10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015
	OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-30414

ALR TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

88-0225807

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

7400 Beaufont Springs Drive Suite 300

Richmond, VA 23225

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

(804) 554-3500

(Telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 242,777,909 as of November 13, 2015.

ALR TECHNOLOGIES INC.

Index

PART I.  FINANCIAL INFORMATION
Item 1.	Interim Financial Statements.
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited)	4
	Condensed Consolidated Statements of Cash Flows (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	33
Item 4.	Controls and Procedures.	33
	PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings.	33
Item 1A.	Risk Factors.	33
Item 3.	Defaults Upon Senior Securities.	33
Item 5.	Other Information.	33
Item 6.	Exhibits.	34
Signatures		35
Exhibit Index		36

 PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

ALR TECHNOLOGIES INC.

Condensed Consolidated Balance Sheets

($ United States)

	September 30, 2015 (unaudited)			December 31, 2014
Assets
Current assets:
Cash	$	30,956		$	58,842
Prepaid expenses and other		5,855			6,710
Total assets	$	36,811		$	65,552
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	1,066,441		$	1,055,468
Interest payable		3,006,850			2,620,172
Lines of credit from related parties		10,626,471			8,798,364
Promissory notes payable to related parties		2,861,966			2,861,966
Promissory notes payable to unrelated parties		2,424,353			2,424,353
Total liabilities		19,986,081			17,760,323
Stockholders' Deficit
Preferred stock:
Authorized: 500,000,000 (December 31, 2014 - 500,000,000) shares of preferred stock with a par value of $0.001 per share
Shares issued and outstanding: No (December 31, 2014 - No) shares of preferred stock were issued and outstanding
Common stock
Authorized: 2,000,000,000 (December 31, 2014 - 500,000,000) shares of common stock with a par value of $0.001 per share
Shares issued and outstanding: 242,777,909 shares of common stock (December 31, 2014 – 242,777,909 shares of common stock).		242,777			242,777
Additional paid-in capital		40,686,246			37,355,956
Accumulated deficit		(60,878,293	)		(55,293,504	)
Stockholders’ deficit		(19,949,270	)		(17,694,771	)
Total liabilities and stockholders’ deficit	$	36,811		$	65,552

 See accompanying notes to the condensed consolidated financial statements.

Table of Contents  1

ALR TECHNOLOGIES INC.

Condensed Consolidated Statements of Operations

($ United States)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
Expenses
General, selling and administration	$	187,359		$	306,812		$	635,552		$	779,622
Product development costs		131,068			129,431			408,769			385,475
Professional fees		45,395			61,666			167,555			215,796
Loss from operations		363,822			497,909			1,211,877			1,380,893
Other expenses (income)
Foreign exchange gain loss		(1,278	)		—			(2,810	)		—
Gain on settlement of debt		—			—			—			(88,500	)
Interest		408,332			376,427			4,375,722			4,335,619
Total other expenses		(407,054	)		(376,427	)		(4,372,912	)		(4,247,119	)
Net loss	$	(770,876	)	$	(874,336	)	$	(5,584,789	)	$	(5,628,012	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.02	)
Weighted average shares outstanding, - basic and diluted		242,777,909			241,714,722			242,777,909			240,456,297

 See accompanying notes to the condensed consolidated financial statements.

Table of Contents  2

ALR TECHNOLOGIES INC.

Condensed Consolidated Statements of Cash Flows

($ United States)

(Unaudited)

	Nine Months Ended
	September 30,
	2015			2014
OPERATING ACTIVITIES
Net loss	$	(5,584,789	)	$	(5,628,012	)
Stock-based compensation-product development costs		12,899			17,847
Stock-based compensation-selling, interest expenses		3,184,459			3,296,342
Stock-based compensation-general, selling and administration		18,412			105,045
Stock-based compensation-professional fees		2,989			44,610
Gain on settlement of debt		—			88,500
Non-cash imputed interest expenses		111,531			74,084
Accrued interest on line of credit		690,658			509,749
Changes in operating assets and liabilities:
Increase in prepaid expenses		855			1,225
Increase in accounts payable and accrued liabilities		10,973			2,466
Increase in interest payable		386,678			416,262
Net cash used in operating activities		(1,165,335	)		(1,160,380	)
FINANCING ACTIVITIES
Proceeds from borrowings on line of credit		1,137,449			1,179,850
Net cash provided by financing activities		1,137,449			1,179,850
Change in cash		(27,886	)		19,470
Cash, beginning of period		58,842			29,558
Cash, end of period	$	30,956		$	49,028
Supplemental information:
Shares issued to settle liabilities	$	—		$	86,000

See accompanying notes to the condensed consolidated financial statements.

Table of Contents  3

ALR TECHNOLOGIES INC.

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

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) in U.S dollars and on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future. Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the nine month periods ended September 30, 2015 and 2014 of $5,584,789 and $5,628,012. In addition, losses incurred for the years ended December 31, 2014 and 2013 were $6,435,550 and $2,997,229. As of September 30, 2015, the Company is currently unable to self-finance its operations, has a working capital deficit of $19,949,270 (December 31, 2014 - $17,694,771), accumulated deficit of $60,878,293 (December 31, 2014 - $55,293,504), limited resources, no source of operating cash flow, and no assurance that sufficient funding will be available to conduct continued product development activities. If the Company is able to finance its required product development activities, there is no assurance the Company’s current projects will be commercially viable or profitable. The Company has debts comprised of accounts payable, interest, lines of credit and promissory notes payable totaling $19,986,081 currently due, due on demand or considered delinquent. There is no assurance that the Company will not face additional legal action from creditors regarding delinquent accounts payable, payroll payable, promissory notes and interest payable. Any one or a combination of these above conditions could result in the failure of the business and cause the Company to cease operations.

The Company’s ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s product line and ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. Management has obtained short-term financing from related parties through lines of credit facilities with available borrowing in principal amount up to $9,000,000 (As of September 30, 2015 the total principal balance outstanding was $8,234,722). 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 lenders in the line of credit arrangements will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term financing or achieving long-term profitable operations, the Company will be required to cease operations.

All of the Company’s debt is either due on demand or is in default, 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 some of the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. In the past, creditors have successfully commenced legal action against the Company to recover debts outstanding. In those instances, the Company was able to obtain financing from related parties to cover the verdict or settlement; however, there is no assurance that the Company would be able to obtain the same financing in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.

The Company’s activities will necessitate significant uses of working capital beyond 2015. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued product development and distribution efforts. The Company plans to continue financing its operations with the lines of credit it has available.

Table of Contents  4

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

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

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 unaudited condensed consolidated financial statements as of September 30, 2015 and for the period then ended have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 the financial position as of September 30, 2015 and December 31, 2014 and the results of operations, and cash flows as of September 30, 2015 and 2014, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC.

The results of operations for the nine month period ended September 30, 2015, are not necessarily indicative of the results to be expected for the full year.

3. Interest, Advances and Promissory Notes Payable

a) Interest payable

A summary of the interest payable activity is as follows:

Balance, December 31, 2013	$	2,075,017
Interest incurred on judgement against Company (note 6(b))		29,583
Interest incurred on promissory notes payable		128,893
Balance, December 31, 2014		2,620,172
Interest incurred on promissory notes payable		386,678
Balance, September 30, 2015 (unaudited)	$	3,006,850

Interest payable is to the following:

	September 30,		December 31,
	2015 (unaudited)		2014
Related parties	$	1,582,420	$	1,352,750
Non-related parties		1,424,430		1,267,422
	$	3,006,850	$	2,620,172

Table of Contents  5

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

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

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

b) Promissory notes payable:

Promissory notes payable		September 30, 2015 (unaudited)		December 31, 2014
Unsecured promissory notes payable to unrelated lenders:
i.	Interest at 1% per month, repayable on March 31, 2009, due on demand	$	450,000	$	450,000
ii.	Interest at 1% per month, with $50,000 repayable on December 31, 2004, $75,000 repayable on August 18, 2007, $75,000 repayable on November 19, 2007 and the balance due on demand. All are due on demand, accruing interest at the same rate.		887,455		887,455
iii.	Interest at 0.625% per month, with $50,000 repayable on October 5, 2004, $40,000 repayable on December 31, 2004, and $60,000 repayable on July 28, 2006, all due on demand		150,000		150,000
iv.	Non-interest-bearing, repayable on July 17, 2005, due on demand		270,912		270,912
v.	Non-interest-bearing loan repayable at $25,000 per month beginning October 2009, none repaid to date		310,986		310,986
vi.	Interest at 0.667% per month due January 15, 2011, none repaid to date		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		230,00
Total Arm’s Length Promissory Notes		$	2,424,353	$	2,424,353

c) Promissory notes payable to related parties:

Promissory notes payable to relatives of directors collateralized by a general security agreement on all the assets of the Company, due on demand:		September 30, 2015 (unaudited)	December 31, 2014
i.	Interest at 1% per month	845,619	$	845,619
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 director, bearing interest at 1% per month, due on demand		1,465,000		1,465,000
Total Related Party Promissory Notes		$2,861,966		2,861,966

d) Interest expense

During the nine months ended September 30, 2015, the Company incurred interest expense of $4,375,722 (2014: $4,335,619) substantially as follows:

Table of Contents  6

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

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

• $386,678 (2014: $416,261) incurred on promissory notes payables as shown in note 3(a);

• $690,658 (2014: $547,249) incurred on lines of credit payable, and

• $111,531 (2014: ($74,086) 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;

• $3,184,459 (2014: $3,296,342) incurred on stock options granted to creditors (note 5(c)).

4. Lines of Credit

As of September 30, 2015, the Company has lines of credit as follows:

Creditor		Interest Rate	Borrowing Limit		Repayment Terms	Amount Outstanding		Accrued Interest		Total		Security	Purpose
	Chairman	1% per Month	$	7,000,000	Due on Demand	$	6,234,722	$	1,434,031	$	7,668,753	General Security over Assets	General Corporate Requirements
	Wife of Chairman	1% per Month	$	2,000,000	Due on Demand		2,000,000		957,718		2,957,718	General Security over Assets	General Corporate Requirements
	Total					$	8,234,722	$	2,391,749	$	10,626,471

On May 29, 2015, the Company and its Chairman agreed to amend the existing line of credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $5,500,000 to $7,000,000. All other terms and conditions remain unaltered.

As of December 31, 2014, the Company had lines of credit as follows:

Creditor		Interest Rate	Borrowing Limit		Repayment Terms	Amount Outstanding		Accrued Interest		Total		Security	Purpose
	Chairman	1% per Month	$	5,500,000	Due on Demand	$	5,097,273	$	923,374	$	6,020,647	General Security over Assets	General Corporate Requirements
	Wife of Chairman	1% per Month	$	2,000,000	Due on Demand		2,000,000		777,718		2,777,718	General Security over Assets	General Corporate Requirements
	Total					$	7,097,273	$	1,701,091	$	8,798,364

Table of Contents  7

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock

a) Authorized share capital

2,000,000,000 shares of common stock with a par value of $0.001 per share and 500,000,000 shares of preferred stock with a par value of $0.001 per share.

b) Issued share capital

During the period ended September 30, 2015:

There were no issuances for the nine month period ended September 30, 2015.

During the year ended December 31, 2014:

On May 21, 2014, consultants of the Company exercised their option to acquire 1,550,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company retired accounts payable of $135,000, resulting in a gain on settlement of debt of $88,500. The Company received full release of any additional claim to debt.

On August 15, 2014, a director of the Company exercised their option to acquire 1,250,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company retired accrued interest payable of $37,500.

On October 2, 2014, a consultant of the Company exercised their option to acquire 500,000 shares of common stock of the Company at an exercise price of $0.05 per share. As consideration, the Company retired accounts payable of $25,000 and received a full release of any additional claim to debt.

c) Stock options

During the period ended September 30, 2015:

On January 30, 2015, the Company granted the option to acquire 4,500,000 shares of common stock of the Company at a price of $0.03 per share for five years to 14 employees and consultants of the Company. The option to acquire the shares of common stock vest as follows:

• 650,000 at January 30, 2016,

• 650,000 at January 30, 2017,

• 1,050,000 at January 30, 2018,

• 1,050,000 at January 30, 2019, and

• 1,100,000 at January 30, 2020.

Included above, the respective option to acquire 500,000 shares of common stock granted to two consultants of the Company will only vest if the individual accepts a full-time role with the Company. The compensation expense recognized related to the vested stock options was $7,974. The compensation expense related to the unvested stock options to be recognized if the options vest is $34,884.

Table of Contents  8

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock (continued)

c) Stock options (continued)

On April 22, 2015, the Company’s Board of Directors reduced the exercise price of the option to acquire 12,900,000 shares of common stock held by 21 consultants, officers, directors and employees of the Company from $0.03 per share to $0.015 per share. To date, none of the option amendments have been finalized.

On May 29, 2015, in connection with the amendment to increase the borrowing limit on the line of credit provided by the Chairman to the Company, the Company:

• granted the right and option to purchase, an additional 330,000,100 shares of common stock at a price of $0.015 per share until May 29, 2020, and

• reduced the exercise price of the option to acquire 230,000,100 shares of common stock from $0.03 to $0.015 and extended the expiry date of the option to acquire those 230,000,100 shares of common stock to May 29, 2020.

The compensation expense recognized related to the option grants was $3,184,459. There was no additional compensation expense recognized as a result of the modification to the exercise price of the previously granted options.

The Company recorded $26,327 in compensation expense related to vesting of stock options granted in previous periods.

During the year ended December 31, 2014:

On February 7, 2014, the Company:

1) granted the option to acquire 300,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vest as follows:

• 150,000 at the time of the grant, and

• 150,000 one year from the date of grant.

The compensation expense recognized related to this option grant was $17,940.

2) granted the option to acquire 400,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vest as follows:

• 100,000 at the time of grant, and

• three respective performance conditions, each for the option to acquire 100,000 shares, with respect to sales and partnership arrangements for the Company’s Health-e-Connect product.

The compensation expense recognized related to this option grant was $2,990. The compensation expense related to the unvested stock options to be recognized if the options vest is $8,970.

Table of Contents  9

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock (continued)

c) Stock options (continued)

On April 1, 2014, the Company:

a) agreed to the following in exchange for amending the borrowing limit on its line of credit with the Chairman, increasing it from $4,000,000 to $5,500,000:

i. granted the option to acquire 83,333,400 shares of common stock of the Company at a price of $0.03 per share for a term of five years,

ii. modified the exercise price of the options to acquire 35,750,000 shares of common stock of the Company, granted June 2012, from $0.05 per share to $0.03 per share,

iii. modified the exercise price of the options to acquire 14,250,000 shares of common stock of the Company, granted December 2012, from $0.05 per share to $0.03 per share,

iv. modified the exercise price of the options granted January 2011 to the spouse of the Chairman, to acquire 20,000,000 shares of common stock of the Company from $0.05 per share to $0.03 per share, and

v. granted the option to the spouse of the Chairman to acquire 26,666,700 shares of common stock of the Company at an exercise price of $0.03 per share for a term of five years.

The compensation expense recognized related to the option grants was $3,280,929. There was no additional compensation expense recognized as a result of the modification to the exercise price of the previously granted options. These options were further modified May 29, 2015 as disclosed.

b) reduced the exercise price of 3,200,000 stock options from $0.05 per share to $0.03 per share. There was no additional compensation expense recognized as a result of the modification to the exercise price of these previously granted options. One individual, a Director of the Company, has exercised their option to acquire 1,250,000 shares of common stock which were modified during 2014.

c) allowed 500,000 stock options, with an exercise price of $0.03 per share, to vest. The options were previously to vest if the optionee entered into a full-time employment or equivalent role with the Company. The compensation expense recognized related to this option grant was $19,987.

On April 18, 2014, the Company:

a) granted the option to acquire 1,500,000 shares of common stock at a price of $0.03 per share for a term of five years to a Director of the Company. The options vested on May 19, 2014 when the individual assumed the role as President of the Company. The compensation expense recognized related to the option grant was $37,263.

b) granted the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years to a consultant of the Company. Options vest as follow:

• 100,000 shares vest immediately, and

• 400,000 shares vest upon the completion of a partnership with a specified major multinational pharmaceutical company.

The compensation expense recognized related to this option grant was $2,484. The compensation expense related to the unvested stock options to be recognized if the options vest is $9,937.

Table of Contents  10

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock (continued)

c) Stock options (continued)

On May 21, 2014, the Company:

a) granted a consultant the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years. Options vest as follow:

• 100,000 shares vest twelve months from the date of the grant,

• 200,000 shares vest twenty four months from the date of the grant, and

• 200,000 shares vest thirty six months from the date of the grant

The compensation expense recognized related to this option grant was $10,029. The compensation expense related to the unvested stock options to be recognized if the options vest is $4,890.

b) granted a consultant the option to acquire 100,000 shares of common stock at a price of $0.03 per share until June 27, 2017. This option to acquire 100,000 shares of common stock was exercised as part of a debt settlement agreement. The compensation expense recognized related to this option grant was $2,906.

c) entered into agreements with three consultants to modify the exercise price of their collective options to acquire 1,450,000 shares of common stock from $0.07 to $0.03. The options to acquire 1,450,000 shares of common stock was exercised as part of a debt settlement agreement. There was no additional compensation expense recognized related to this option modification.

On July 25, 2014, the Company granted two directors each the option to acquire 1,000,000 shares of common stock at a price of $0.03 per share for a term of five years. One of the directors exercised their option to acquire 1,000,000 shares of common stock of the Company. The compensation expense related to the option grants was $49,590.

On August 1, 2014, the Company:

a) granted a director the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years The compensation expense recognized was $12,393.

b) granted a consultant the option to acquire 250,000 shares of common stock at a price of $0.03 per share for a term of five years. The compensation expense was $6,196.

c) granted a consultant the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years subject to:

i. Consenting to act as an advisor to the Board of Directors of the Company;

ii. Satisfactory completion, at the sole discretion of the Board of Directors, of a six month term as an advisor to the Board of Directors

iii. Completion of an on-going arrangement with the Company in a material capacity immediately subsequent to the completion of the six month term referenced above in ii.

The compensation expense of $12,393 was recognized at the time the options vested.

Table of Contents  11

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock (continued)

c) Stock options (continued)

On August 26, 2014, the Company granted a creditor of the Company the option to acquire 2,000,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years. The options vest on the basis of 20 options for each dollar advanced to the Company to fund a public relations campaign. The option to acquire 500,000 shares of common stock has vested. The compensation expense recognized related to the vested stock options was $15,413. The compensation expense related to the unvested stock options to be recognized if the options vest is $46,238.

A summary of stock option activity is as follows:

	Nine Months Ended						Year Ended
	September 30, 2015 (unaudited)						December 31, 2014
	Number of			Weighted Average			Number of			Weighted Average
	Options			Exercise Price			Options			Exercise Price
Outstanding, beginning of period		245,700,100			0.030			130,550,000		$	0.04
Granted		334,500,100			0.015			118,550,100			0.03
Cancelled		—			—			(100,000	)		(0.07	)
Exercised		—			—			(3,300,000	)		(0.03	)
Expired		(1,200,000	)		(0.250	)		(3,300,000	)		(0.03	)
Outstanding, end of period		579,000,200			0.021			245,700,100		$	0.03
Exercisable, end of period		570,600,200			0.021			240,650,100		$	0.03

Table of Contents  12

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock (continued)

c) Stock options (continued)

The options outstanding at September 30, 2015 and December 31, 2014 were as follows:

	September 30, 2015						December 31, 2014
Expiry Date	Options		Exercise Price		Intrinsic Value		Options		Exercise Price		Intrinsic Value
September 30, 2015		—	$	0.250		—		1,200,000		0.250		—
November 29, 2015		—	$	0.030		—		20,000,000		0.030		—
March 6, 2016		—	$	0.030		—		35,750,000		0.030		—
May 4, 2016		1,000,000	$	0.050		—		1,000,000		0.050		—
May 23, 2016		100,000	$	0.030		—		100,000		0.030		—
May 27, 2017		400,000	$	0.030		—		400,000		0.030		—
May 31, 2017		500,000	$	0.250		—		500,000		0.250		—
August 16, 2017		250,000	$	0.030		—		250,000		0.030		—
December 28, 2017		—	$	0.030		—		14,250,000		0.030		—
December 28, 2017		1,000,000	$	0.030		—		51,000,000		0.030		—
January 28, 2018		2,300,000	$	0.030		—		2,300,000		0.030		—
March 26, 2018		500,000	$	0.030		—		500,000		0.030		—
April 9, 2018		1,000,000	$	0.030		—		1,000,000		0.030		—
October 1, 2018		500,000	$	0.030		—		500,000		0.030		—
February 7, 2019		700,000	$	0.030		—		700,000		0.030		—
April 1, 2019		—	$	0.030		—		110,000,100		0.030		—
April 18, 2019		2,000,000	$	0.030		—		2,000,000		0.030		—
May 21, 2019		500,000	$	0.030		—		500,000		0.030		—
July 25, 2019		1,000,000	$	0.030		—		1,000,000		0.030		—
August 1, 2019		1,250,000	$	0.030		—		1,250,000		0.030		—
August 26, 2019		1,500,000	$	0.030		—		1,500,000		0.030		—
January 30, 2020		4,500,000	$	0.030		—		—		—		—
May 29, 2020		560,000,200	$	0.015		—		—		—		—
Total		579,000,200	$	0.020		—		245,700,100		0.03		—
Weighted Average Remaining Contractual Life		4.58						3.09

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:

Table of Contents  13

ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

5. Capital Stock (continued)

c) Stock options (continued)

	September 30, 2015 (unaudited)			December 31, 2014
Risk-free interest rate		1.68	%		2.50	%
Expected life		5 years			5 years
Expected dividends		0	%		0	%
Expected volatility		194	%		245	%
Forfeiture rate		0	%		0	%

The weighted average fair value for the options granted during the nine months ended September 30, 2015 was $0.01   (2014: $0.03).

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

	Three Months Ended September 30, 2015 (unaudited)		Three Months Ended September 30 2014 (unaudited)		Nine Months Ended September 30 2015 (unaudited)		Nine Months Ended September 30 2014 (unaudited)
Interest expense:
Related parties	$	—	$	9,248	$	3,184,459	$	3,296,342
Product Development:
Non-employees	$	1,631	$	1,699	$	12,899	$	17,847
Professional
Non-employees	$	815	$	11,152	$	2,989	$	44,610
Selling, general and administration:
Directors and Officers	$	—	$	—	$	—	$	37,263
Non-employees		1,787		63,972		18,412		67,782
	$	4,233	$	86,071	$	3,218,759	$	3,463,844

6. Contingencies

a. Accounts payable and accrued liabilities as of September 30, 2015 include $180,266 (December 31, 2014 - $180,266) 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.

b. The Company has had three judgments against it relating to overdue promissory notes and accrued interest and a fourth creditor has demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory notes and related accrued interest and could be subject to further action. The legal liability, totaling $1,000,968, of these promissory notes and related accrued interest have been fully recognized and recorded by the Company.

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ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

6. Contingencies (continued)

On February 5, 2014, a default judgment was rendered against the Company whereby it was ordered to repay $125,000 of loan principal in addition to interest of 8% per annum from January 16, 2011 until the date the loan is repaid along with any costs incurred by the plaintiff for the judgement. The loan principal of $125,000 has previously been recorded as a zero interest loan. Accordingly, the Company had recorded imputed interest at a rate of 1% per month on the principal outstanding. The total imputed interest recorded from January 16, 2011 to December 31, 2013 was approximately $44,000.

As a result of the judgement, this loan should not have accrued imputed interest of $44,000. The accumulated interest at the legal rate of 8% was approximately $30,000 from January 16, 2011 to December 31, 2013. During the 2014 fiscal year, the Company reversed the imputed interest expense of $44,000 and recognized the interest expense on the promissory note totaling $29,000.

7. Related Party Transactions

Related party transactions included the following:

	Three months ended September 30, 2015 (unaudited)		Three months ended September 30, 2014 (unaudited)		Nine months ended September 30, 2015 (unaudited)		Nine months ended September 30, 2014 (unaudited)
Interest expense:
Promissory notes issued to relatives of the Chairman	$	76,557	$	76,557	$	229,670	$	229,670
Lines of credit from Chairman and relatives of the Chairman		241,910		194,069		690,658		547,249
Stock options granted to the Chairman & Chief Executive Officer		—		—		3,184,459		3,296,342
General, selling and administration:
Consulting fees to a Company controlled by the President of the Company		46,500		45,000		139,500		119,500
Consulting services rendered by an individual who is a director and officer of the Company		47,400		47,400		142,200		142,200

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.

Included in accounts payable is $15,500 (2014 - $10,666) due to a company controlled by a Director of the Company.

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ALR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

($ United States)

(Unaudited)

8. Commitments

The Company has annual compensation arrangements with the following individuals:

Sidney Chan	$	180,000
William Smith	$	180,000

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

The terms of Mr. Chan’s contract provides for monthly services 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 of all the Company’s products. The 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 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.

On May 25, 2015 the Company modified the terms of the agreement with Messrs. Chan. All terms have remained the same, with the exception of the following:

• the 1% commission on the net sales of the Company has been extended to a lifetime commission on all sales of the Company, whether Messrs. Chan continues to hold that office, or any position with the Company

• in the event Messrs. Chan is terminated by the Company, Messrs. Chan would receive 24 months compensation at his current rate and all amounts owed to him, his spouse and their family members would be due within five days, including principal and accrued interest and all options would remain in good standing until their expiration

• the health care provision will now include international health care coverage for Messrs. Chan and his dependents

The terms of Mr. Smith’s contract provides for monthly services fees of $15,000 per month and home office allowance of $500 per month as President of the Company. The term of the contract is for one year and automatically renews for continuous one year terms.

Table of Contents  16

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 Consolidated 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, 2014. 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 to ALR Technologies Inc. Also in 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.” ALRT products utilize internet based technologies to facilitate health care providers ability to monitor their patient’s health and ensure adherence to health maintenance activities.

During 2011, the Company received FDA clearance and during 2012 the Company achieved HIPPA compliance for its Health-e-Connect (“HeC”) System.

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

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Recent Developments

On January 30, 2015, the Company granted the option to acquire 4,500,000 shares of common stock at a price of $0.03 per share for a term of five years as follows:

Option Holder	Shares under Option		Vest January 30, 2016		Vest January 30, 2017		Vest January 30, 2018		Vest January 30, 2019		Vest January 30, 2020
Glen Reyes		300,000		—		—		100,000		100,000		100,000
Mark Uy		300,000		—		—		100,000		100,000		100,000
Norberto Ricafranca		300,000		—		—		100,000		100,000		100,000
Lester Tolentino		300,000		—		—		100,000		100,000		100,000
Johnny Lardera		50,000		—		—		—		—		50,000
Timothy John Co		250,000		50,000		50,000		50,000		50,000		50,000
David Manalili		250,000		50,000		50,000		50,000		50,000		50,000
Mark Reyes		250,000		50,000		50,000		50,000		50,000		50,000
Sherjo Evangelista		250,000		50,000		50,000		50,000		50,000		50,000
Marymar Payton#		500,000		100,000		100,000		100,000		100,000		100,000
Alex Leong		500,000		100,000		100,000		100,000		100,000		100,000
Rhonda Klarck		500,000		100,000		100,000		100,000		100,000		100,000
Alice Chapman		250,000		50,000		50,000		50,000		50,000		50,000
Phil Murphy*		500,000		100,000		100,000		100,000		100,000		100,000

# the option granted to Ms. Payton is also subject to her accepting a full-time role with the Company prior to July 31, 2015.

* the option granted to Mr. Murphy is also subject to him accepting a full-time role with the Company

On January 30, 2015, Mr. Ronal Cheng was appointed to the Board of Directors of the Company. Mr. Cheng is a lawyer retired from Osler, Hoskin and Harcourt LLP, a major Canadian based international law firm, where he practiced as a partner from 1980 until his retirement in March 2014. He regularly appeared as counsel before the Canadian International Trade Tribunal, Canadian federal courts and on NAFTA and WTO matters and advised on NAFTA and other trade agreements. He represented and provided strategic advice to corporations including startups, trade associations and governments in anti-dumping, countervail and safeguard litigation, customs matters, commodity tax and government procurement disputes, as well import and export monitoring and controls. Mr. Cheng was listed in the Lexpert® Guides to Leading US/Canada Cross-border Litigation Lawyers and with highest listings in other leading legal directories such as Chambers, Martindale-Hubbell and Best Lawyers. Mr. Cheng received his Bachelor of Arts from Amherst College in 1972 and a Juris Doctor degree from the University of Toronto in 1974. Mr. Cheng is an active member of the Canadian Bar Association, American Bar Association, International Bar Association and Inter Pacific Bar Association.

On April 22, 2015, our Board of Directors approved the modification of the exercise price to acquire 12,400,000 shares of common stock of the Company from $0.03 per share to $0.015 per share held by 20 individuals. None of the underlying option amendment agreements have been finalized between the Company and the 20 individuals, however, this is expected to occur during the Company’s fourth quarter.

On May 11, 2015, shareholders holding a majority of the outstanding shares of our common stock executed a written consent approving the amendment to the articles of incorporation to increase the authorized shares of common stock from 500,000,000 to 2,000,000,000 shares with a par value of $0.001. On June 25, 2015 the certificate of amendment to affect the change was issued by the Office of the Secretary of the State of Nevada.

Table of Contents  18

On May 29, 2015, the Company and Sidney Chan, the Chairman and Chief Executive Officer of the Company, agreed to amend the existing credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $5,500,000 to $7,000,000. All other terms and conditions remain unaltered. Mr. Chan and the Company had previously entered into a credit agreement on March 6, 2011, which was subsequently amended by amending agreements dated October 24, 2011, June 15, 2012, December 28, 2012 and April 1, 2014 whereby Mr. Chan agreed to make available to the Company a credit line equal to an aggregate of $5,500,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.

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

• reduced the exercise price of the 183,333,400 shares of common stock under option to Mr. Chan from $0.03 to $0.015;

• extended the expiry date of the 183,333,400 shares of common stock under option to Mr. Chan to be five years from the date of execution of the amended credit agreement

• granted Mr. Chan the right and option to purchase, an additional 283,333,267 shares of common stock at a price of $0.03 per share for a term of five years from the date of execution of the amended credit agreement.

• reduced the exercise price of the 46,666,700 shares of common stock under option to the Ms. Christine Kan (Spouse of Mr. Chan) from $0.03 to $0.015;

• extended the expiry date of the 46,666,700 shares of common stock under option to Ms. Kan to be five years from the date of execution of the amended credit agreement

• granted Ms. Kan the right and option to purchase, an additional 46,666,700 shares of common stock at a price of $0.015 per share for a term of five years from the date of execution of the amended credit agreement

Ms. Kan is a creditor of the Company pursuant to a Line of Credit Agreement and certain promissory notes.

Products

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

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

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

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ALRT Health-e-Connect System ^TM for Diabetes Monitoring

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

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

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

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

Since receiving section 510(k) clearance from the FDA for the Health-e-Connect System, the Company has been working to communicate the benefits of the Health-e-Connect System to physicians, healthcare officials and industry leaders.

Our commercialization strategy is built upon a number of emerging trends in the healthcare marketplace:

1. Diabetes prevalence is exploding in the United States and worldwide. Technologies and services that can assist patients, providers, caregivers and healthcare payers in better addressing diabetes care will be in high demand;

2. The patient load of primary care physicians in the United States will increase dramatically with the new healthcare law, and these physicians will require support from new technologies as well as assistance from care managers, family members and others in order to provide quality care. A new primary care model will emerge which will take advantage of new technologies; and

3. Healthcare payers in the United States and worldwide will aggressively adopt technologies and services that will improve quality and lower costs of chronic diseases. The Center for Medicare and Medicaid Services, for example, recently agreed to reimburse physicians for “Chronic Care Management” including the use of remote monitoring technologies. In the highly competitive U.S. market, major healthcare plans have shown particularly strong interest in remote monitoring platforms that can accomplish these quality and cost goals.

4. Physicians and physician organizations are increasingly compensated on the basis of successful outcomes including the lowering of A1c levels in their patient populations.

Our commercialization strategy is designed to capitalize on these important market trends and to provide a technology and service that will improve the quality of care and lower the costs of care for diabetes patients. Our primary goal is to begin securing revenue-generating customers in the commercial marketplace. In order to achieve this goal, the Company has performed the following:

a. retained key personnel who have experience in marketing to our key customer segments, such as health plans and medical groups as well as key executives who understand the care needs of diabetes patients;

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b. developed pricing models for the various customer segments, including risk sharing pricing arrangements for health plans, which then may reward the Company for its success in improving quality lowering costs; and

c. increased its sales efforts by attending prospective customer conferences and by meeting and presenting to key target customers on a regular basis.

On June 17, 2013, the Company announced a project partnership with Healing Our Village whereby up to 500 patients in the Healing Our Village (“HOV”) diabetes management program would be utilizing ALRT’s Health-e-Connect Diabetes Remote Monitoring Program. HOV develops methods to assure healthcare system change that promotes patient behavior change for improved health outcomes in medically underserved populations. The Healing Our Village Partnership was put on hold due to a change of locations for the HOV clinics that made the enrollment of patients a difficult challenge. On April 20, 2015, the Company gave notice to HOV that was terminating the contractual relationship between the Company and HOV effective June 1, 2015.

On October 23, 2013, the Company entered into a pilot service agreement with My Diabetes Home, LLC (MDH), a company with an online diabetes management platform. ALRT will provide an electronic logbook to the customers of MDH on a trial basis until June 30, 2014. Both parties will review the results of the pilot. This electronic logbook will provide added convenience by allowing patients to upload their blood glucose results from their meter directly into an online spreadsheet. With this technology, MDH patients will no longer need to make individual test result entries manually. The uploaded data can be saved online, emailed or faxed to a provider, or printed and brought to a physician visit. The pilot service agreement with My Diabetes Home has been discontinued due to lack of interest.

On November 5, 2013, the Company announced a development partnership agreement with Insulin Algorithms that would integrate Insulin Algorithm’s insulin dosage adjustment software with ALRT’s Health-e-Connect remote monitoring platform. An integration of the two technology platforms would create a system that would allow patients to remotely upload their blood glucose data to the ALRT platform and then, within seconds, the patient’s physician could be provided with an insulin dosage recommendation electronically when the patient’s blood glucose data and patient profile were run through the Insulin Algorithm software. Commercial use of Insulin Algorithms’ software will require additional U.S. Food and Drug Administration regulatory clearance. Under the agreement, ALRT would have had access to the InsulinAlgo software to begin the integration process while InsulinAlgo’s FDA clearance is pending. Once integrated and tested, and after final FDA clearance, the ALRT- InsulinAlgo system would have been made available to the commercial marketplace both in the U.S. and internationally. Effective August 15, 2014, the Company terminated its development partnership agreement with Insulin Algorithm due to disagreements about business strategy.

However, on February 18, 2015, the Company filed a 510(k) application to add a remote insulin dosing recommendation feature to the company’s Health-e-Connect platform. Rather than utilizing the proprietary dosing algorithm of Insulin Algorithms, the company utilized the publicly available algorithm of the American Association of Clinical Endocrinologists (AACE). If approved, the feature would allow the company to regularly run a patient’s blood glucose data (and other key data) through the AACE algorithm. When the algorithm indicated that the patient’s dose may not be optimal, the company staff would contact the physician to make him or her aware that a dose change may be warranted. The decision about the dose change would rest entirely with the physician. However, this new feature may make a significant contribution to improving the outcomes of diabetes patients if it allowed physicians to keep their patients at the optimal dose for longer periods. The company is preparing to resubmit its 510(k) application.

On July 28, 2014, the Company entered into a pilot service agreement with Kansas City Metropolitan Physician Association (KCMPA), one of the nation's premier Accountable Care Organizations (ACO). Under the agreement, KCMPA, which has made diabetes management a key focus of its Quality Improvement Plan, will enroll 200 of its patients with Type 2 diabetes into ALRT's Health-e-Connect diabetes management system. The pilot service agreement is effective nine months from the beginning date of patient enrollment and the intent is to allow 6 months of use for each patient enrolled in the system. During the initial nine term of the pilot service agreement, the Company will not charge KCMPA for any of the enrolled patients in the program. The pilot program between ALRT and KCMPA represents the first real world deployment of ALRT's Health-e-Connect System. On September 9, 2014, the Company began enrolling patients with Type 2 diabetes and A1c levels above 8 percent into the pilot program trialing the Health-e-Connect system.

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Preliminary data from the pilot program indicated that a number of patients had achieved reductions in their A1c levels. On April 17, 2015, the company signed a commercial contract with one of the KCMPA clinics, the Clay-Platte Family Medicine Clinic, to provide remote monitoring services in return for a per patient per month fee paid to the company. Clay-Platte has a universe of 3,400 diabetes patients but it is not yet clear how many of those patients will be suitable and appropriate for the company’s remote monitoring program.

On July 29, 2014, the Company entered into a Memorandum of Understanding (MOU) with the leadership of Hospital Clinico Metropolitano La Florida, one of the largest and most prestigious public hospitals in Santiago, Chile, to conduct a clinical outcomes trial utilizing ALRT’s Health-e-Connect Diabetes Management System. The trial will allow primary care physicians to access – electronically – an insulin dose recommended by an endocrinologist. Under the terms of the MOU, Hospital Clinico Metropolitano La Florida will enroll 100 of its insulin-requiring patients in the intervention arm of the study and 100 insulin-requiring patients in the control arm. The intervention group will utilize the Health-e-Connect System for six months of treatment. Key data points for the study will include:

• average A1c reduction

• adherence to medication and care plan, and

• physician and patient satisfaction.

This trial will be designed so that its results can be published in a premier academic medical journal with authors affiliated with both ALRT and Hospital La Florida. During the initial trial, the intent is to allow 3 months of enrollment and 6 months of use for each patient enrolled in the system. During this initial nine term of the Company will not charge Hospital Clinico Metropolitano La Florida for any of the enrolled patients in the program. We believe this strategic effort by ALRT to facilitate our penetration into emerging markets where the burgeoning diabetes pandemic is overwhelming public healthcare systems.” Company executives visited Chile in April of 2015 and ALRT continues to await a final decision on enrollment of patients from health authorities in Chile.

On January 20, 2015, the Company entered into a MOU with Nipro Diagnostics, Inc. and Nipro Medical Corporation have agreed to participate in a clinical outcomes study to be conducted by ALRT and Hospital Clinico Metropolitano La Florida, one of the largest and most prestigious public hospitals in Santiago, Chile. Nipro will provide its latest blood glucose meter, TRUE METRIX, to all participants in the trial as well as diagnostic supplies such as blood glucose test strips and data management cables. In addition, Nipro employees will assist with subject enrollment and other logistical tasks related to the pilot. Subject enrollment in the pilot is due to begin early next year. Hospital Clinico Metropolitano La Florida will enroll 100 of its insulin-requiring patients in the intervention arm of the study and 100 insulin-requiring patients in the control arm. The intervention group will utilize the Health-e-Connect System with IDAC for six months of treatment. Key data points for the study will include:  average A1c reduction, adherence to medication and care plan, and physician and patient satisfaction.  The trial will also survey patient satisfaction with the TRUE METRIX blood glucose monitoring system.

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

On February 26, 2015, ALRT entered into its first commercial contract with Clay-Platte Family Medicine of Kansas City, MO. Under the contract, Clay-Platte will pay ALRT a Per-Patient-Per-Month fee for monitoring the blood glucose levels of twice per month and alerting physicians when the glucose levels are out of range. Under the contract, the enrollment month is offered at no charge and billing begins in the second month. Enrollment began in the summer of 2015.

Table of Contents  22

Critical Accounting Policies and Going Concern

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited condensed consolidated financial statements for the nine months ended September 30, 2015 and 2014, which have been prepared in accordance with GAAP.

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

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

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

Consolidated Results of Operations

	Three Months						Nine Months
	Ended						Ended
	September 30						September 30
					Percentage							Percentage
		2015		2014	Increase /			2015		2014		Increase /
					(Decrease)							(Decrease)
Revenue	$	—		—	0	%	$	—		—		0	%
Cost of sales		—		—	0	%		—		—		0	%
Depreciation		—		—	0	%		—		—		0	%
Foreign exchange loss (gain)		(1,278	)	—	(100	%)		(2,810	)	—		(100	%)
General and administrative		187,359		306,812	(39	%)		635,552		779,622		(18	%)
Product development		131,068		129,431	1	%		408,769		385,475		6	%
Professional fees		45,395		61,666	(26	%)		167,556		215,796		(22	%)
Interest expenses		408,332		376,427	8	%		4,375,722		4,335,619		1	%
Gain on settlement of debt		—		—	0	%		—		(88,500	)	(100	%)
Net Loss	$	770,876		874,336	(12	%)	$	5,584,789		5,628,012		(1	%)

General, selling and administrative expenses. General, selling and administrative costs consist of salaries and consulting fees of management personnel and staff, stock-based compensation for options granted to management personnel and staff, travel and trade show costs, rent of the Company’s corporate office, website development costs and general costs incurred through day-to-day operations. During the nine month period ended September 30, 2015, there was significant variance in the total expense incurred. By type of general and administrative cost, the variance can be seen as follows:

Table of Contents  23

	Nine Months Ended September 30,		Nine Months Ended September 30,		Amount Increase/ (Decrease)
	2015		2014
General, selling and administrative:
Salaries & consulting fees	$	454,300	$	496,200	$	(41,900	)
Stock based compensation		18,600		105,000		(86,600	)
Travel and trade-shows		87,100		97,100		(10,000	)
Rent of corporate offices		20,200		18,800		1,400
Website & information technology		25,600		23,700		1,900
Other general & administrative costs		29,700		38,800		(8,900	)
Total	$	635,500	$	779,600	$	143,900

The majority of the general and administrative costs were substantially comparable to the prior period. The significant variance was attributable to a decrease in travel and tradeshow costs as well as salaries & consulting fees including stock based compensation.

Product development costs. The majority of product development costs incurred related to a) services provided by contractors of the Company b) expenses incurred for purchase and c) stock-based compensation for options granted to members of the development team. The change in balance from the previous period relates primarily to both an increase in the number and amount of compensation of personnel under contract.

Professional fees. Professional costs incurred consist of consulting and advisory fees of certain professionals retained, audit fees, legal fees, diabetes care facilitators and stock-based compensation for options granted to professionals. During the period, there was a significant decrease in professional fees. By type of general and administrative cost, the variance can be seen as follows:

Professional Fees:	Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014		Amount Increase / (Decrease)
Corporate auditor - Year-end and quarterly review	$	33,000	$	35,400	$	(2,400	)
Stock based compensation		3,000		44,600		(41,600	)
Legal Fees		25,000		20,700		4,300
Diabetes care facilitators		66,100		19,400		46,700
Professionals retained		40,500		95,700		(55,200	)
Total	$	167,600	$	215,800	$	(48,200	)

The decrease in professional fees can be attributed to less stock based compensation being issued, as well as investor relations services being discontinued. Diabetes care facilitator fees increased due to the hiring of a full-time employee to service the pilot program.

Interest expense. Interest expense was from the following sources for the nine months ended September 30, 2015 and 2014:

	Nine months ended September 30, 2015		Nine months ended September 30, 2014
Interest expense incurred on promissory notes	$	386,700	$	416,300
Interest expense incurred on lines of credit		690,700		547,200
Imputed interest on zero interest loans		111,500		74,100
Stock options granted for promissory notes		3,184,500		3,296,300
Other interest		2,300		1,700
Total	$	4,375,700	$	4,335,600

Table of Contents  24

Interest on Promissory Notes

There were not any substantial changes in the amount of promissory notes outstanding from September 30, 2014 to September 30, 2015. Related to its promissory notes outstanding, the Company incurred interest expense of $386,700 for the nine months ended September 30, 2015 (2014: $416,300). The Company incurred additional interest expense of approximately $34,000 related to a default judgement one promissory note during the nine month period ended September 30, 2014. Pursuant to the original promissory note agreement, there was no legal interest rate on the promissory note. The noteholder filed a motion of default against the Company which included a motion for interest to be recognized from the date the note was due (January 2011) until the note is repaid at the rate of 8% per annum. The court found in favour of the noteholder in February 2014 and the Company recorded the interest expense during the period. As this had previously been considered a zero interest promissory note, the Company had been recording imputed interest at the rate of 1% per month. The Company reversed the imputed interest recognized for the same period of which the accrued interest related to pursuant to the judgement.

Interest on Lines of Credit

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

Lines of Credit:	September 30, 2015		September 30, 2014		Amount ($) Increase / (Decrease)
Line of Credit provided by Sidney Chan	$	6,235,000	$	5,097,000	$	1,138,000
Line of Credit provided by Christine Kan		2,000,000		2,000,000		—
Total	$	8,235,000	$	7,097,000	$	1,138,000

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

Interest Expense on Line of Credit :	Nine Months Ended September 30,		Nine Months Ended September 30,		Amount ($) Increase / (Decrease)
			2015		2014
Interest expense incurred on line of credit from Sidney Chan during the period	$	511,000	$	367,000	$	144,000
Interest expense incurred on line of credit from Christine Kan during the period		180,000		120,000		60,000
Total	$	691,000	$	487,000	$	204,000

Imputed Interest

During the 2015 and 2014 periods, the Company had certain zero interest promissory notes, advances payable and accounts payable in excess of one year. Pursuant to the Company’s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest and the instead of increasing the liabilities of the Company, it is allocated to equity under the financial statement line item “additional paid-in capital”.

Liquidity and Capital Resources

Working Capital
	As At September 30, 2015			As At December 31, 2014			Amount ($) Increase / (Decrease)			Percentage (%) Increase / (Decrease)
Current Assets	$	36,811		$	65,552			(28,741	)		(44	)
Current Liabilities	$	19,986,081		$	17,760,323			2,225,758			13
Working Capital (Deficiency)	$	(19,949,270	)	$	(17,694,771	)		(2,197,017	)		13

Table of Contents  25

The Company has a severe working capital deficiency. It does not have ability to service is current liabilities for the next twelve months and is reliant on its line of credit facilities to meet its on-going operations. Until the Company has revenue producing activities that exceed its operating requirements, it will be unable to service its current liabilities and the working capital deficit will continue to increase. As of the date of this management discussion and analysis, the Company has not commenced revenue generating activities, nor does it know when they will commence. There is substantial doubt about the Company’s ability to repay its current liabilities in the near term or anytime in the future which could ultimately lead to business failure.

Current Assets

The Company’s current assets as at September 30, 2015 and December 31, 2014 consist of cash and prepaid expenses.

Current Liabilities

The Company has current liabilities of $19,986,081 as at September 30, 2015 as compared to $17,760,323 as at December 31, 2014. Current liabilities were as follows:

	September 30, 2015		December 31, 2014		Change $		Change %
Accounts payable and accrued liabilities	$	1,066,441	$	1,055,468		10,971		1	%
Interest payable		3,006,850		2,620,172		386,678		15	%
Lines of credit to related parties		10,626,471		8,798,364		1,828,107		21	%
Promissory notes payable to related parties		2,861,966		2,861,966		—		0	%
Promissory notes payable		2,424,353		2,424,353		—		0	%
Total current liabilities	$	19,986,081	$	17,760,323		2,225,758		13	%

The increase in interest payable of $386,678 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 occurred as part of operations.

The increase in the lines of credit payable of approximately $1,828,000 is attributable to borrowings of

• $1,137,000 to fund operations, product development activities, overhead and its sales and marketing program.

• $691,000 of unpaid interest incurred on the principal of the borrowed amounts.

Cash Flows	Nine Months Ended September 30, 2015			Nine Months Ended September 30, 2014
Cash Flows used in Operating Activities	$	(1,165,335	)	$	(1,160,382	)
Cash Flows provided by Financing Activities	$	1,137,449		$	1,179,852
Net increase (decrease) in Cash During Period	$	(27,886	)	$	19,470

Cash Balances and Working Capital

As of September 30, 2015, the Company’s cash balance was $30,956 compared to $58,842 as of December 31, 2014.

Table of Contents  26

Cash Provided by (Used in) Operating Activities

Cash used by the Company in operating activities during the nine months period ended September 30, 2015 was $1,165,000 in comparison with $1,160,000 used during the same period last year. The Company’s expenditures from operations were used as follows (approximate amounts):

	Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014
Product Development Consulting and Expenses	$	391,000	$	331,000
Management and Employees Compensation	$	454,000	$	506,000
Professional Fees	$	165,000	$	171,000
Travel and Trade Shows	$	87,000	$	97,000
Other	$	68,000	$	55,000
Cash used in Operations	$	1,165,000	$	1,160,000

The majority of the expenditures were to pay personnel, pay product development costs, pay accrued professional fees and selling and administration costs associated with operating the business.

Cash Proceeds from Financing Activities

Cash sourced by the Company from financing activities during the nine month period ended September 30, 2015 was $1,137,000 in comparison with $1,180,000 sourced during the same period last year. The funds sourced from lines of credit provided by Chairman of the Board and a relative of the Chairman of the Board. The loans received in 2015 and 2014 covered the operating, product development and market development requirements for the Company repaid certain advances and accounts payable.

Short and Long Term Liquidity

As of September 30, 2015, 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.

Table of Contents  27

Tabular Disclosure of Contractual Obligations:

	Payments due by period
			Less than		1-3		3-5		More Than
	Total		1 year		years		years		5 Years
Accounts payable & accrued liabilities	$	1,066,441	$	1,066,441	$	—	$	—	$	—
Interest payable		3,006,850		3,006,850		—		—		—
Line of credit		10,626,471		10,626,471		—		—		—
Promissory notes to related parties		2,861,966		2,861,966
Promissory notes to arm’s length parties		2,424,353		2,424,353		—		—		—
	$	19,986,081	$	19,986,081	$	—	$	—	$	—

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 to increase as compared to the past six months as it expects to commercially launch its HeC product during this period.

Off Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

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

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

1) 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

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 quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents  28

 PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There were no other changes from the period beginning July 1, 2015 to the date of this 10Q.

ITEM 1A. RISK FACTORS.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

As at September 30, 2015, the Company had promissory notes payable and related interest payable, totalling $8,293,170 in default.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibit		Incorporated by reference			Filed
No.	Document Description	Form	Date	Number	herewith
3.1	Initial Articles of Incorporation.	10-SB	12/10/99	3.1
3.2	Bylaws.	10-SB	12/10/99	3.2
3.3	Articles of Amendment to the Articles of Incorporation, dated October 22, 1998.	10-SB	12/10/99	3.3
3.4	Articles of Amendment to the Articles of Incorporation, dated December 7, 1998.	10-SB	12/10/99	3.4
3.5	Articles of Amendment to the Articles of Incorporation, dated January 6, 2005.	8-K	1/20/05	3.1
3.6	Amendment to Bylaws, dated October 13, 2011	8-K	10/17/11
3.7	Amendment to Bylaws, dated April 10, 2012	8-K	4/16/12
10.1	Consulting Agreement with Endocrine Research Society Inc.	10-KSB	10/01/13	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
99.01	Distribution Agreement with Mo Betta Corp.	10-SB	12/10/99	99.1
99.02	Pooling Agreement.	10-SB	12/10/99	99.2
99.03	Amended Pooling Agreement.	10-SB	12/10/99	99.3
99.04	Lock-Up Agreement.	10-SB	12/10/99	99.4
99.19	Audit Committee Charter.	10-KSB	3/31/14	99.19
99.20	Disclosure Committee Charter.	10-KSB	4/14/03	99.20
99.30	Nomination Committee Charter	10-KSB	3/31/14	99.30
99.40	Compensation Committee Charter	10-KSB	3/31/14	99.40

Table of Contents  29

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 13^th day of November, 2015.

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

Table of Contents  30

EXHIBIT INDEX

Exhibit		Incorporated by reference			Filed
No.	Document Description	Form	Date	Number	herewith
3.1	Initial Articles of Incorporation.	10-SB	12/10/99	3.1
3.2	Bylaws.	10-SB	12/10/99	3.2
3.3	Articles of Amendment to the Articles of Incorporation, dated October 22, 1998.	10-SB	12/10/99	3.3
3.4	Articles of Amendment to the Articles of Incorporation, dated December 7, 1998.	10-SB	12/10/99	3.4
3.5	Articles of Amendment to the Articles of Incorporation, dated January 6, 2005.	8-K	1/20/05	3.1
3.6	Amendment to Bylaws, dated October 13, 2011	8-K	10/17/11
3.7	Amendment to Bylaws, dated April 10, 2012	8-K	4/16/12
10.1	Consulting Agreement with Endocrine Research Society Inc.	10-KSB	10/01/13	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
99.01	Distribution Agreement with Mo Betta Corp.	10-SB	12/10/99	99.1
99.02	Pooling Agreement.	10-SB	12/10/99	99.2
99.03	Amended Pooling Agreement.	10-SB	12/10/99	99.3
99.04	Lock-Up Agreement.	10-SB	12/10/99	99.4
99.19	Audit Committee Charter.	10-KSB	3/31/14	99.19
99.20	Disclosure Committee Charter.	10-KSB	4/14/03	99.20
99.30	Nomination Committee Charter	10-KSB	3/31/14	99.30
99.40	Compensation Committee Charter	10-KSB	3/31/14	99.40

Table of Contents  31

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sidney Chan, certify that:

1. I have reviewed this Form 10-Q of the Company; for the quarter ended September 30, 2015 of ALR Technologies, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: November 13, 2015

By: /s/ Sidney Chan

Sidney Chan

Chief Executive Officer and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C SECTION 1350)

In connection with the Quarterly Report of ALR Technologies Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Sidney Chan, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

Date: November 13, 2015

By: /s/ Sidney Chan 

Sidney Chan

Chief Executive Officer and Chief Financial Officer

XML

7. Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Due to Related Party	$ 15,500
Company Controlled by Director
Due to Related Party		$ 10,666

XML

4. Lines of Credit (Details Narrative) - USD ($)	May. 29, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Borrowing Capacity	$ 7,000,000	$ 5,500,000

XML

4. Lines of Credit

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

4. Lines of Credit

4. Lines of Credit

As of September 30, 2015, the Company has lines of credit as follows:

Creditor		Interest Rate	Borrowing Limit		Repayment Terms	Amount Outstanding		Accrued Interest		Total		Security	Purpose
	Chairman	1% per Month	$	7,000,000	Due on Demand	$	6,234,722	$	1,434,031	$	7,668,753	General Security over Assets	General Corporate Requirements
	Wife of Chairman	1% per Month	$	2,000,000	Due on Demand		2,000,000		957,718		2,957,718	General Security over Assets	General Corporate Requirements
	Total					$	8,234,722	$	2,391,749	$	10,626,471

On May 29, 2015, the Company and its Chairman agreed to amend the existing line of credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $5,500,000 to $7,000,000. All other terms and conditions remain unaltered.

As of December 31, 2014, the Company had lines of credit as follows:

Creditor		Interest Rate	Borrowing Limit		Repayment Terms	Amount Outstanding		Accrued Interest		Total		Security	Purpose
	Chairman	1% per Month	$	5,500,000	Due on Demand	$	5,097,273	$	923,374	$	6,020,647	General Security over Assets	General Corporate Requirements
	Wife of Chairman	1% per Month	$	2,000,000	Due on Demand		2,000,000		777,718		2,777,718	General Security over Assets	General Corporate Requirements
	Total					$	7,097,273	$	1,701,091	$	8,798,364

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5. Capital Stock - Fair Value of Stock Options Granted - Allocation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Interest expense:			$ 4,375,722	$ 4,335,619
Product Development:	$ 131,068	$ 129,431	408,769	385,475
Professional	45,395	61,666	167,555	215,796
Selling, general and administration:	$ 187,359	306,812	635,552	779,622
Related Parties
Interest expense:		9,248	3,184,459	3,296,342
Non-Employees
Product Development:	$ 1,631	1,699	12,899	17,847
Professional	815	11,152	2,989	44,610
Selling, general and administration:	$ 1,787	$ 63,972	$ 18,412	$ 67,782

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5. Capital Stock - Assumptions Used (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Equity [Abstract]
Risk-free interest rate	1.68%	2.50%
Expected life	P5Y	P5Y
Expected dividends	0.00%	0.00%
Expected volatility	194.00%	245.00%
Forfeiture rate	0.00%	0.00%

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5. Capital Stock (Details Narrative) - USD ($)		1 Months Ended						2 Months Ended			3 Months Ended				5 Months Ended	9 Months Ended		12 Months Ended
	Aug. 01, 2014	May. 29, 2015	Jan. 30, 2015	Aug. 26, 2014	May. 21, 2014	Apr. 18, 2014	Feb. 07, 2014	Oct. 02, 2014	Jul. 25, 2014	Apr. 02, 2014	Sep. 30, 2015	Apr. 22, 2015	Sep. 30, 2014	Aug. 15, 2014	May. 21, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Preferred stock: Authorized											500,000,000					500,000,000		500,000,000
Preferred stock: Par value (in Dollars per share)											$ 0.001					$ 0.001		$ 0.001
Preferred stock: Issued											0					0		0
Preferred stock: Outstanding											0					0		0
Common stock: Authorized											2,000,000,000					2,000,000,000		500,000,000
Common stock: Par value (in Dollars per share)											$ 0.001					$ 0.001		$ 0.001
Common stock: Issued											242,777,909					242,777,909		242,777,909
Common stock: Outstanding											242,777,909					242,777,909		242,777,909
Shares Issued Upon Exercise of Option					1,450,000			500,000		500,000				1,250,000	1,550,000			(3,300,000)
Shares Issued Upon Exercise of Option, Price Per Share								$ 0.05		$ 0.03				$ 0.03	$ 0.03
Accounts Payable Retired, Consideration								$ 25,000						$ 37,500	$ 135,000
Gain on Settlement of Debt															$ 88,500		$ 88,500
Options Granted, Shares		330,000,100	4,500,000	2,000,000					1,000,000	83,333,400						334,500,100		118,550,100
Options Granted, Exercise Price		$ 0.015	$ 0.03	$ 0.05					$ 0.03	$ 0.03		$ 0.015				$ 0.015		$ 0.03
Compensation Expense		$ 3,184,459		$ 15,413	$ 6,133	$ 9,937	$ 8,970		$ 49,590	$ 3,280,929
Chairman's Wife
Options Granted, Shares																		26,666,700
Options Granted, Exercise Price																		$ 0.03
Chairman
Shares Issued Upon Exercise of Option																		1,250,000
Vested
Options Granted, Shares			500,000
Compensation Expense			$ 4,984
Unvested
Compensation Expense			$ 37,874
February 7, 2014
Options Granted, Shares							300,000
Options Granted, Exercise Price							$ 0.03
Compensation Expense							$ 8,970
February 7, 2014 (2)
Options Granted, Shares							400,000
Options Granted, Exercise Price							$ 0.03
Compensation Expense							$ 2,990
April 18, 2014
Options Granted, Shares						1,500,000
Options Granted, Exercise Price						$ 0.03
Compensation Expense						$ 37,263
April 18, 2014 (2)
Options Granted, Shares						500,000
Options Granted, Exercise Price						$ 0.03
Compensation Expense						$ 2,484
May 21, 2014
Options Granted, Shares					500,000
Options Granted, Exercise Price					$ 0.03
Compensation Expense					$ 8,786
May 21, 2014 (2)
Options Granted, Shares					100,000
Options Granted, Exercise Price					$ 0.03
Compensation Expense					$ 2,906
August 1, 2014
Options Granted, Shares	500,000
Options Granted, Exercise Price	$ 0.03
Compensation Expense	$ 12,393
August 1, 2014 (2)
Options Granted, Shares	250,000
Options Granted, Exercise Price	$ 0.03
Compensation Expense	$ 6,196
August 1, 2014 (3)
Options Granted, Shares	500,000
Options Granted, Exercise Price	$ 0.03
Compensation Expense	$ 12,393

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6. Contingencies (Details Narrative) - USD ($)

9 Months Ended

12 Months Ended

Sep. 30, 2015

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Accounts Payable and Accrued Liabilities, Disputed

$ 180,266

$ 180,266

Loss Contingency Accrual

$ 1,000,968

Loss Contingency, Damages Awarded

With respect to one of these promissory notes totaling $125,000:

On February 5, 2014, a default judgment was rendered against the Company whereby it was ordered to repay $125,000 of loan principal in addition to interest of 8% per annum from January 16, 2011 until the date the loan is repaid along with any costs incurred by the plaintiff for the judgement. The loan principal of $125,000 has previously been recorded as a zero interest loan. Accordingly, the Company had recorded imputed interest at a rate of 1% per month on the principal outstanding. The total imputed interest recorded from January 16, 2011 to December 31, 2013 was approximately $44,000.

As a result of the judgement, this loan should not have accrued imputed interest of $44,000. The accumulated interest at the legal rate of 8% was approximately $30,000 from January 16, 2011 to December 31, 2013. During the 2014 fiscal year, the Company reversed the imputed interest expense of $44,000 and recognized the interest expense on the promissory note totaling $29,000.

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3. Interest, Advances and Promissory Notes Payable

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

3. Interest, Advances and Promissory Notes Payable

3. Interest, Advances and Promissory Notes Payable

a) Interest payable

A summary of the interest payable activity is as follows:

Balance, December 31, 2013	$	2,075,017
Interest incurred on judgement against Company (note 6(b))		29,583
Interest incurred on promissory notes payable		128,893
Balance, December 31, 2014		2,620,172
Interest incurred on promissory notes payable		386,678
Balance, September 30, 2015 (unaudited)	$	3,006,850

Interest payable is to the following:

	September 30,		December 31,
	2015 (unaudited)		2014
Related parties	$	1,582,420	$	1,352,750
Non-related parties		1,424,430		1,267,422
	$	3,006,850	$	2,620,172

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

b) Promissory notes payable:

Promissory notes payable		September 30, 2015 (unaudited)		December 31, 2014
Unsecured promissory notes payable to unrelated lenders:
i.	Interest at 1% per month, repayable on March 31, 2009, due on demand	$	450,000	$	450,000
ii.	Interest at 1% per month, with $50,000 repayable on December 31, 2004, $75,000 repayable on August 18, 2007, $75,000 repayable on November 19, 2007 and the balance due on demand. All are due on demand, accruing interest at the same rate.		887,455		887,455
iii.	Interest at 0.625% per month, with $50,000 repayable on October 5, 2004, $40,000 repayable on December 31, 2004, and $60,000 repayable on July 28, 2006, all due on demand		150,000		150,000
iv.	Non-interest-bearing, repayable on July 17, 2005, due on demand		270,912		270,912
v.	Non-interest-bearing loan repayable at $25,000 per month beginning October 2009, none repaid to date		310,986		310,986
vi.	Interest at 0.667% per month due January 15, 2011, none repaid to date		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		230,00
Total Arm’s Length Promissory Notes		$	2,424,353	$	2,424,353

c) Promissory notes payable to related parties:

Promissory notes payable to relatives of directors collateralized by a general security agreement on all the assets of the Company, due on demand:		September 30, 2015 (unaudited)	December 31, 2014
i.	Interest at 1% per month	845,619	$	845,619
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 director, bearing interest at 1% per month, due on demand		1,465,000		1,465,000
Total Related Party Promissory Notes		$2,861,966		2,861,966

d) Interest expense

During the nine months ended September 30, 2015, the Company incurred interest expense of $4,375,722 (2014: $4,335,619) substantially as follows:

• $386,678 (2014: $416,261) incurred on promissory notes payables as shown in note 3(a);

• $690,658 (2014: $547,249) incurred on lines of credit payable, and

• $111,531 (2014: ($74,086) 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;

• $3,184,459 (2014: $3,296,342) incurred on stock options granted to creditors (note 5(c)).

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7. Related Party Transactions - Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Promissory Notes Issued to Relatives of the Chairman
Interest expense:	$ 76,557	$ 76,557	$ 229,670	$ 229,670
Lines of Credit from Chairman and relatives of the Chairman
Interest expense:	$ 241,910	$ 194,069	690,658	547,249
Stock options granted to the Chairman & Chief Executive Officer
Interest expense:			3,184,459	3,296,342
Consulting fees to a Company controlled by the President of the Company
General, selling and administration:	$ 46,500	$ 45,000	139,500	119,500
Consulting services rendered by an individual who is a director and officer of the Company
General, selling and administration:	$ 47,400	$ 47,400	$ 142,200	$ 142,200

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Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 30,956	$ 58,842
Prepaid expenses and other	5,855	6,710
Total assets	36,811	65,552
Current liabilities:
Accounts payable and accrued liabilities	1,066,441	1,055,468
Interest payable	3,006,850	2,620,172
Lines of credit from related parties	10,626,471	8,798,364
Promissory notes payable to related parties	2,861,966	2,861,966
Promissory notes payable to unrelated parties	2,424,353	2,424,353
Total liabilities	19,986,081	17,760,323
Stockholders' Deficit
Common stock Authorized: 2,000,000,000 (December 31, 2014 - 500,000,000) shares of common stock with a par value of $0.001 per share, Shares issued and outstanding: 242,777,909 shares of common stock (December 31, 2014 - 242,777,909 shares of common stock).	242,777	242,777
Additional paid-in capital	40,686,246	37,355,956
Accumulated deficit	(60,878,293)	(55,293,504)
Stockholders' deficit	(19,949,270)	(17,694,771)
Total liabilities and stockholders' deficit	$ 36,811	$ 65,552

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

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

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

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

ALR Technologies Inc. (the “Company”) was incorporated under the laws of the state of Nevada on March 24, 1987. The Company has developed a compliance monitoring system that will allow for health care professionals to remotely monitor patient health conditions and provide patient health management. On October 17, 2011 the Company announced that it had received Section 510(k) clearance from the United States Food and Drug Administration for its Health-e-Connect System. The Company is currently commercializing its Heath-e-Connect System.

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) in U.S dollars and on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future. Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the nine month periods ended September 30, 2015 and 2014 of $5,584,789 and $5,628,012. In addition, losses incurred for the years ended December 31, 2014 and 2013 were $6,435,550 and $2,997,229. As of September 30, 2015, the Company is currently unable to self-finance its operations, has a working capital deficit of $19,949,270 (December 31, 2014 - $17,694,771), accumulated deficit of $60,878,293 (December 31, 2014 - $55,293,504), limited resources, no source of operating cash flow, and no assurance that sufficient funding will be available to conduct continued product development activities. If the Company is able to finance its required product development activities, there is no assurance the Company’s current projects will be commercially viable or profitable. The Company has debts comprised of accounts payable, interest, lines of credit and promissory notes payable totaling $19,986,081 currently due, due on demand or considered delinquent. There is no assurance that the Company will not face additional legal action from creditors regarding delinquent accounts payable, payroll payable, promissory notes and interest payable. Any one or a combination of these above conditions could result in the failure of the business and cause the Company to cease operations.

The Company’s ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s product line and ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. Management has obtained short-term financing from related parties through lines of credit facilities with available borrowing in principal amount up to $9,000,000 (As of September 30, 2015 the total principal balance outstanding was $8,234,722). 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 lenders in the line of credit arrangements will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term financing or achieving long-term profitable operations, the Company will be required to cease operations.

All of the Company’s debt is either due on demand or is in default, 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 some of the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. In the past, creditors have successfully commenced legal action against the Company to recover debts outstanding. In those instances, the Company was able to obtain financing from related parties to cover the verdict or settlement; however, there is no assurance that the Company would be able to obtain the same financing in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.

The Company’s activities will necessitate significant uses of working capital beyond 2015. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued product development and distribution efforts. The Company plans to continue financing its operations with the lines of credit it has available.

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.

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8. Commitments (Details Narrative)	9 Months Ended
	Sep. 30, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Consulting Agreement with Chief Executive Officer Monthly	$ 15,000
Other Labor-related Expense, Chief Executive Officer	$ 500

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3. Interest, Advances and Promissory Notes Payable - Promissory Notes Payable to Related Parties (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Total Related Party Promissory Notes	$ 2,861,966	$ 2,861,966
Secured Related Party Note i
Total Related Party Promissory Notes	$ 845,619	$ 845,619
Note Payable Interest Rate	1.00%	1.00%
Secured Related Party Note ii
Total Related Party Promissory Notes	$ 51,347	$ 51,347
Note Payable Interest Rate	1.25%	1.25%
Secured Related Party Note iii
Total Related Party Promissory Notes	$ 500,000	$ 500,000
Note Payable Interest Rate	1.00%	1.00%
Unsecured Related Party Note
Total Related Party Promissory Notes	$ 1,465,000	$ 1,465,000
Note Payable Interest Rate	1.00%	1.00%

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4. Lines of Credit - Lines of Credit (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	May. 29, 2015
Borrowing Limit		$ 5,500,000	$ 7,000,000
Amount Outstanding	$ 8,234,722	7,097,273
Accrued Interest	2,391,749	1,701,091
Total	$ 10,626,471	$ 8,798,364
Chairman
Interest Rate	1.00%	100.00%
Borrowing Limit	$ 7,000,000	$ 5,500,000
Repayment Terms	Due on Demand	Due on Demand
Amount Outstanding	$ 6,234,722	$ 5,097,273
Accrued Interest	1,434,031	923,374
Total	$ 7,668,753	$ 6,020,647
Security	General Security over Assets	General Security over Assets
Purpose	General Corporate Requirements	General Corporate Requirements
Chairman's Wife
Interest Rate	1.00%	100.00%
Borrowing Limit	$ 2,000,000	$ 2,000,000
Repayment Terms	Due on Demand	Due on Demand
Amount Outstanding	$ 2,000,000	$ 2,000,000
Accrued Interest	957,718	777,718
Total	$ 7,957,718	$ 2,777,718
Security	General Security over Assets	General Security over Assets
Purpose	General Corporate Requirements	General Corporate Requirements

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2. Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

2. Significant Accounting Policies

2. Significant Accounting Policies

The unaudited condensed consolidated financial statements as of September 30, 2015 and for the period then ended have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 the financial position as of September 30, 2015 and December 31, 2014 and the results of operations, and cash flows as of September 30, 2015 and 2014, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC.

The results of operations for the nine month period ended September 30, 2015, are not necessarily indicative of the results to be expected for the full year.

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Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock: Authorized	500,000,000	500,000,000
Preferred stock: Par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock: Issued	0	0
Preferred stock: Outstanding	0	0
Common stock: Authorized	2,000,000,000	500,000,000
Common stock: Par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock: Issued	242,777,909	242,777,909
Common stock: Outstanding	242,777,909	242,777,909

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7. Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

	Three months ended September 30, 2015 (unaudited)		Three months ended September 30, 2014 (unaudited)		Nine months ended September 30, 2015 (unaudited)		Nine months ended September 30, 2014 (unaudited)
Interest expense:
Promissory notes issued to relatives of the Chairman	$	76,557	$	76,557	$	229,670	$	229,670
Lines of credit from Chairman and relatives of the Chairman		241,910		194,069		690,658		547,249
Stock options granted to the Chairman & Chief Executive Officer		—		—		3,184,459		3,296,342
General, selling and administration:
Consulting fees to a Company controlled by the President of the Company		46,500		45,000		139,500		119,500
Consulting services rendered by an individual who is a director and officer of the Company		47,400		47,400		142,200		142,200

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document And Entity Information
Entity Registrant Name	ALR TECHNOLOGIES INC.
Entity Central Index Key	0001087022
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		242,777,909
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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8. Commitments (Tables)

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments

Sidney Chan	$	180,000
William Smith	$	180,000

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Expenses
General, selling and administration	$ 187,359	$ 306,812	$ 635,552	$ 779,622
Product development costs	131,068	129,431	408,769	385,475
Professional fees	45,395	61,666	167,555	215,796
Loss from operations	363,822	$ 497,909	1,211,877	$ 1,380,893
Other expenses (income)
Foreign exchange gain loss	$ (1,278)		$ (2,810)
Gain on settlement of debt				$ (88,500)
Interest	$ 408,332	$ 376,427	$ 4,375,722	4,335,619
Total other expenses	(407,054)	(376,427)	(4,372,912)	(4,247,119)
Net loss	$ (770,876)	$ (874,336)	$ (5,584,789)	$ (5,628,012)
Loss per share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.02)	$ (0.02)
Weighted average shares outstanding, - basic and diluted	242,777,909	241,714,722	242,777,909	240,456,297

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7. Related Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

7. Related Party Transactions

7. Related Party Transactions

Related party transactions included the following:

	Three months ended September 30, 2015 (unaudited)		Three months ended September 30, 2014 (unaudited)		Nine months ended September 30, 2015 (unaudited)		Nine months ended September 30, 2014 (unaudited)
Interest expense:
Promissory notes issued to relatives of the Chairman	$	76,557	$	76,557	$	229,670	$	229,670
Lines of credit from Chairman and relatives of the Chairman		241,910		194,069		690,658		547,249
Stock options granted to the Chairman & Chief Executive Officer		—		—		3,184,459		3,296,342
General, selling and administration:
Consulting fees to a Company controlled by the President of the Company		46,500		45,000		139,500		119,500
Consulting services rendered by an individual who is a director and officer of the Company		47,400		47,400		142,200		142,200

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.

Included in accounts payable is $15,500 (2014 - $10,666) due to a company controlled by a Director of the Company.

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6. Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

6. Contingencies

6. Contingencies

a. Accounts payable and accrued liabilities as of September 30, 2015 include $180,266 (December 31, 2014 - $180,266) 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.

b. The Company has had three judgments against it relating to overdue promissory notes and accrued interest and a fourth creditor has demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory notes and related accrued interest and could be subject to further action. The legal liability, totaling $1,000,968, of these promissory notes and related accrued interest have been fully recognized and recorded by the Company.

On February 5, 2014, a default judgment was rendered against the Company whereby it was ordered to repay $125,000 of loan principal in addition to interest of 8% per annum from January 16, 2011 until the date the loan is repaid along with any costs incurred by the plaintiff for the judgement. The loan principal of $125,000 has previously been recorded as a zero interest loan. Accordingly, the Company had recorded imputed interest at a rate of 1% per month on the principal outstanding. The total imputed interest recorded from January 16, 2011 to December 31, 2013 was approximately $44,000.

As a result of the judgement, this loan should not have accrued imputed interest of $44,000. The accumulated interest at the legal rate of 8% was approximately $30,000 from January 16, 2011 to December 31, 2013. During the 2014 fiscal year, the Company reversed the imputed interest expense of $44,000 and recognized the interest expense on the promissory note totaling $29,000.

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3. Interest, advances and promissory notes payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Interest Expense	$ 4,375,722	$ 4,335,619
Promissory Notes Payable
Interest Expense	386,678	416,261
Lines of Credit Payable
Interest Expense	690,658	547,249
Imputed Interest
Interest Expense	111,531	74,086
Stock Options
Interest Expense	$ 3,184,459	$ 3,296,342

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1. Basis of Presentation, Nature of Operations and Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Basisof Presentation Natureof Operationsand Going Concern [Abstract]
Net Income (Loss) Attributable to Parent	$ (770,876)	$ (874,336)	$ (5,584,789)	$ (5,628,012)	$ (6,452,397)	$ (2,997,229)
Working Capital	(19,949,270)		(19,949,270)		(17,694,771)
Cumulative Earnings (Deficit)	(60,878,293)		(60,878,293)		$ (55,293,054)
Debt, Current	19,986,081		19,986,081
Two Lines of Credit Facility, Maximum Borrowing Capacity	9,000,000		9,000,000
Two Lines of Credit Facility, Amount Outstanding	$ 8,234,722		$ 8,234,722

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4. Lines of Credit (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Lines of Credit

Creditor		Interest Rate	Borrowing Limit		Repayment Terms	Amount Outstanding		Accrued Interest		Total		Security	Purpose
	Chairman	1% per Month	$	7,000,000	Due on Demand	$	6,234,722	$	1,434,031	$	7,668,753	General Security over Assets	General Corporate Requirements
	Wife of Chairman	1% per Month	$	2,000,000	Due on Demand		2,000,000		957,718		2,957,718	General Security over Assets	General Corporate Requirements
	Total					$	8,234,722	$	2,391,749	$	10,626,471

On May 29, 2015, the Company and its Chairman agreed to amend the existing line of credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $5,500,000 to $7,000,000. All other terms and conditions remain unaltered.

As of December 31, 2014, the Company had lines of credit as follows:

Creditor		Interest Rate	Borrowing Limit		Repayment Terms	Amount Outstanding		Accrued Interest		Total		Security	Purpose
	Chairman	1% per Month	$	5,500,000	Due on Demand	$	5,097,273	$	923,374	$	6,020,647	General Security over Assets	General Corporate Requirements
	Wife of Chairman	1% per Month	$	2,000,000	Due on Demand		2,000,000		777,718		2,777,718	General Security over Assets	General Corporate Requirements
	Total					$	7,097,273	$	1,701,091	$	8,798,364

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8. Commitments

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

8. Commitments

8. Commitments

The Company has annual compensation arrangements with the following individuals:

Sidney Chan	$	180,000
William Smith	$	180,000

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

The terms of Mr. Chan’s contract provides for monthly services 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 of all the Company’s products. The 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 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.

On May 25, 2015 the Company modified the terms of the agreement with Messrs. Chan. All terms have remained the same, with the exception of the following:

• the 1% commission on the net sales of the Company has been extended to a lifetime commission on all sales of the Company, whether Messrs. Chan continues to hold that office, or any position with the Company

• in the event Messrs. Chan is terminated by the Company, Messrs. Chan would receive 24 months compensation at his current rate and all amounts owed to him, his spouse and their family members would be due within five days, including principal and accrued interest and all options would remain in good standing until their expiration

• the health care provision will now include international health care coverage for Messrs. Chan and his dependents

The terms of Mr. Smith’s contract provides for monthly services fees of $15,000 per month and home office allowance of $500 per month as President of the Company. The term of the contract is for one year and automatically renews for continuous one year terms.

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

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Interest Payable

Balance, December 31, 2013	$	2,075,017
Interest incurred on judgement against Company (note 6(b))		29,583
Interest incurred on promissory notes payable		128,893
Balance, December 31, 2014		2,620,172
Interest incurred on promissory notes payable		386,678
Balance, September 30, 2015 (unaudited)	$	3,006,850

Interest payable is to the following:

	September 30,		December 31,
	2015 (unaudited)		2014
Related parties	$	1,582,420	$	1,352,750
Non-related parties		1,424,430		1,267,422
	$	3,006,850	$	2,620,172

Promissory Notes Payable

Promissory notes payable		September 30, 2015 (unaudited)		December 31, 2014
Unsecured promissory notes payable to unrelated lenders:
i.	Interest at 1% per month, repayable on March 31, 2009, due on demand	$	450,000	$	450,000
ii.	Interest at 1% per month, with $50,000 repayable on December 31, 2004, $75,000 repayable on August 18, 2007, $75,000 repayable on November 19, 2007 and the balance due on demand. All are due on demand, accruing interest at the same rate.		887,455		887,455
iii.	Interest at 0.625% per month, with $50,000 repayable on October 5, 2004, $40,000 repayable on December 31, 2004, and $60,000 repayable on July 28, 2006, all due on demand		150,000		150,000
iv.	Non-interest-bearing, repayable on July 17, 2005, due on demand		270,912		270,912
v.	Non-interest-bearing loan repayable at $25,000 per month beginning October 2009, none repaid to date		310,986		310,986
vi.	Interest at 0.667% per month due January 15, 2011, none repaid to date		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		230,00
Total Arm’s Length Promissory Notes		$	2,424,353	$	2,424,353

Promisorry Notes Payable to Related Parties

Promissory notes payable to relatives of directors collateralized by a general security agreement on all the assets of the Company, due on demand:		September 30, 2015 (unaudited)	December 31, 2014
i.	Interest at 1% per month	845,619	$	845,619
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 director, bearing interest at 1% per month, due on demand		1,465,000		1,465,000
Total Related Party Promissory Notes		$2,861,966		2,861,966

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5. Capital Stock (Tables)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Stock Option Activity

	Nine Months Ended						Year Ended
	September 30, 2015 (unaudited)						December 31, 2014
	Number of			Weighted Average			Number of			Weighted Average
	Options			Exercise Price			Options			Exercise Price
Outstanding, beginning of period		245,700,100			0.030			130,550,000		$	0.04
Granted		334,500,100			0.015			118,550,100			0.03
Cancelled		—			—			(100,000	)		(0.07	)
Exercised		—			—			(3,300,000	)		(0.03	)
Expired		(1,200,000	)		(0.250	)		(3,300,000	)		(0.03	)
Outstanding, end of period		579,000,200			0.021			245,700,100		$	0.03
Exercisable, end of period		570,600,200			0.021			240,650,100		$	0.03

Stock Options Outstanding

	September 30, 2015						December 31, 2014
Expiry Date	Options		Exercise Price		Intrinsic Value		Options		Exercise Price		Intrinsic Value
September 30, 2015		—	$	0.250		—		1,200,000		0.250		—
November 29, 2015		—	$	0.030		—		20,000,000		0.030		—
March 6, 2016		—	$	0.030		—		35,750,000		0.030		—
May 4, 2016		1,000,000	$	0.050		—		1,000,000		0.050		—
May 23, 2016		100,000	$	0.030		—		100,000		0.030		—
May 27, 2017		400,000	$	0.030		—		400,000		0.030		—
May 31, 2017		500,000	$	0.250		—		500,000		0.250		—
August 16, 2017		250,000	$	0.030		—		250,000		0.030		—
December 28, 2017		—	$	0.030		—		14,250,000		0.030		—
December 28, 2017		1,000,000	$	0.030		—		51,000,000		0.030		—
January 28, 2018		2,300,000	$	0.030		—		2,300,000		0.030		—
March 26, 2018		500,000	$	0.030		—		500,000		0.030		—
April 9, 2018		1,000,000	$	0.030		—		1,000,000		0.030		—
October 1, 2018		500,000	$	0.030		—		500,000		0.030		—
February 7, 2019		700,000	$	0.030		—		700,000		0.030		—
April 1, 2019		—	$	0.030		—		110,000,100		0.030		—
April 18, 2019		2,000,000	$	0.030		—		2,000,000		0.030		—
May 21, 2019		500,000	$	0.030		—		500,000		0.030		—
July 25, 2019		1,000,000	$	0.030		—		1,000,000		0.030		—
August 1, 2019		1,250,000	$	0.030		—		1,250,000		0.030		—
August 26, 2019		1,500,000	$	0.030		—		1,500,000		0.030		—
January 30, 2020		4,500,000	$	0.030		—		—		—		—
May 29, 2020		560,000,200	$	0.015		—		—		—		—
Total		579,000,200	$	0.020		—		245,700,100		0.03		—
Weighted Average Remaining Contractual Life		4.58						3.09

Assumptions Used

	September 30, 2015 (unaudited)			December 31, 2014
Risk-free interest rate		1.68	%		2.50	%
Expected life		5 years			5 years
Expected dividends		0	%		0	%
Expected volatility		194	%		245	%
Forfeiture rate		0	%		0	%

Fair Value of Stock Options Granted - Allocation

	Three Months Ended September 30, 2015 (unaudited)		Three Months Ended September 30 2014 (unaudited)		Nine Months Ended September 30 2015 (unaudited)		Nine Months Ended September 30 2014 (unaudited)
Interest expense:
Related parties	$	—	$	9,248	$	3,184,459	$	3,296,342
Product Development:
Non-employees	$	1,631	$	1,699	$	12,899	$	17,847
Professional
Non-employees	$	815	$	11,152	$	2,989	$	44,610
Selling, general and administration:
Directors and Officers	$	—	$	—	$	—	$	37,263
Non-employees		1,787		63,972		18,412		67,782
	$	4,233	$	86,071	$	3,218,759	$	3,463,844

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8. Commitments - Commitments (Details)	Sep. 30, 2015 USD ($)
Sidney Chan
Commitments	$ 180,000
William Smith
Commitments	$ 180,000

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3. Interest, Advances and Promissory Notes Payable - Promissory Notes Payable (Details) - USD ($)		Sep. 30, 2015	Dec. 31, 2014
Promissory Notes Payable		$ 2,424,353	$ 2,424,353
Unsecured Note i
Promissory Notes Payable	[1]	450,000	450,000
Unsecured Note ii
Promissory Notes Payable	[2]	887,455	887,455
Unsecured Note iii
Promissory Notes Payable	[3]	150,000	150,000
Unsecured Note iv
Promissory Notes Payable	[4]	270,912	270,912
Unsecured Note v
Promissory Notes Payable	[5]	310,986	310,986
Unsecured Note vi
Promissory Notes Payable	[6]	125,000	125,000
Secured Note
Promissory Notes Payable	[7]	$ 230,000	$ 230,000

[1] i. Interest at 1% per month, repayable on March 31, 2009, due on demand

[2] 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.

[3] iii. Interest at 0.625% per month, with $50,000 repayable on October 5, 2004, $40,000 repayable on December 31, 2004, and $60,000 repayable on July 28, 2006, all due on demand

[4] iv. Non-interest-bearing, repayable on July 17, 2005, due on demand

[5] v. Non-interest-bearing loan repayable at $25,000 per month beginning October 2009, none repaid to date

[6] vi. Interest at 0.667% per month due January 15, 2011, none repaid to date

[7] 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

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5. Capital Stock - Stock Option Activity (Details) - $ / shares	1 Months Ended				2 Months Ended			3 Months Ended		5 Months Ended	9 Months Ended	12 Months Ended
	May. 29, 2015	Jan. 30, 2015	Aug. 26, 2014	May. 21, 2014	Oct. 02, 2014	Jul. 25, 2014	Apr. 02, 2014	Apr. 22, 2015	Aug. 15, 2014	May. 21, 2014	Sep. 30, 2015	Dec. 31, 2014
Equity [Abstract]
Outstanding, beginning of period		245,700,100								130,550,000	245,700,100	130,550,000
Outstanding, beginning of period, Weighted Average Exercise Price		$ 0.030								$ 0.04	$ 0.030	$ 0.04
Granted	330,000,100	4,500,000	2,000,000			1,000,000	83,333,400				334,500,100	118,550,100
Granted, Weighted Average Exercise Price	$ 0.015	$ 0.03	$ 0.05			$ 0.03	$ 0.03	$ 0.015			$ 0.015	$ 0.03
Cancelled												100,000
Cancelled, Weighted Average Exercise Price												$ 0.07
Exercised				1,450,000	500,000		500,000		1,250,000	1,550,000		(3,300,000)
Exercised, Weighted Average Exercise Price												$ (0.03)
Expired											1,200,000	3,300,000
Expired, Weighted Average Exercise Price											$ 0.250	$ 0.03
Outstanding, end of period											579,000,200	245,700,100
Outstanding, end of period, Weighted Average Exercise Price											$ 0.021	$ 0.030
Exercisable, end of period											570,600,200	240,650,100
Exercisable, end of period, Weighted Average Exercise Price											$ 0.021	$ 0.03

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		5 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	May. 21, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
OPERATING ACTIVITIES
Net loss	$ (770,876)	$ (874,336)		$ (5,584,789)	$ (5,628,012)	$ (6,452,397)	$ (2,997,229)
Stock-based compensation-product development costs				12,899	17,847
Stock-based compensation-selling, interest expenses				3,184,459	3,296,342
Stock-based compensation-general, selling and administration				18,412	105,045
Stock-based compensation-professional fees				$ 2,989	44,610
Gain on settlement of debt			$ 88,500		88,500
Non-cash imputed interest expenses				$ 111,531	74,084
Accrued interest on line of credit				690,658	509,749
Changes in operating assets and liabilities:
Increase in prepaid expenses				855	1,225
Increase in accounts payable and accrued liabilities				10,973	2,466
Increase in interest payable				386,678	416,262
Net cash used in operating activities				(1,165,335)	(1,160,380)
FINANCING ACTIVITIES
Proceeds from borrowings on line of credit				1,137,449	1,179,850
Net cash provided by financing activities				1,137,449	1,179,850
Change in cash				(27,886)	19,470
Cash, beginning of period			$ 29,558	58,842	29,558	29,558
Cash, end of period	$ 30,956	$ 49,028		$ 30,956	49,028	$ 58,842	$ 29,558
Supplemental information:
Shares issued to settle liabilities					$ 86,000

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5. Capital Stock

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

5. Capital Stock

5. Capital Stock

a) Authorized share capital

2,000,000,000 shares of common stock with a par value of $0.001 per share and 500,000,000 shares of preferred stock with a par value of $0.001 per share.

b) Issued share capital

During the period ended September 30, 2015:

There were no issuances for the nine month period ended September 30, 2015.

During the year ended December 31, 2014:

On May 21, 2014, consultants of the Company exercised their option to acquire 1,550,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company retired accounts payable of $135,000, resulting in a gain on settlement of debt of $88,500. The Company received full release of any additional claim to debt.

On August 15, 2014, a director of the Company exercised their option to acquire 1,250,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company retired accrued interest payable of $37,500.

On October 2, 2014, a consultant of the Company exercised their option to acquire 500,000 shares of common stock of the Company at an exercise price of $0.05 per share. As consideration, the Company retired accounts payable of $25,000 and received a full release of any additional claim to debt.

c) Stock options

During the period ended September 30, 2015:

On January 30, 2015, the Company granted the option to acquire 4,500,000 shares of common stock of the Company at a price of $0.03 per share for five years to 14 employees and consultants of the Company. The option to acquire the shares of common stock vest as follows:

• 650,000 at January 30, 2016,

• 650,000 at January 30, 2017,

• 1,050,000 at January 30, 2018,

• 1,050,000 at January 30, 2019, and

• 1,100,000 at January 30, 2020.

Included above, the respective option to acquire 500,000 shares of common stock granted to two consultants of the Company will only vest if the individual accepts a full-time role with the Company. The compensation expense recognized related to the vested stock options was $7,974. The compensation expense related to the unvested stock options to be recognized if the options vest is $34,884.

On April 22, 2015, the Company’s Board of Directors reduced the exercise price of the option to acquire 12,900,000 shares of common stock held by 21 consultants, officers, directors and employees of the Company from $0.03 per share to $0.015 per share. To date, none of the option amendments have been finalized.

On May 29, 2015, in connection with the amendment to increase the borrowing limit on the line of credit provided by the Chairman to the Company, the Company:

• granted the right and option to purchase, an additional 330,000,100 shares of common stock at a price of $0.015 per share until May 29, 2020, and

• reduced the exercise price of the option to acquire 230,000,100 shares of common stock from $0.03 to $0.015 and extended the expiry date of the option to acquire those 230,000,100 shares of common stock to May 29, 2020.

The compensation expense recognized related to the option grants was $3,184,459. There was no additional compensation expense recognized as a result of the modification to the exercise price of the previously granted options.

The Company recorded $26,327 in compensation expense related to vesting of stock options granted in previous periods.

During the year ended December 31, 2014:

On February 7, 2014, the Company:

1) granted the option to acquire 300,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vest as follows:

• 150,000 at the time of the grant, and

• 150,000 one year from the date of grant.

The compensation expense recognized related to this option grant was $17,940.

2) granted the option to acquire 400,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vest as follows:

• 100,000 at the time of grant, and

• three respective performance conditions, each for the option to acquire 100,000 shares, with respect to sales and partnership arrangements for the Company’s Health-e-Connect product.

The compensation expense recognized related to this option grant was $2,990. The compensation expense related to the unvested stock options to be recognized if the options vest is $8,970.

On April 1, 2014, the Company:

a) agreed to the following in exchange for amending the borrowing limit on its line of credit with the Chairman, increasing it from $4,000,000 to $5,500,000:

i. granted the option to acquire 83,333,400 shares of common stock of the Company at a price of $0.03 per share for a term of five years,

ii. modified the exercise price of the options to acquire 35,750,000 shares of common stock of the Company, granted June 2012, from $0.05 per share to $0.03 per share,

iii. modified the exercise price of the options to acquire 14,250,000 shares of common stock of the Company, granted December 2012, from $0.05 per share to $0.03 per share,

iv. modified the exercise price of the options granted January 2011 to the spouse of the Chairman, to acquire 20,000,000 shares of common stock of the Company from $0.05 per share to $0.03 per share, and

v. granted the option to the spouse of the Chairman to acquire 26,666,700 shares of common stock of the Company at an exercise price of $0.03 per share for a term of five years.

The compensation expense recognized related to the option grants was $3,280,929. There was no additional compensation expense recognized as a result of the modification to the exercise price of the previously granted options. These options were further modified May 29, 2015 as disclosed.

b) reduced the exercise price of 3,200,000 stock options from $0.05 per share to $0.03 per share. There was no additional compensation expense recognized as a result of the modification to the exercise price of these previously granted options. One individual, a Director of the Company, has exercised their option to acquire 1,250,000 shares of common stock which were modified during 2014.

c) allowed 500,000 stock options, with an exercise price of $0.03 per share, to vest. The options were previously to vest if the optionee entered into a full-time employment or equivalent role with the Company. The compensation expense recognized related to this option grant was $19,987.

On April 18, 2014, the Company:

a) granted the option to acquire 1,500,000 shares of common stock at a price of $0.03 per share for a term of five years to a Director of the Company. The options vested on May 19, 2014 when the individual assumed the role as President of the Company. The compensation expense recognized related to the option grant was $37,263.

b) granted the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years to a consultant of the Company. Options vest as follow:

• 100,000 shares vest immediately, and

• 400,000 shares vest upon the completion of a partnership with a specified major multinational pharmaceutical company.

The compensation expense recognized related to this option grant was $2,484. The compensation expense related to the unvested stock options to be recognized if the options vest is $9,937.

On May 21, 2014, the Company:

a) granted a consultant the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years. Options vest as follow:

• 100,000 shares vest twelve months from the date of the grant,

• 200,000 shares vest twenty four months from the date of the grant, and

• 200,000 shares vest thirty six months from the date of the grant

The compensation expense recognized related to this option grant was $10,029. The compensation expense related to the unvested stock options to be recognized if the options vest is $4,890.

b) granted a consultant the option to acquire 100,000 shares of common stock at a price of $0.03 per share until June 27, 2017. This option to acquire 100,000 shares of common stock was exercised as part of a debt settlement agreement. The compensation expense recognized related to this option grant was $2,906.

c) entered into agreements with three consultants to modify the exercise price of their collective options to acquire 1,450,000 shares of common stock from $0.07 to $0.03. The options to acquire 1,450,000 shares of common stock was exercised as part of a debt settlement agreement. There was no additional compensation expense recognized related to this option modification.

On July 25, 2014, the Company granted two directors each the option to acquire 1,000,000 shares of common stock at a price of $0.03 per share for a term of five years. One of the directors exercised their option to acquire 1,000,000 shares of common stock of the Company. The compensation expense related to the option grants was $49,590.

On August 1, 2014, the Company:

a) granted a director the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years The compensation expense recognized was $12,393.

b) granted a consultant the option to acquire 250,000 shares of common stock at a price of $0.03 per share for a term of five years. The compensation expense was $6,196.

c) granted a consultant the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years subject to:

i. Consenting to act as an advisor to the Board of Directors of the Company;

ii. Satisfactory completion, at the sole discretion of the Board of Directors, of a six month term as an advisor to the Board of Directors

iii. Completion of an on-going arrangement with the Company in a material capacity immediately subsequent to the completion of the six month term referenced above in ii.

The compensation expense of $12,393 was recognized at the time the options vested.

On August 26, 2014, the Company granted a creditor of the Company the option to acquire 2,000,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years. The options vest on the basis of 20 options for each dollar advanced to the Company to fund a public relations campaign. The option to acquire 500,000 shares of common stock has vested. The compensation expense recognized related to the vested stock options was $15,413. The compensation expense related to the unvested stock options to be recognized if the options vest is $46,238.

A summary of stock option activity is as follows:

	Nine Months Ended						Year Ended
	September 30, 2015 (unaudited)						December 31, 2014
	Number of			Weighted Average			Number of			Weighted Average
	Options			Exercise Price			Options			Exercise Price
Outstanding, beginning of period		245,700,100			0.030			130,550,000		$	0.04
Granted		334,500,100			0.015			118,550,100			0.03
Cancelled		—			—			(100,000	)		(0.07	)
Exercised		—			—			(3,300,000	)		(0.03	)
Expired		(1,200,000	)		(0.250	)		(3,300,000	)		(0.03	)
Outstanding, end of period		579,000,200			0.021			245,700,100		$	0.03
Exercisable, end of period		570,600,200			0.021			240,650,100		$	0.03

The options outstanding at September 30, 2015 and December 31, 2014 were as follows:

	September 30, 2015						December 31, 2014
Expiry Date	Options		Exercise Price		Intrinsic Value		Options		Exercise Price		Intrinsic Value
September 30, 2015		—	$	0.250		—		1,200,000		0.250		—
November 29, 2015		—	$	0.030		—		20,000,000		0.030		—
March 6, 2016		—	$	0.030		—		35,750,000		0.030		—
May 4, 2016		1,000,000	$	0.050		—		1,000,000		0.050		—
May 23, 2016		100,000	$	0.030		—		100,000		0.030		—
May 27, 2017		400,000	$	0.030		—		400,000		0.030		—
May 31, 2017		500,000	$	0.250		—		500,000		0.250		—
August 16, 2017		250,000	$	0.030		—		250,000		0.030		—
December 28, 2017		—	$	0.030		—		14,250,000		0.030		—
December 28, 2017		1,000,000	$	0.030		—		51,000,000		0.030		—
January 28, 2018		2,300,000	$	0.030		—		2,300,000		0.030		—
March 26, 2018		500,000	$	0.030		—		500,000		0.030		—
April 9, 2018		1,000,000	$	0.030		—		1,000,000		0.030		—
October 1, 2018		500,000	$	0.030		—		500,000		0.030		—
February 7, 2019		700,000	$	0.030		—		700,000		0.030		—
April 1, 2019		—	$	0.030		—		110,000,100		0.030		—
April 18, 2019		2,000,000	$	0.030		—		2,000,000		0.030		—
May 21, 2019		500,000	$	0.030		—		500,000		0.030		—
July 25, 2019		1,000,000	$	0.030		—		1,000,000		0.030		—
August 1, 2019		1,250,000	$	0.030		—		1,250,000		0.030		—
August 26, 2019		1,500,000	$	0.030		—		1,500,000		0.030		—
January 30, 2020		4,500,000	$	0.030		—		—		—		—
May 29, 2020		560,000,200	$	0.015		—		—		—		—
Total		579,000,200	$	0.020		—		245,700,100		0.03		—
Weighted Average Remaining Contractual Life		4.58						3.09

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

	September 30, 2015 (unaudited)			December 31, 2014
Risk-free interest rate		1.68	%		2.50	%
Expected life		5 years			5 years
Expected dividends		0	%		0	%
Expected volatility		194	%		245	%
Forfeiture rate		0	%		0	%

The weighted average fair value for the options granted during the nine months ended September 30, 2015 was $0.01   (2014: $0.03).

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

	Three Months Ended September 30, 2015 (unaudited)		Three Months Ended September 30 2014 (unaudited)		Nine Months Ended September 30 2015 (unaudited)		Nine Months Ended September 30 2014 (unaudited)
Interest expense:
Related parties	$	—	$	9,248	$	3,184,459	$	3,296,342
Product Development:
Non-employees	$	1,631	$	1,699	$	12,899	$	17,847
Professional
Non-employees	$	815	$	11,152	$	2,989	$	44,610
Selling, general and administration:
Directors and Officers	$	—	$	—	$	—	$	37,263
Non-employees		1,787		63,972		18,412		67,782
	$	4,233	$	86,071	$	3,218,759	$	3,463,844

XML

5. Capital Stock - Stock Options Outstanding (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Options	579,000,200	245,700,100
Exercise Price	$ 0.020	$ 0.03
Intrinsic Value
Weighted Average Remaining Contractual Life	4 years 6 months	3 years 1 month
September 30, 2015
Options		1,200,000
Exercise Price	$ 0.250	$ 0.250
Intrinsic Value
November 29, 2015
Options		20,000,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
March 6, 2016
Options		35,750,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
May 4, 2016
Options	1,000,000	1,000,000
Exercise Price	$ 0.050	$ 0.050
Intrinsic Value
May 23, 2016
Options	100,000	100,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
May 27, 2017
Options	400,000	400,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
May 31, 2017
Options	500,000	500,000
Exercise Price	$ 0.250	$ 0.250
Intrinsic Value
August 16, 2017
Options	250,000	250,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
December 28, 2017
Options		14,250,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
December 28, 2017 (2)
Options	1,000,000	51,000,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
January 28, 2018
Options	2,300,000	2,300,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
March 26, 2018
Options	500,000	500,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
April 9, 2018
Options	1,000,000	1,000,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
October 1, 2018
Options	500,000	500,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
February 7, 2019
Options	700,000	700,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
April 1, 2019
Options		110,000,100
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
April 18, 2019
Options	2,000,000	2,000,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
May 21, 2019
Options	500,000	500,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
July 25, 2019
Options	1,000,000	1,000,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
August 1, 2019
Options	1,250,000	1,250,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
August 26, 2019
Options	1,500,000	1,500,000
Exercise Price	$ 0.030	$ 0.030
Intrinsic Value
January 30, 2020
Options	4,500,000
Exercise Price	$ 0.030
Intrinsic Value
May 29, 2020
Options	560,000,200
Exercise Price	$ 0.015
Intrinsic Value

XML

3. Interest, Advances and Promissory Notes Payable - Interest Payable (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Interest Payable, Beginning Balance	$ 2,620,172	$ 2,075,017
Interest incurred on judgement against Company (note 6(b))		29,583
Interest incurred on promissory notes payable	386,678	128,893
Interest Payable, Ending Balance	3,006,850	2,620,172
Related Parties
Interest Payable, Attributable	1,582,420	1,352,750
Non-Related Parties
Interest Payable, Attributable	$ 1,424,430	$ 1,267,422