 
  $  324,349   $ 200,533 

All transactions with related parties were incurred in the normal course of operations and measured at the exchange amount, which is the amount of considerations established and agreed upon by the transacting parties.

 

 

 

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ALR TECHNOLOGIES INC.
Notes to Interim Financial Statements
($ United States)
Three Months Ended March 31, 2008 and 2007
(Unaudited)


7. Related party transactions (continued)

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 irrevocably committed to related parties have been recorded at their estimated fair value as disclosed note 5(b).


8. Reconciliation of net loss to net cash used in operating activities
 
     
 
    Three Months Ended 
    March 31
    2008    2007 
Net loss for the period  $  (526,207)     $ (299,853) 
Add items not affecting cash:       
Depreciation    306  425 
Foreign exchange on note payable    (5,918)  1,394 
Compensation cost of options       
   product development    143,791  - 
Financing of option issued in consideration       
    for promissory notes payable    3,734  - 
Non-cash working capital items:       
Receivable and advances    (832)  (7,633) 
Inventories    (21,997)  8,231 
Prepaid expenses and deposits    (100)      3,498 
Accounts payable and accrued liabilities    38,406  42,887 
Payroll payable    (5,214)  - 
Interest payable    160,896  163,634 
Advances payable    150,575    78,615 
  $  (62,560)     $ (8,802) 


9. Subsequent event

Subsequent to the period end, the Company incorporated a wholly owned subsidiary in Canada.

 

 

 

 

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS

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-KSB for the year ended December 31, 2007. Except for the description of historical facts contained herein, the Form 10-QSB 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.

Critical Accounting Policies

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

     Basis of Presentation. The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. As described in note 1 to the interim financial statements, at March 31, 2008, there are certain conditions that exist which raise substantial doubt about the validity of this assumption. The Company's ability to continue as a going concern is dependent upon continued financial support of its creditors and its ability to obtain financing to repay its current obligations and fund working capital and its ability to achieve profitable operations. The Company will seek to obtain creditors consent to delay repayment of its outstanding promissory notes payable until it is able to replace this financing with funds generated from operations, replacement debt or from equity financing 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. Management plans to obtain financing through the issuance of additional debt, the issuance of shares on the exercise of options and warrants and through future common share private placements. Management hopes to realize sufficient sales in future years to achieve profitable operations. Failure to achieve management's plans may result in the Company curtailing operations or writing assets and liabilities down to liquidation values, or both.

-12-


     Inventories. Inventories are recorded at the lower of cost, determined on a weighted average cost basis, and net realizable value. Net realizable value reflects the current estimated net selling price or value in use of the item in inventory in a non-forced sale. The Company assesses the need for inventory write-downs based on its assessment of the estimated net realizable value using assumptions about future demand and market conditions. When the results of these assumptions differ from the Company's projections, an additional inventory write-down may be required.

     Options and warrants issued in consideration for debt. The Company allocates the proceeds received from long term debt between the liability and the options and warrants issued in consideration for the debt, based on their relative fair values, at the time of issuance. The amount allocated to the options or warrants is recorded as additional paid in capital and as a discount to the related debt. The discount is amortized to interest expense on a yield basis over the term of the related debt. Options and warrants are valued using an option pricing model which requires estimates of the expected lives of the awards, volatility, risk-free interest rates and dividend rates. Changes in these assumptions will impact the allocation of the consideration, including the amounts ultimately charged against income as interest expense.

     Revenue recognition. The Company recognizes sales revenue at the time of delivery when title has transferred to the customer, persuasive evidence of an arrangement exists, the fee is fixed and determinable and the sales proceeds are collectible. Provisions are recorded for product returns based on historical experience. Sales revenue, in transactions for which the Company does not have sufficient historical experience, is recognized when the return privilege period has expired. Changes in sales terms could materially impact the extent and timing of revenue recognition.

     Results of Operations Management is focusing the majority of its efforts on introducing and marketing its line of medication reminders and compliance systems to the health management industry. ALRT Med Reminders are being marketed and sold directly to disease management companies, health insurance providers, pharmaceutical manufacturers, retail pharmacy chains and to organizations representing specific therapeutic categories. The Company is first targeting customers located in United States because of market potential but has also established selling operations/agreements for sales and distribution in Canada, Europe, Australia and South America.

     Contracts with companies that will provide selling support to medical supply companies and health services providers as well as contracts with companies that sell directly to institutions and large medical practices were completed in 2004. Additional contracts are in process as the Company completes development of its home health monitoring system. The Company will also utilize advertising/promotion and publicity activities to pharmaceutical manufacturers, contract research organizations, independent pharmacies and consumers.

     Sales revenue was $1,739 in the quarter ended March 31, 2008 as compared to $114,764 in the quarter ended March 31, 2007. The decrease in sales is mainly due to the Company's decision to phase out older generation of its products and concentrate its effort to develop ALRT500.

     Development costs were $190,814 for the quarter ended March 31, 2008 as compared with $54,186 for the quarter ended March 31,2007. Development costs incurred during the first quarter of 2008 related to the allocation of additional programming resources required for the development of the

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ALRT500 LCD (Liquid Crystal Display) Med Reminders and the ALRT Interactive Response System (AIRS). Development costs for the three months ended March 31, 2008 and 2007 include $143,791 and $Nil, respectively, of non-cash compensation costs related to options issued for services in the period.

     Interest expense was $168,396 for the quarter ended March 31, 2008 as compared with $166,480 for the quarter ended March 31, 2007. The amount for the current quarter included $3,734 relating to options issued in exchange for $450,000 loan to be received during the period from March to June 2008. The Company continues to rely on debt financing and cost to obtain extensions on debt obligations.

     Professional fees were $14,280 for the quarter ended March 31, 2008 as compared with $16,503 for the quarter ended March 31, 2007. Fees were lower primarily due to lesser accounting and audit services obtained in the period.

     The selling, general and administrative expenses were $147,709 for the quarter ended March 31, 2008 as compared to $159,471 for the quarter ended March 31, 2007. The decrease relates primarily to lower investor relations activities during the current period.

     Net loss of $526,207 for the quarter ended March 31, 2008 increased significantly from a loss of $299,853 for the same quarter in 2007 mainly due to increase in product development and interest expenses plus decrease in sales. The largest component of this decrease was the non-cash interest and compensation costs related to options issued for product development and loan.

Liquidity and Capital Resources

Cash Balances and Working Capital

     As of March 31, 2008, the Company's cash balance was $413 compared to $2,973 as of December 31, 2007. As of March 31, 2008, the Company had a working capital deficiency of $11,152,033 as compared to a working capital deficiency of $10,773,657 as of December 31, 2007.

Short and Long Term Liquidity

     As of March 31, 2008, the Company does not have the current financial resources and committed financing to enable it to meet its overheads, purchase commitments and debt obligations over the next 12 months.

     All of the Company's debt financing is either due on demand or has a maturity date of less than one year. 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. 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.

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Cash Provided by (Used in) Operating Activities

     Cash used by the Company in operating activities during the quarter was $62,560 in comparison with $8,802 during the same quarter last year. The increase was mainly due to lower cash received from the customers during the current quarter.

Cash Proceeds from Financing Activities

     During the three months ended March 31, 2008, the Company received $60,000 loan from a non-related party as compared to $Nil in the three months of 2007 from a relative of a director.

Off Balance Sheet Arrangements.

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

ITEM 3.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

     We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

     We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.


PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

     There were no legal proceedings in the quarter except as disclosed in Part I, Item 1.

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ITEM 2.     CHANGES IN SECURITIES

     There were no changes in securities.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

     There were no defaults upon senior securities in the period.

ITEM 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     No matters were submitted to security holders for a vote during the period.

ITEM 5.     OTHER MATTERS

     None.

ITEM 6.     EXHIBITS

     The following Exhibits are attached hereto:

Exhibit No.   Document Description 
21.1  Subsidiaries of ALR Technologies Inc. 
 
31.1  Certification of Principal Executive and Principal Financial Officer pursuant Section 302 
  of the Sarbanes-Oxley Act of 2002. 
 
32.1  Certification of Chief Executive and Chief Financial Officer pursuant Section 906 of the 
  Sarbanes-Oxley Act of 2002. 

 

 

 

 

 

 

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SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 15th day of May, 2008.

ALR TECHNOLOGIES INC. 
(Registrant) 
 
BY:  SIDNEY CHAN 
Sidney Chan, Chairman, Chief Executive
  Officer and a member of the Board of Directors 
 
BY:  STANLEY CRUITT 
  Stanley Cruitt, President and a Member of the 
  Board of Directors 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

    The following Exhibits are attached hereto:

Exhibit No.   Document Description 
21.1  Subsidiaries of ALR Technologies Inc. 
 
31.1  Certification of Principal Executive and Principal Financial Officer pursuant Section 302 
  of the Sarbanes-Oxley Act of 2002. 
 
32.1  Certification of Chief Executive and Chief Financial Officer pursuant Section 906 of the 
  Sarbanes-Oxley Act of 2002. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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