Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] | ||
| Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] | ||
| (Do not check if a smaller reporting company) | |||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES [ ] NO [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.$0.00 as at June 30, 2017.
March 31, 2014: $0.026.
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| Item 4. | Disclosure | |
| PART II | ||
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| Item 9A. | ||
| Item 9B. | Other Information | 63 |
| PART III | ||
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| Item 13. | ||
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| PART IV | ||
| Item 15. | ||
| Signatures | 79 |
ALR TECHNOLOGIES, INC. (the “Company” or “ALRT”) was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device which was owned by A Little Reminder (ALR) Inc. (“ALR”).
On October 21, 1998, the Company entered into an agreement with ALRA Little Reminder Inc. (“ALR”) whereby the Company would have the non-exclusive right to distribute certain products of ALR described below.
In December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol “MBET.” On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. Subsequently the symbol was changed to “ALRT.”
In April 1999, the Company acquired 99.9% (36,533,130) of the issued and outstanding Class A shares of common stock of ALR in exchange for 36,533,130 shares of the Company’s common stock thereby making ALR a subsidiary corporation of the Company. ALR also had outstanding 124,695 shares of Class B common stock, none of which was owned by the Company.
ALR was incorporated pursuant to the Company Act of British Columbia on May 24, 1996. ALR owned one subsidiary corporation, Timely Devices, Inc. (“TDI”). TDI was founded in Edmonton, Alberta, Canada on July 27, 1994. ALR owned all of the total outstanding shares of TDI. TDI had only one class of common stock outstanding.
On July 31, 2000, the Company sold all of its shares of ALR. From that point onward, the Company focused on developing its own technology, products and performed its own marketing.
On April 15, 2008, the Company incorporated a wholly-owned subsidiary in Canada under the name Canada ALRTech Health Systems Inc.
In late 2011, the Company relocated its headquarters to 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225.
During 2011, the Company received FDA clearance and achieved HIPPA compliance for its Health-e-Connect (“HeC”)Diabetes Management System. With these key achievements and a successful clinical trial,trials completed, the Company began implementing its commercialization strategy which included a pilot program with patients in late 2012. To date,Kansas in 2014. The Company obtained significant findings from this pilot program which led to the development of its Insulin Dosage Adjustment, for which it received FDA clearance in 2017, and Predictive A1C, for which it has submitted for worldwide patent application under the patent cooperation treaty to the World Intellectual Property Organization. The Company is actively seeking to initiate pilot programs with influential groups to initiate wide-scale deployment of its HeC System.
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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 RemoteALRT Diabetes Management ProgramSystem is a remote monitoring and care facilitation program that allows patients to upload the blood glucose data from their glucometers. ALRT Diabetes Care FacilitatorsHealth Data Monitors monitor that data and, based on clinician approved protocols, provide advice, support and interventions when patients show blood glucose readings that are out of an acceptable range or if they are failing to test their blood glucose as prescribed. The ALRT Health-e-Connect System has been successfully proven in a clinical trial that demonstrated this type of remote care is associated with significant lowering of A1c levels. The study concluded that continuing intervention using an internet based glucose monitoring system is an effective way of improving glucose control compared to conventional care. A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with comparable reductions in A1c levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS).
In the future, the Company may seek to adapt its 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.
ALRT Health-e-ConnectDiabetes Management 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 dependent. By the year 2030, it is expected that 1 in 10 adults, globally, will have diabetes (diagnosed and undiagnosed instances). By the year 2050, it is expected that 1 in 3 United States adults will have diabetes (diagnosed and undiagnosed instances). We believe diabetes is a global pandemic.
As a result, medical costs due to diabetes and its complications are enormous. In the United States, such costs are estimated to be over $245 billion a year. In Canada, where it is estimated there are 2 million people with diabetes, healthcare costs associated with diabetes is estimated to be more than $13 billion annually.
Diabetes is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the risk of developing the associated serious complications, thereby controlling healthcare costs. The Canadian Diabetes Association Clinical Practice Guidelines Expert Committee reports that “Successful diabetes care depends on the daily commitment of persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized around a multi- and interdisciplinary diabetes healthcare team that can establish and sustain a communication network between the person with diabetes and the necessary healthcare and community systems.”
However, as noted inPatrick Connole, “UnitedHealthcare, Other Large Insurers Seek Better Adherence to Diabetes Care”, Health Plan Week, February 11, 2013 Volume 23 Issue 5,80% of United States patients with diabetes do not follow their prescribed care plan.
Furthermore, inTreatment intensification for patients with type 2 diabetes and poor glycaemic controlby Fu and Sheenan, it was noted that out 11,525 patients investigated with an A1c greater than 8% patients received intensification as follows:
- 37% within 6 months;
- 11% within 6-12 months, and
- 52% never
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ALRT Diabetes Management System(continued)
A study in 2013 by Khunti, Wolden, Thorstead, Anderson and Davies entitledClinical inertia in people with type 2 diabetes: a retrospective cohort study of more than 80,000 peoplefound that patients it took on average 19 months to escalate patients with an average A1c of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1c of 8.8% from dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average A1c of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified.
The Company’s Health-e-ConnectDiabetes Management 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 systemDiabetes Management 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.
The Health-e-ConnectDiabetes Management System and the Company’s universal upload cable, are compatible with the majority of the major brands of glucose meters available for sale in the United States. Once development and testing is completed, the universal cable will be offered to customers who’ve adopted the Health-e-Connect System.
In August 2010, the Company received the results of a clinical trial conducted by Dr. Hugh Tildesley using the ALRT Health-e-Connect System. The trial showed A1c dropping from 8.8% to 7.6% for the Intervention Group using ALRT’s Health-e-Connect System as part of a diabetes management program. The A1c test is important in diabetes treatment management as a long-term measure of control over blood glucose for diabetes patients. According to Center for Disease Control and Prevention, “In general, every percentage drop in A1c blood test results (e.g. from 8% to 7%), can reduce the risk of microvascular complications (eye, kidney and nerve diseases) by 40%.”The trial served as the basis for an article titled “Effect of Internet Therapeutic Intervention on A1c Levels in Patients with Type 2 Diabetes Treated with Insulin” was published in the August 2010Diabetes Care publication.
In July 2011, the follow-up results of the Dr. Tildesley clinical trial were published in theCanadian Journal of Diabetes. Dr. Tildesley conducted a 12 month study using Health-e-Connect System as an Internet Based Blood Glucose Monitoring System (IBGMS) to provide intensive blood glucose control to determine the effects of internet based blood glucose monitoring on A1c levels in patients with type 2 diabetes treated with insulin. Dr Tildesley concluded that, “While IBGMS intervention was not a substitute for the patient–physician interaction in a clinical setting, it significantly improved A1c and, over time, we observed better glycemic control and patient satisfaction.”
In October 17, 2011, the Company announced that it had received 510(k) clearance from the U.S. Food and Drug Administration (FDA) for its Diabetes Management System (then known as the Health-e-Connect SystemSystem) for remote monitoring of patients in support of effective diabetes management programs. The 510(k) clearance enables the Company to commence with the United States marketing and sales launch of its Health-e-Connect System.
On March 13, 2013, the Company announced its partnership with the Mid-America Coalition on Health Care (MACHC). Under the partnership, the MACHC will introduce and offer pilot participation of ALRT’s Health-e-Connect Diabetes Management Program to their membership. The Mid-American Coalition is the second oldest business related health care coalition in the U.S. and consists of 67 member organizations representing more than 500,000 employees in the Greater Kansas City area. The goal of the partnership is to assist their multi-stakeholder membership, some of which are the largest employers in the Kansas City area, better manage and reduce the costs for their employees living with diabetes.
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ALRT Diabetes Management System(continued)
In September 2014, the Company initiated its pilot program with one of theKansas City Metropolitan Physician Association clinics to deploy its Diabetes Management System for up to 200 patients that fit certain criteria. As a result of the pilot program findings and general industry trends, the Company proceeded with developing three new innovations:
| · | Insulin Dosage Adjustment uses both American Diabetes Association (ADA) and American Association of Clinical Endocrinologists (AACE) guidelines for adjusting insulin, and |
| · | Predictive A1c, which converts blood glucose data uploaded into our Diabetes Management Systems and converts the large amount of data into a predicted or simulated A1C |
| · | Diabetes Therapy Review allows the healthcare providers to change care plans for patients on a timely basis based on the results of Predictive A1c and overall how patients are managing their diabetes |
On January 1, 2015, the Center for Medicaid and Medicare Services began reimbursing physicians for the non-face-to-face management of Medicare patients with two or more serious chronic diseases. Physicians would be paid a per-patient-per-month fee for “Chronic Care Management” and the examination of data from a remote monitoring platform is considered a reimbursable activity by CMS. Therefore, the company modified its System to conform to the customers of MDH on a trial basis until June 30, 2014. Both parties will review the resultsrequirements of the pilot. This electronic logbookCMS reimbursement. These modifications permit the company to market to medical groups throughout the United States with a product that will provide added convenience by allowing patientshelp physicians to uploaddraw down this new reimbursement as well as to potentially improve the outcomes of 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.
On November 5, 2013,February 18, 2015, the Company announcedfiled a development partnership agreement510(k) application with Insulin Algorithms that would integrate Insulin Algorithm’sthe FDA to add a remote insulin dosage adjustment software with ALRT’s Health-e-Connect remote monitoring platform. An integrationdosing recommendation feature to the Company’s Diabetes Management System. The company utilized the publicly available algorithm of the two technology platforms would createAACE & ADA. This feature allows the company to regularly run 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(and other key data) through the Insulin Algorithm software.
Preliminary data from the KCMPA pilot program indicated that a number of patients had achieved reductions in their A1c levels. On April 17, 2015, the company signed a commercial contract with one of the KCMPA clinics, the Clay-Platte Family Medicine Clinic, to provide remote monitoring services. The Company has provided these services to date to Clay-Platte at no charge as it has provided the Company with continuous users as a sample population for its own strategic planning and Drug Administration regulatory clearance. Underbusiness plan. The Company continues to actively provide services to Clay-Platte for certain of its patients.
On June 20, 2017, the agreement, ALRT will have accessCompany filed a worldwide patent application under the PCT for its Predictive A1c feature to the Insulin Algorithms software to begin the integration process while Insulin Algorithm’s FDA clearance is pending. Once integrated and tested, and after final FDA clearance, the ALRT-Insulin Algorithms system will be made available to the commercial marketplace both in the U.S. and internationally.
On September 18, 2017, 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 additionalreceived clearance from the FDA prior to commencing selling activities infor its Insulin Dosage Adjustment feature within the United States for other purposes.
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Potential Benefits ofALRT Health-e-ConnectDiabetes Management System
Our Diabetes Management System resolves the expensive and complex care requirements with diabetes by taking an unique approach. While the science of diabetes care is well established and understood, there are disconnects in applying theory into practice. Our System is designed to connect the gap between the theory and practice of diabetes care. We believe the main gaps between theory and practice are:
- Type 2 diabetes patients are well known for non-adherence to care plans; however, central to conventional diabetes care is patient self-management. A natural contradiction.
However, the challenges faced by healthcare providers are not related to their ability, rather:
- they face a lack of timely and reliable blood glucose data, resulting in delays to advance therapy and sub-optimal insulin dosing.
- when reliable blood glucose data is available, there is "too much information" for a healthcare provider to analyse in a 15 minute clinical visit.
Based on our clinical trials and pilot, the platform will improve patient outcomes and with the new features will be able to track performance of the healthcare providers as well as patients. Patients utilizing the ALRT Health-e-ConnectDiabetes Management System can realize many benefits. They can expect:
| · | More timely health care provider attention and action to existing or developing health conditions. |
| · | Maximization of benefits from health management activities and medication. |
| · | Improved health outlook. |
Health care providers can expect:
| · | More timely access to patient blood glucose data and trends |
| · | Better understanding of factors that affect patient condition and efficacy of prescribed health management program. |
| · | Increased ability to influence patient compliance behavior. |
| · | Higher reimbursements resulting from better documentation of post-consultation health care services and potential improvements in diabetes quality scores |
Employer, Insurers, and other entities that help manage patient’s health also benefit when their health care providers or patients use the ALRT Health-e-ConnectDiabetes Management System from:
| · | Improved health outlook for high cost diabetes patients. |
| · | Healthier and more productive employees. |
| · | Reduced number of claims and claims amounts for redundant or ineffective health management activities and medication. |
| · | Regular monitoring, supervision, and disease-related information provided to high-cost patients. |
| · | More effective wellness and disease management programs. |
| · | Ability to base co-pay amount or premium amount on level of compliance. |
Our system monitors compliance of disease management activities, such as treatments, medications and diagnostic tests, alerts designated parties when a patient is noncompliant. ItOur system also facilitates intervention if the patient is deemed at-risk. Often, physicians and caregivers do not detect noncompliance until the next medical appointment when a patient comes to the clinic. We believe more timely intervention should result in substantial health benefits to the patient and significant cost savings. The ongoing monitoring of compliance data will also allow for evaluation of compliance behavior over time, resulting in behavior modification or education efforts when appropriate.
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Potential Benefits ofALRT Diabetes Management System (continued)
Industry data indicates that 50% or more of people on medications do not take them as prescribed, and that this non-compliance contributes to 10% of hospitalizations and billions of dollars spent annually in excessive and preventable healthcare costs. Reminding a person to take an action is the first step in our system; monitoring their actions and their data is the second and intervention when needed is the important follow-up.
With a specific focus on diabetes treatment plans, a recent study from the Temple University School of Pharmacy indicates that the U.S. could save over $9 billion annually by improving patient adherence. Currently, there is inadequate oversight around the buying, selling and appropriate use of diabetes self-glucose testing supplies. Attempts at oversight are fragmented, primarily paper-based, and rely on unverifiable patient reporting. We feel that policies requiring electronic verification of test supply utilization prior to providing refills of test strips, will improve accountability. The Health-e-ConnectALRT Diabetes Management System has the capability to monitor and document the results of testing to verify that accountability.
We believe the Health-e-ConnectALRT Diabetes Management System can provide solutions to overcome numerous obstacles and inefficiencies in the healthcare system, potentially saving the United States billions of dollars while providing improved healthcare levels, as measured by A1c, for its citizens.
Reimbursement for Health Professionals
The Company continues to work to obtain confirmation that Health-e-Connectthe Diabetes Management System will allow for services to be provided by physicians that will be reimbursed by health insurance companies. The reimbursement will be a breakthrough as physicians will be paid to provide these important new services to their patients with chronic conditions.
Business Development and Marketing Strategy
The Company is focusing the majority of its efforts in introducing and marketing its Health-e-Connect System for medical clinics and health professionals to provide direct care to patients and be reimbursed by the patients’ health benefit plans as well as to employers due to the significant return on investment they can achieve by keeping employees/plan members healthy.
The Company is first targeting customers located in United States because of the large market potential but will also seek to obtain regulatory clearance and establish selling operations/agreements for sales and distribution in Canada, Europe, Australia and selected countries in Asia and South America.
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:
The Company’s main product is the Health-e-Connectits Diabetes Management System.
Selling Activities
The Company is actively seeking alliances with health care organizations, pharmaceutical companies, insulin providers and other health care companies that can act as catalysts to effect positive change for containing health care costs and improving health outcomes. We will work with these types of organizations to introduce the Health-e-ConnectALRT Diabetes Management System to their network and seek to start significant pilot projects that will lead to revenue generating arrangements.
Manufacturers
The Company does not have any designated manufacturers at this time.
Patents and Trademarks
| - | US Patent D446, 740 received on August 21, 2001 for Ornamental design of a Medication Alert Device in the shape of a heart. |
| - | US Patent |
| - | US Patent |
| - | US Patent 6,934,220 received on August 23, 2005 entitled Portable Programmable Medical Alert Device. |
| - | US Patent 7,607,431 issued October 27, 2009 for patient compliance and remote monitoring of patient’s use of nebulizer compressors. |
The Company has the following patent applications pending:
| - | Provisional Patent Application serial number 61/271,852 filed on July 27, 2009. Title is Patient Care Coordination System Including Home Use of Medical Apparatus. |
The Company has the following patent applications under the PCT:
| - | PCT/CA2017/050753 dated June 27, 2017. Title is “method and system for monitoring a diabetes treatment plan”. |
Competition
The Company competes with other corporations that produce diabetes compliance devices and monitoring systems, some of whom have greater financial, marketing and other resources than we do. A few companies currently offer compliance monitoring systems but either a) at much higher prices b) have fewer benefits than our system or c) they do not have FDA clearance. The Company’s competition includes, but is not limited to, Glooko, WellDoc, Medtronics, iGlucose and Microsoft Healthvault.
We feel none of these companies currently offer a comprehensive compliance system that offers the full spectrum of benefits and features that our Health-e-ConnectDiabetes Management System does with the potential cost efficiencies.
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Employees
The Company has one full-time employee, who is an Officerno employees and Director of the Company and one part-time employee. The Company has an additional 1917 personnel under independent contractor and consulting arrangements. The employee and consultants of the Company have contracts which outline their roles and responsibilities as either employee or independent contractor, as well as outlines the confidentiality requirements for all matters pertaining to the Company.
Recent Developments
On February 7, 2014, the Company:
| - | granted Dr. James Gavin III the option to acquire 300,000 shares of common stock at an exercise price of $0.05 per year for a term of five years. Options in respect of 150,000 shares would vest immediately with the balance vesting after 12 months. |
| - | granted Ms. Barbara Dubiel the option to acquire 400,000 shares of common stock at an exercise price $0.03 per share a term of five years. Options vest as follow: |
| a. | options in respect of 100,000 shares vest immediately, |
| b. | options in respect of 100,000 shares vest at the time a pilot project for the Company’s Health-e-Connect is initiated between the Company and a major undisclosed corporation, |
| c. | options in respect of 100,000 shares vest at the time a software sharing deal has been executed between the Company and a major undisclosed corporation, and |
| d. | options in respect of 100,000 shares vest at the time a national, co promotable deal for the Company’s Health-e-Connect has been executed between the Company and a major undisclosed corporation; |
Provided that those performance conditions are met or complied with in form and substance reasonably satisfactory to the Company by March 15, 2015
| - | amended its Audit Committee Charter to align with the requirements of major US stock exchanges scaled to the current size and state of the Company |
| - | approved a proposal from Mr. Sidney Chan (the Chairman of the Board of Directors and Chief Executive Officer of the Company) to increase the borrowing limit available on the line of credit between the Company and Mr. Chan from $4.0M to $5.5M in exchange for the grant of the option to acquire 50M shares of common stock of the Company. The Company and Mr. Chan have not yet executed an agreement for formalize this amended arrangement. |
On March 24, 2014, the Company agreed to the following in exchange for amending the borrowing limit on its line of credit with the Chairman increased from $4,000,000 to $5,500,000:
grant options to acquire 83,333,500 shares of common stock of the Company at a price of $0.03 per share for a term of five years,
modify the exercise price of the option to acquire 35,750,000 shares of common stock of the Company, granted June 2012, from $0.05 per share to $0.03 per share,
modify the exercise price of the option to acquire 14,250,000 shares of common stock of the Company, granted December 2012, from $0.05 per share to $0.03 per share,
modify the exercise price of the option 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
grant options 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.
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Recent Developments (continued)
On April 1, 2014, the Company entered into an amending agreement with Mr. Sidney Chan, the Chairman of the Board of Directors and Chief Executive Officer of the Company, whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to the Company from $4,000,000 to $5,500,000. All other terms and conditions of the amended credit agreement remain in force and unaltered. Mr. Chan and the Company had previously entered into an agreement on March 6, 2011, which was subsequently amended by further agreements dated October 24, 2011 and June 15, 2012 and December 28, 2012 whereby Mr. Chan agreed to make available to the Company a credit line equal to $4,000,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.
In exchange for increasing the borrowing limit on the line of credit, the Company agreed to:
| i. | grant |
| ii. | modify the exercise price of |
| iii. | modify the exercise price of |
| iv. | modify the exercise price of the option granted January 2011 to the spouse of |
| v. | grant |
On April 1, 2014, the Company
| i. | entered into agreements with the following consultants to modify their option to acquire shares of common stock of the Company as follows: |
Option Holder | Shares under Option | Previous Exercise Price per Share under Option | Amended Exercise Price per Share under Option |
| Dr. Alfonso Salas | 250,000 | $0.05 | $0.03 |
| Viper Enterprises LLC | 500,000 | $0.05 | $0.03 |
| Mr. Johnny Tlardera | 200,000 | $0.05 | $0.03 |
| Mr. Norbert Ricafranca | 200,000 | $0.05 | $0.03 |
| Mr. Steven Brassard | 300,000 | $0.05 | $0.03 |
| Mr. Lester Tolentino | 200,000 | $0.05 | $0.03 |
| Ms. Barbara Dubiel | 300,000 | $0.05 | $0.03 |
| Mr. Glen Reyes | 200,000 | $0.05 | $0.03 |
| Mr. Ken Robulak | 350,000 | $0.05 | $0.03 |
| Dr. Kent Stoneking | 500,000 | $0.05 | $0.03 |
| Mr. Mark Uy | 200,000 | $0.05 | $0.03 |
| ii. | entered into an amendment agreement with Mr. Steven Brassard whereby the vesting conditions on his option to acquire 500,000 shares of common stock, granted April 9, 2013, were removed. Previously, this option was to vest if Mr. Brassard accepted a full-time role with the Company. |
On April 11, 2014, the Company received notice of resignation effective May 18, 2014 from Mr. Lawrence Weinstein for the positions of President and Chief Operating Officer. On April 17, 2014, the Company received notice of resignation effective May 18, 2014 from Mr. Lawrence Weinstein for his position as a member of the Board of Directors of the Company. On May 18, 2014, Mr. Lawrence Weinstein resigned from the positions of President, Chief Operating Officer and member of the Board of Directors of the Company.
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Recent Developments (continued)
On April 18, 2014, the Board of Directors appointed Mr. Bill Smith to assume the position of President effective May 19, 2014. Upon assuming the office of President of the Company, Mr. Smith will be paid $15,000 per month. In conjunction with the appointment, the Company granted Mr. Smith the option to purchase 1,500,000 shares of common stock at a price of $0.03 per share for a term of five years. On May 19, 2014, Mr. Smith assumed the position of President of the Company.
On April 18, 2014, the Company granted Ms. Barbara Dubiel the option to acquire 500,000 shares of common stock of the Company at a price of $0.03 per share for a term of five years. Options vest as follow:
| - | 100,000 shares vest immediately |
| - | 400,000 shares vest upon the completion of a partnership with a specified major multinational pharmaceutical company (a different company unrelated to the option grant dated February 7, 2014), |
On May 21, 2014, the Company:
| a) | granted Mr. Philip Murphy 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 option to acquire shares 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 |
| - | 200,000 shares vest thirty six months from the date of the grant |
| b) | granted Ms. Nancy Antrobus the option to acquire 100,000 shares of common stock at a price of $0.03 per share until June 27, 2017. |
| c) | entered into agreements with the following consultants to modify their option to acquire shares of common stock of the Company as follows: |
Option Holder | Shares under Option | Previous Exercise Price per Share under Option | Amended Exercise Price per Share under Option |
| Ms. Kathi Cullari | 1,250,000 | $0.07 | $0.03 |
| Ms. Michelle Gillespie | 100,000 | $0.07 | $0.03 |
| Ms. Jennifer Wagner | 100,000 | $0.07 | $0.03 |
| d) | entered into a debt settlement agreement with Cullari Communications Group LLC whereby Cullari agreed to release and discharge all accounts payable owed in exchange for the exercises of options: |
Option Holder | Shares under Option | Amended Exercise Price per Share under Option |
| Ms. Kathi Cullari | 1,250,000 | $0.03 |
| Ms. Michelle Gillespie | 100,000 | $0.03 |
| Ms. Jennifer Wagner | 100,000 | $0.03 |
| Ms. Nancy Antrobus | 100,000 | $0.03 |
On June 2, 2014, the option granted to Ms. Sarah Cox to acquire 100,000 shares of common stock at a price of $0.07 per share was cancelled.
On July 25, 2014, the Company granted the option to acquire 2,000,000 shares of common stock at a price of $0.03 per share for a term of five years as follows to two members of the Board of Directors of the Company:
Option Holder | Shares under Option |
| Mr. Kenneth Robulak | 1,000,000 |
| Dr. Alfonso Salas | 1,000,000 |
| 12 |
Recent Developments (continued)
On August 1, 2014, Mr. Peter Stafford, QC, was appointed to the Board of Directors of the Company. Mr. Stafford is a retired lawyer and business consultant, having practised with Fasken Martineau DuMoulin LLP, a major Canadian based international law firm, and its predecessor firms, from 1966 to 2013, except for several years spent as in-house counsel for clients of the firm. Mr. Stafford's experience is in the areas of corporate and securities law, including mergers and acquisitions. Mr. Stafford joined one of the predecessor firms of Fasken Martineau in 1966 and was a senior partner and former chair of the Business Law department of the Firm’s Vancouver office. From 1985 to 1986, Mr. Stafford was Vice-President, General Counsel and Secretary of the Bank of British Columbia and from 1987 to 1989 he was Vice-President and Chief Counsel to Kaiser Resources Ltd., a finance and investment company. From 1989 until his retirement from full-time practice in 2006, Mr. Stafford served as senior partner in Faskin Martineu DuMoulin LLP, including leading the start of its Johannesburg, South Africa office in 2003. Since August 2013, Mr. Stafford has served as director, secretary and audit committee chair of Russell Breweries Inc. (TSX-V: RB). He was a director and subsequently secretary of WEX Pharmaceuticals Inc. (TSX listed) from September 2001 to its amalgamation in May 2011, a director and board chair of BC Bancorp (TSX listed) from October 1986 until its merger with Canadian Western Bank in November 1996, a director of Nissho Iwai (Canada) Ltd. a subsidiary of Nissho Iwai Corp. (now Sojitz Corp.) from June 1997 until October 2003 and a director of China One Corporation (TSX-V listed) from March 2007 until it was acquired in December 2008.Mr Stafford also served as Director of two private companies, Pikes Peak Resources Inc. from 2007 to 2012 and Paraguay Minerals Inc., from 2007 to date. Mr. Stafford obtained his Bachelor of Arts from the University of Cape Town in 1957 and obtained an LL. B from the University of South Africa in 1960. Mr. Stafford was 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.
On August 1, 2014, we granted the options to acquire 1,250,000 shares of our common stock at a price of $0.03 per share to expire on August 1, 2019 as follows:
Option Holder | Shares under Option |
| Mr. Peter Stafford | 500,000 |
| Mr. Ronald Cheng | 500,000 |
| Mr. Steven Brassard | 250,000 |
The option granted to Mr. Ronald Cheng to acquire 500,000 shares of common stock at $0.03 per share vest at the time Mr. Cheng completes a six month advisory term to the Board of Directors satisfactorily to the board of directors and immediately subsequently thereafter enters into a subsequent relationship with the Company.
On August 15, 2014, Dr. Alfonso Salas exercised his 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 August 26, 2014, the Company granted Mr. Marco Babini, 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. On October 2, 2014, Mr. Babini exercised his option to acquire 500,000 shares of common stock of the Company through the retirement of debts totaling $25,000.
| 13 |
Recent Developments (continued)
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 | Note |
| Glen Reyes | 300,000 | Note 1 |
| Mark Uy | 300,000 | Note 2 |
| Norberto Ricafranca | 300,000 | Note 2 |
| Lester Tolentino | 300,000 | Note 2 |
| Johnny Lardera | 50,000 | Note 3 |
| Timothy John Co | 250,000 | Note 4 |
| David Manalili | 250,000 | Note 4 |
| Mark Reyes | 250,000 | Note 4 |
| Sherjo Evangelista | 250,000 | Note 4 |
| Marymar Payton | 500,000 | Note 7 |
| Alex Leong | 500,000 | Note 5 |
| Rhonda Klarck | 500,000 | Note 5 |
| Alice Chapman | 250,000 | Note 4 |
| Phil Murphy | 500,000 | Note 6 |
Note 1: The grant will vest the option to acquire 100K shares in January of 2018, 2019 and 2020.
Note 2: The grant will vest the option to acquire 100K shares in January of 2018, 2019 and 2020.
Note 3: The grant will vest the option to acquire 50K shares in January 2020.
Note 4: The grant will vest the option to acquire 50K shares at each anniversary date of the option grant until the option grant is fully vested.
Note 5: The grant will vest the option to acquire 100K shares at each anniversary date of the option grant until the option grant is fully vested.
Note 6: The option to acquire 500,000 shares of common stock of the Company will vest 100K at each anniversary date of the option grant, subject to the optionee accepting a full-time role with the Company.
Note 7: The option to acquire 500,000 shares would vest as follow:
| 1) | Upon entering into a full-time employment (or equivalent) role with the Company within 180 days; and |
| 2) | Each anniversary of her employment, the option to acquire 100,000 shares would vest until the option is fully vested. |
On January 30, 2015, Mr. Ronald 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 onNAFTA 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.
| 14 |
Recent Developments (continued)
On February 10, 2015, the Company entered into a revised services agreement with the Chief Executive Officer of the Company. In accordance with the terms of the agreement, short term compensation paid to the Chief Executive remains unchanged, however he will receive a 1% sales bonus on all sales of the Company. In addition, should his contract be terminated, all debts repayable to the Chief Executive Officer, his spouse and their family through existing debt facilities will be due within five days of his termination with the Company.
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.
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.
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 stock optionconditions 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 new agreements areis due on demand.
In exchange for Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company:
| · | reduced the exercise price of the 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 $0.015 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 spouse of Mr. Chan, Ms. Christine Kan, 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; and |
| · | 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. |
On December 28, 2015, the Company was notified by OTC Markets Group that it did not cure its bid price deficiency in the processtime provided. The Company’s stock listing was moved from the OTCQB to OTC Pink Current Information on December 29, 2015. To meet the standards of being draftedthe OTCQB, a Company must have a minimum closing bid price of $0.01 per share on at least one of the prior thirty consecutive calendar days.
On January 15, 2016, the Company announced that it has not been successful in finding follow on financing and completed.accordingly reduced its operating budget by reducing its United States based sales and marketing program and diabetes care facilitation workforce. On January 31, 2016, the Company received the resignation of Mr. William Smith from the positions of President and member of the board of directors of the Company.
| 15 |
Recent Developments (continued)
On June 21, 2016, the Company accepted a proposal from Sidney Chan, the Chairman and Chief Executive Officer of the Company, to amend the existing credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $7,000,000 to $8,500,000. All other terms and conditions remain unaltered. Mr. Chan and the Company had previously entered into a credit agreement on March 6, 2011, which was subsequently amended by amending agreements dated October 24, 2011, June 15, 2012, December 28, 2012, April 1, 2014 and May 29, 2015 whereby Mr. Chan agreed to make available to the Company a credit line equal to an aggregate of $7,000,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.
Under the terms of the proposal, in exchange for Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company would be required to:
| · | reduce the exercise price of the 466,666,667 shares of common stock under option to Mr. Chan from $0.015 to $0.002; |
| · | grant Mr. Chan the right and option to purchase, an additional 3,783,334,200 shares of common stock at a price of $0.002 per share for a term of five years from the date of execution of the amended credit agreement. |
| · | reduce the exercise price of the 93,333,400 shares of common stock under option to the spouse of Mr. Chan, Ms. Christine Kan, from $0.015 to $0.002; |
| · | grant Ms. Kan the right and option to purchase, an additional 606,667,100 shares of common stock at a price of $0.002 per share for a term of five years from the date of execution of the amended credit agreement |
On December 20, 2016, certain stockholders who beneficially owned 122,998,482, or approximately 50.66%, of the combined voting power of the common stock consented in writing to increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000) shares, par value $0.001 per share. The Company filed a preliminary information statement with the SEC but has not filed its definitive statement due to its deficient reporting status.
On January 27, 2017, the Company’s Board of Directors approved a 100:1 reverse share split of the Company’s common stock. The Company cannot complete its stock split due to its deficient reporting status with the SEC.
On November 27, 2017, the Company’s Board of Directors approved the grant of the option to 8,700,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years. 2,200,000 of the approved options were to a director of the Company and 6,500,000 were to consultants of the Company.
| ITEM 1A. | RISK FACTORS |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
None.
| 16 |
| ITEM 3. | LEGAL PROCEEDINGS. |
Accounts payable and accrued liabilities as of December 31, 20132015 include $180,666 (December 31, 2012 -$180,666)2014 - $180,666) of amounts owing to a supplier, which the Company has previously disputed and has refused to provide payment. The amount payable stems from services provided during 2004. The vendor has not sought any actions to collect the amounts and management does not expect to ever pay this amount. Management asserts that the Company has no obligation to the vendor as the vendor did not perform the work sought as expected and the Company never took possession of the end product. The outcome of this matter cannot be determined at this time. Any additional liability realized, if any, will be recognized once the amount is determinable. Any gain on settlement of the account payable will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.
Included in notes payable and accrued interest payable, are the following recognized liabilities which have involved legal proceedings:
1) Mr. H. Gordon Niblock
During 2009, the following judgment was rendered: Niblock Financial Systems, Inc. et al v. ALR Technologies, Inc. Forsyth County North CarolinaFile Number 0-9-CVS-2220. The judgment against the Company was in the amount of $600,000 in favor of Niblock Financial Systems, Inc. and $550,000 in favor of H. Gordon Niblock, plus court costs and attorney’s fees. The judgment was rendered as a result of the Company’s failure to pay amounts due under several promissory notes. On September 30, 2009, subject to the entry of that judgment, the Company reached a Settlement Agreement with the two plaintiffs, resulting in a cash payment, a credit to the judgment and an assignment of the Judgment to Christine Kan.
As part of the Settlement Agreement Mr. Stan Cruitt, a Director of the Company at the time assigned unsecured advances payable by the Company totaling $425,000 with no stated terms of interest or repayment to the plaintiffs. As part of the Settlement Agreement, the Company agreed to the following repayment terms:
- $300,000 repayable at a rate of $25,000 per month evidenced by a promissory note and
- $125,000 repayable in whole by January 15, 2011.
The plaintiffs (Niblock Financial Systems, Inc. et al) filed a motion of default against the Company (ALR Technologies, Inc.) in the Superior Court of Forsyth County, North Carolina (case number 10-CVS-685) for failure to meet the repayment terms of the $300,000 promissory note. On October 26, 2010, case 10-CVS-685 was heard and the court found in favor of the plaintiff, meaning the Company was ordered to repay full principle of $300,000 along with $11,000 of accrued interest from the original settlement date, being September 30, 2009. While the interest rate was not included in the original settlement agreement, the Company did not contest the inclusion of interest in the judgment.
On December 18, 2013, the Company was served with a civil summons from H. Gordon Niblock in respect of a complaint for breach of agreement to repay the promissory note of $125,000 due on by January 15, 2011, plus interest at the legal rate of eight percent per annum from the date of maturity of the note until the amount is repaid plus reasonable attorney fees of the proceedings. On February 5, 2014, case 13-CVS-7736 for the plaintiff’s motion for entry of default and default judgment was heard in the Superior Court Division of Forsyth Country, North Carolina. The court found in favor of the plaintiff, ruling that the Company was in default of its agreement with the Plaintiff and that the Plaintiff is eligible to seek affirmative relief against the defendant.
The Company has not made any repayments under the terms of the settlement agreement for either the loans (and accrued interest) totaling $468,000$486,000 or any costs of the judgment reached against the Company.
| 17 |
The Company owes a promissory note to Ms. Irene Ho which was demanded for repayment on December 14, 2010. This amount has not been repaid and interest continues to accrue at the legal rate. The total principal and interest owing to Ms. Irene Ho is approximately $444,000.
3) Mr. Stan Link
Mr. Stan Link holds a note from the Company, which is in arrears. The matter was reduced to a Consent Judgment in the amount of $43,608 on April 13, 2009. This full amount is still outstanding and continues to accrue interest at the stated rate of the note. The total principal and interest owing to Mr. Stan Link is approximately $61,000.
On March 27, 2017 the United States District Court granted the motion to dismiss a complaint filed by MyHealth, Inc. against the Company in case 2:16-CV-00535-RWS. The court ordered, adjudged and decreed that My Health, Inc.’s complaints against ALR Technologies, Inc. were dismissed with prejudice. MyHealth, Inc. originally filed a motion of appeal, which subsequently MyHealth, Inc. dismissed. On May 19, 2016 MyHealth, Inc filed a complaint against the Company that it engaged in willful and knowing patent infringement against MyHealth, Inc.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| 18 |
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
The Company’s Common Stock is quoted on the Bulletin Board (OTCQB) operated by the Federal Industry Regulatory Authority (“FINRA”) under the symbol “ALRT.” The following table sets forth the high and low sales prices for our common stock for each quarter within the last two fiscal years:.
| Quarter Ended | High Bid [1] | Low Bid [1] | |||||
| December 31, 2013 | 0.039 | 0.021 | |||||
| September 30, 2013 | 0.047 | 0.030 | |||||
| June 30, 2013 | 0.055 | 0.032 | |||||
| March 31, 2013 | 0.047 | 0.028 | |||||
| December 31, 2012 | 0.048 | 0.032 | |||||
| September 30, 2012 | 0.069 | 0.050 | |||||
| June 30, 2012 | 0.079 | 0.070 | |||||
| March 31, 2012 | 0.080 | 0.080 | |||||
| Quarter Ended | High Bid [1] | Low Bid [1] |
| December 31, 2015 | 0.01 | 0.00 |
| September 30, 2015 | 0.01 | 0.00 |
| June 30, 2015 | 0.02 | 0.00 |
| March 31, 2015 | 0.02 | 0.01 |
| December 31, 2014 | 0.04 | 0.01 |
| September 30, 2014 | 0.04 | 0.02 |
| June 30, 2014 | 0.04 | 0.02 |
| March 31, 2014 | 0.03 | 0.02 |
[1] These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
At December 31, 2013,2015, there were 239,477,909242,777,909 common shares of the Company issued and outstanding.
As at December 31, 2015, there were 136 registered holders of record of the Company’s common shares and an undetermined number of beneficial holders.
No cash dividends has been declared by the Company nor is any intended to be declared. The Company is not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render the Company insolvent. Dividend policy will be based on the Company’s cash resources and needs and it is anticipated that all available cash will be needed for working capital.
Securities Authorized From Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans and accordingly the Company does not have any securities authorized for issuance under an equity compensation plan.
Recent Sales of Unregistered Securities
There were no issuance of securities that were not under a registration statement during the year ended December 31, 2015 and the subsequent period to the date of this Form 10K.
Purchases of Equity Securities by the Company and Affiliated Purchasers
Neither the Company nor an affiliated purchaser of the Company purchased common shares of the Company in the year ended December 31, 2015.
| ITEM 6. | SELECTED FINANCIAL DATA |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.
| 19 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
General
The Company’s business is focused on enhancement of adherence to disease and healthcare management programs through monitoring, reminders and improved communications. The Company’s primary business markets are the providers of health insurance and the providers of disease and case management services, including the home care industry.
The largest potential for sustainable long term growth and value generation lies with the market segments that have the most influence on the end-user and the most to gain from improved healthcare results. These market segments are the health insurance providers, and the medical clinics and physicians who provide the care for people with chronic disease. Our focus is on penetrating the full cycle of health care services including medical clinics, hospitals and health plans with diabetics being the initial patient targets.
Revenue
The Company did not generate any revenue in 20132015 or 2012.2014. For the past several years, the Company has been devoting its efforts to developing and commercializing its Health-e-ConnectDiabetes Management System, a patient monitoring, and compliance system, aand communications platform to allow health professionals and case managers to communicate as needed to the patient and/or to other health professionals. In October 2011, the Company announced that it had received FDA clearance to sell the Health-e-Connectits Diabetes Management System in the United States. Since receiving FDA clearance, the Company’s senior leadership team has been presenting how the Health-e-ConnectDiabetes Management System uniquely supports mutual priorities around improved patient care, healthcare cost-containment, accountability, and job creation based on the results from the clinical trials conducted and applied to studies surrounding diabetes management by numerous sources.
Product Development
During the 20132015 fiscal year, the majority of the Company’s product development efforts were expended to:
| · |
| · |
| · | Prepare for application to the FDA for 510K clearance for the IDA development; |
| · | Prepare for additional functionality to enhance care facilitation |
| · | Implement advances as a result of pilot program feedback, and |
| · | Other general advances of the |
With the completion of the Health-e-ConnectDiabetes Management System, the Company is currently focusing its efforts on the commercial launch plans of the product and conducting research activities for future attributes and applications for the Health-e-ConnectDiabetes Management System.
Product development and research costs were $340,949$522,918 in 20132015 and $584,355$488,839 in 2012.
| 20 |
Operating Capital
The Company has no revenues and has not generated any revenues during the last two fiscal years.since creating its Diabetes Management System. The Company is funding operations viathrough the line of credit financing it has available. The majority of the Company’s expenditures go towards product development, professional fees and administrative activities. The Company incurs significant amounts of interest expense from its debts outstanding and from time to time, the grant of stock options in exchange for either 1) deferred payment 2) agreements of note extensions and 3) additional/increased credit facilitiesborrowing limits provided. All stock options granted as compensation related to the debts of the Company have been recorded at their value fair value using the Black-Scholes option pricing model and are expensed over the agreed upon term of the debt instrument where applicable.
There is no certainty of this,the timing or amount of cash flows from sales, and if sales do begin, there is no certainty that it will reach the level necessary to cover operating costs and costs to service the company’s debts. The Company has limited resources and is exploring un-establishedseeking to penetrate markets with indirect competition with much greater resources. The Company is seeking to displace generally accepted processes for diabetes management which means it is directly entering into an unestablished market. Management is evaluating alternatives to penetrate both existing and methods for selling its products.new marketplaces in order to generate cash flows. Management believes the business plan of the Company will give it the best opportunity to achieve commercial feasibility but due to the current acceptance levels of the Health-e-Connect,Diabetes Management System, there is substantial uncertainty over the Company’s ability to execute the plan, the level of success associated with the execution of its business plan or the actual timeline to execute the plan. If the actual timeline for the execution of the business plan is substantially longer than planned, it could jeopardize the Company’s long term success. For these reasons the Company is presently in working with the Chairman to increase the lineseeking additional financing.
The Company has an operating lines of credit facility with the Chairman from $4,000,000 to $5,500,000 as discussed in more detail below.
There is no certainty that the Company will ever be able to achieve the level of sales necessary to cover operating costs or achieve the level of sales before the borrowing limits on the lines of credit financing are reached. Last year,During 2015, the Company increased the borrowing limit from $2,500,000$7,500,000 to $4,000,000$9,000,000 with the expectation of achieving substantial sales during the 20132015 fiscal year, which did not materialize. The Company may require additional financing in the future for which there is no guarantee it will receive, furthermore, even if the Company is able to achieve sufficient cash flows to support operations, it will need to service its debt obligations, which as of December 31, 20132015 were $14,982,086.
Operating Issues
The Company has expended significant efforts introducing the Health-e-Connect System to specified retail chains, pharmaceutical manufacturers, contract research organizations, health management organizations, pharmacy benefits managers and certain clinics treating specific disease conditions. The Company has not had sales for outstanding promissory notesseveral years. During the 2014 and accrued interest2015 fiscal years, the Company has devoted 100% of its efforts to developing the Diabetes Management System for commercial launch. Management plans for the Company to become a commercially viable enterprise through sales of the Health-e-Connect Remote Diabetes Management Program.
If management is not successful in its plans, they may be required to raise additional funds from its existing and is owed $2,536,385prospective shareholders or debtholders, which it may not be able to accomplish on satisfactory terms for a line of credit with the Company.
| 21 |
Management Compensation
During 2013,2014 and 2015, the Company’s two officers were all paid from the line of credit financing available.
| - | Sidney Chan, Chief Executive Officer, accrues $15,800 per month, all of which was recorded as an increase to the borrowings on the lines of credit provided by |
| William Smith, President, was paid |
The Company issues stock options as compensation from time to time. No directors of the Company earn service fees for their position as Director of the Company. Those Directors that hold a position as Officer or consultant of the Company earn fees for those services provided. During 2013,2015, the Company did not issuegrant any stockincentive options to officers or directors:
| · | Mr. William Smith - 1,500,000 |
| · | Mr. Kenneth James Robulak - 1,000,000 |
| · | Dr. Alfonso Salas - 1,000,000 |
| · | Mr. Peter Stafford - 500,000 |
Mr. Ronald Cheng was granted the option to developing the Health-e-Connect Systemacquire 500,000 shares of common stock at a price of $0.03 for commercial launch. Management plansfive years during 2014, prior to becomebecoming a commercially viable enterprise through sales of the Health-e-Connect Remote Diabetes Management Program.
Capital Structure
As of the date of this management discussion and analysis
Authorized Common Stock
2,000,000,000 shares of common stock with a par value of $0.001 per share.
On December 20, 2016, certain stockholders who beneficially owned 122,998,482, or approximately 50.66%, of the combined voting power of the common stock consented in writing to increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000) shares, par value $0.001 per share. The Company has not completed its Definitive 14C filing with the SEC due to its status as being deficient with its reporting requirements.
On January 27, 2017, the Company’s Board of Directors approved a 100:1 reverse share split of the Company’s common stock. The Company has filed the amendment to its articles to effect the reverse split with the State of Nevada. The Company did not file its final Schedule 14C due to its deficient reporting status with the SEC.
Issued Common Stock
242,777,909 shares of common stock are issued and outstanding.
Authorized Preferred Stock
500,000,000 shares of preferred stock with a par value of $0.001 per share.
Issued Preferred Stock
No shares of preferred stock have been issued
Stock Options
Options to acquire 130,550,000579,000,200 shares of common stock are outstanding and the Company has committed to grant options to acquire an additional 110,000,200 shares of common stock.outstanding.
| 22 |
Results of Operations
December 31, 20132015 compared to December 31, 2012
| Amount ($) | Percentage (%) | ||||||||||||||
| 2013 | 2012 | Increase/(Decrease) | Increase/(Decrease) | ||||||||||||
| Revenue | - | - | |||||||||||||
| Cost of Sales | - | - | |||||||||||||
| General and administrative | 939,360 | 945,352 | (5,992 | ) | (1 | ) | |||||||||
| Product development | 340,949 | 584,355 | (243,406 | ) | (42 | ) | |||||||||
| Market development fees | - | 242,425 | (242,425 | ) | (100 | ) | |||||||||
| Professional fees | 394,770 | 135,218 | 259,552 | 192 | |||||||||||
| Other items | |||||||||||||||
| Interest expenses | 1,339,399 | 6,461,210 | (5,121,811 | ) | (79 | ) | |||||||||
| Other income | (17,249 | ) | (39,900 | ) | 22,651 | (57 | ) | ||||||||
| Net Loss | $ | 2,997,229 | $ | 8,328,660 | (5,331,431 | ) | (64 | ) | |||||||
Sales for the years ended December 31, 2013 and 2012 were $nil as the Company continued focused its efforts on achieving wide-scale deployment of the HeC by developing of a business network to introduce pilot programs into. For the 2014 fiscal year, the Company is forecasting its sales could increase significantly from $nil, however, as of the date of this document, the Company does not have any sales for the 2014 fiscal year.
| Amount ($) | Percentage (%) | ||||||
| 2015 | 2014 | Increase / | Increase / | ||||
| (Decrease) | (Decrease) | ||||||
| Operating Expenses | |||||||
| General and administrative | 836,756 | 1,039,726 | (202,970) | (20) | |||
| Product development | 522,918 | 488,836 | 34,082 | 7 | |||
| Professional fees | 217,454 | 293,054 | (75,600) | (26) | |||
| 1,577,124 | 1,821,617 | (244,493) | (13) | ||||
| Other items | |||||||
| Foreign exchange gain | (3,483) | (3,446) | (37) | 1 | |||
| Interest expenses | 4,795,168 | 4,705,880 | 89,288 | 2 | |||
| Gain on settlement of debt | - | (88,500) | (88,500) | (100) | |||
| Recovery of expense | (70,000) | - | 70,000 | 100 | |||
| Net Loss | $ | 6,298,813 | $ | 6,435,550 | (136,737) | (2) |
General and Administrative
General and administrative costs incurred consist of salaries and consulting fees of management personnel, stock-based compensation for options granted to management personnel, travel and trade show costs, rent of the Company’s corporate office, website development costs and general costs incurred through day-to-day operations.
During the year there was notthe Company had a significant variancereduction in the total expense incurred. Bygeneral and administrative expenses incurred by type of general and administrative cost, the variance can be seen as follows:
| Amount ($) | |||||||||||
| 2013 | 2012 | Increase/(Decrease) | |||||||||
| General and administrative: | |||||||||||
| Management salaries & consulting fees | 671,000 | 575,000 | 96,000 | ||||||||
| Stock based compensation | 66,000 | 197,000 | (131,000 | ) | |||||||
| Travel and trade-shows | 109,000 | 121,000 | (12,000 | ) | |||||||
| Rent of corporate office | 13,000 | 13,000 | - | ||||||||
| Website & information technology | 33,000 | 7,000 | 26,000 | ||||||||
| Other general & administrative costs | 47,000 | 32,000 | 15,000 | ||||||||
| Total | $ | 939,000 | $ | 945,000 | (6,000 | ) | |||||
| Amount ($) | ||||||
| 2015 | 2014 | Increase / | ||||
| (Decrease) | ||||||
| General and administrative: | ||||||
| Management salaries & consulting fees | 597,000 | 704,000 | (107,000) | |||
| Stock based compensation | 20,000 | 107,000 | (87,000) | |||
| Travel and trade-shows | 110,000 | 121,000 | (11,000) | |||
| Rent of corporate office | 23,000 | 25,000 | (2,000) | |||
| Website & information technology | 37,000 | 33,000 | 4,000 | |||
| Other general & administrative costs | 50,000 | 50,000 | - | |||
| Total | $ | 837,000 | $ | 1,040,000 | (203,000) |
The Company offset additional management personnel costs, website andcash-based general costs with& administrative expenditure decreased by approximately $116,000 during the reduction2015 fiscal year as compared to the 2014 fiscal year. The decrease in amount ofoperating expenses during 2015 can be attributable to a decrease in stock based compensation for options granted to management. The additional managementdirectors, officers and personnel costs related toas well as the additionreduction of two new staff members as announced duringpersonnel with the year:
During the 20142016 fiscal year, the Company is forecasting thisfurther reduced its general and administrative operating expenditures as compared to increase proportionately to2015 as it reduced its sales and marketing team in the progress with pilot programs and sales achieved.
| 23 |
Results of Operations (continued)
Product development
Substantially all of the product development costs incurred related to a) services provided by contractors of the Company b) expenses incurred for purchaseproduct development and c) stock-based compensation for options granted to members of the product development team. The significant decreaseincrease from the prior year is related to the level of services required by the development team of the Company.Company and for additional developers and testers retained. For the 20142015 fiscal year, the Company is forecasting itswas anticipating a 33% increase in product development costs from 2014 which was lower than the actual percentage increase as a result of increased personnel requirements for the pilot program and Diabetes Management System advancements.
For the 2016 fiscal year, the Company had an increase in development expenditures to increase by 33%of 5% as the Company will requirerequired additional internal personnel for the pilotongoing projects forecasted for the year.
Interest expense
Interest expense was incurred from the following sources for years ended December 31, 20132015 and 2012:
| Amount ($) | |||||||||||
| Interest Expense: | 2013 | 2012 | Increase/(Decrease) | ||||||||
| Interest expense incurred on promissory notes | 506,000 | 506,000 | $ | - | |||||||
| Interest expense incurred on lines of credit | 578,000 | 407,000 | 171,000 | ||||||||
| Imputed interest on zero interest loans | 184,000 | 169,000 | 15,000 | ||||||||
| Stock options granted for promissory notes | - | 5,378,000 | (5,378,000 | ) | |||||||
Interest and penalties due to the Internal Revenue Service for which the Company is seeking relief | 70,000 | - | 70,000 | ||||||||
| Other | 1,000 | 1,000 | - | ||||||||
| Total | $ | 1,339,000 | $ | 6,461,000 | $ | (5,122,000 | ) | ||||
Amount ($) Increase / (Decrease) | |||||||
| Interest Expense: | 2015 | 2014 | |||||
| Interest expense incurred on promissory notes | 516,000 | 546,000 | $ | (30,000) | |||
| Interest expense incurred on lines of credit | 944,000 | 750,000 | 194,000 | ||||
| Imputed interest on zero interest loans | 149,000 | 111,000 | 38,000 | ||||
| Stock options granted for promissory notes | 3,184,000 | 3,296,000 | (112,000) | ||||
| Other | 2,000 | 3,000 | (1,000) | ||||
| Total | $ | 4,795,000 | $ | 4,706,000 | $ | 89,000 | |
Interest on Promissory Notes
Interest on promissory notes was the same as the prior year as there were no repayments, issuances or changes, whatsoever, in any of the promissory notes from December 31, 20122014 to December 31, 2013, 2015, with the exception of:
| a) | interest incurred as a result of a 2014 judgment ruled against the Company whereby a promissory note that had no stated interest rate was to accrue interest at a rate of 8% per annum. Previously, the Company had recognized imputed interest of 12% per annum on this debt; and |
| b) | a promissory note and related accrued interest totaling $39,000 assigned to Christine Kan as a result of a private transaction during the 2015 fiscal year. |
During the 20142015 fiscal year, the Company doesdid not anticipate any changes to the promissory note balance owed and expects(except the interestconsent judgement). Interest on promissory notes tofor the 2016 fiscal year will be consistent with the past two years.
Interest on Lines of Credit
The Company has two line of credit facilities that hadwith balances as follows:
| Dec 31 | Dec 31 | Amount ($) Increase /
| |||||
| Lines of Credit: | 2015 | 2014 | |||||
| Line of Credit provided by Sidney Chan | $ | 6,627,000 | $ | 5,097,000 | $ | 1,530,000 | |
| Line of Credit provided by Christine Kan | 2,000,000 | 2,000,000 | - | ||||
| Total | $ | 8,627,000 | $ | 7,097,000 | $ | 1,530,000 | |
| 24 |
| Amount ($) | |||||||||||
| Lines of Credit: | 2013 | 2012 | Increase/(Decrease) | ||||||||
| Line of Credit provided by Sidney Chan | $ | 3,521,000 | $ | 2,094,000 | $ | 1,427,000 | |||||
| Line of Credit provided by Christine Kan | 2,000,000 | 2,000,000 | - | ||||||||
| Total | $ | 5,521,000 | $ | 4,094,000 | $ | 1,427,000 | |||||
Results of Operations (continued)
Interest Expense (continued)
Interest on Lines of Credit (continued)
The Company incurred interest expense on the lines of credit as follows:
| Amount ($) | |||||||||||
| Interest Expense on Line of Credit : | 2013 | 2012 | Increase/(Decrease) | ||||||||
Interest expense incurred on line of credit from Sidney Chan during the year | $ | 338,000 | $ | 169,000 | $ | 169,000 | |||||
Interest expense incurred on line of credit from Christine Kan during the year | 240,000 | 238,000 | 2,000 | ||||||||
| Total | $ | 578,000 | $ | 407,000 | $ | 171,000 | |||||
| Year Ended | Year Ended | Amount ($) | |||||
| Interest Expense on Line of Credit : | 2015 | 2014 | Increase / | ||||
| Interest expense incurred on line of credit from Sidney Chan during the year |
$ |
704,000 |
$ |
510,000 |
$ |
194,000 | |
| Interest expense incurred on line of credit from Christine Kan during the year |
240,000 |
240,000 |
- | ||||
| Total | $ | 944,000 | $ | 750,000 | $ | 194,000 |
During the 20132015 fiscal year, the Company had borrowed an additional $1,427,000 against$1,530,000 from its line of credit facilities (interest rates of 1% per month on the borrowed balance). In addition to incurring interest for a full year on the amounts borrowed during the 20122014 fiscal year, this borrowing during 20132015 resulted in significantly higher interest incurred on the lines of credit for the year ended. During 2014,2016, the Company will finance some or all offinanced its operations through line of credit borrowing facilities which and therefore,as a result, its interest expense related to the line of credit facilities is forecasted to increase, which could be in excess of an additional $200,000 for the fiscal year.
Imputed Interest
During the 20132015 and 20122014 fiscal years, the Company had certain zero interest promissory notes advances payable and accounts payable in excess of one year. Pursuant to the company’s accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest and theinterest; instead of increasing the liabilities of the Company, itimputed interest expense is allocated to equity under the financial statement line item“additional paid-in capital”.The Company’s zero interest instruments were as follows as at December 31, 20132015 and 2012:2014:
| Amount ($) | |||||||||||
| Zero Interest Instruments: | 2013 | 2012 | Increase/(Decrease) | ||||||||
| Accounts Payable (older than one year) | $ | 867,000 | $ | 796,000 | $ | 71,000 | |||||
| Advances Payable* | - | 106,000 | (106,000 | ) | |||||||
| Promissory Notes to unrelated parties | 696,000 | 696,000 | - | ||||||||
| Total | $ | 1,563,000 | $ | 1,598,000 | $ | (35,000 | ) | ||||
Amount ($) (Decrease) | |||||||
| Zero Interest Instruments: | 2015 | 2014 | |||||
| Accounts Payable (older than one year) | $ | 665,000 | $ | 674,000 | $ | (9,000) | |
| Promissory Notes to unrelated parties | 571,000 | 571,000 | - | ||||
| Total | $ | 1,236,000 | $ | 1,245,000 | $ | (9,000) | |
The Company incurred imputed interest as follows:
| Amount ($) | |||||||||||
| Imputed Interest Expense: | 2013 | 2012 | Increase/(Decrease) | ||||||||
| Accounts Payable (older than one year) | $ | 88,000 | $ | 69,000 | $ | 19,000 | |||||
| Advances Payable | 12,000 | 16,000 | (4,000 | ) | |||||||
| Promissory Notes to unrelated parties | 84,000 | 84,000 | - | ||||||||
| Total | $ | 184,000 | $ | 169,000 | $ | 15,000 | |||||
Amount ($) Increase / (Decrease) | |||||||
| Imputed Interest Expense: | 2015 | 2014 | |||||
| Accounts Payable (older than one year) | $ | 80,000 | $ | 29,000 | $ | 51,000 | |
| Promissory Notes to unrelated parties | 68,000 | 82,000 | (14,000) | ||||
| Total | $ | 148,000 | $ | 111,000 | $ | 37,000 | |
The imputed interest expense increased in the current year as comparedthe Company recorded a recovery in the previous year when it transferred a non-interest debt to an interest bearing debt pursuant to a consent judgement ruled against the 2013Company during 2014. Moving forward, we anticipate the expense to be consistent with the amount incurred in the 2015 fiscal year.year unless accounts payable or promissory notes payable without interest materially change.
| 25 |
Results of Operations (continued)
Interest Expense (continued)
Stock Based Compensation
On December 28, 2012,May 29, 2015, the Company and Sidney Chan, the Chairman of the Board and Chief Executive Officer of Directors approved a proposal from Mr. Sidney Chan, whereby he willthe Company, agreed to amend the existing credit agreement between the two parties to increase the borrowing limit under his existingon the line of credit withprovided to the Company from $2,500,000$5,500,000 to $4,000,000. Pursuant$7,000,000. In exchange for Mr. Chan making available the additional loan of $1,500,000 to the proposal:
| · | reduced the |
| · | 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, |
| · |
| · | extended the |
| · | 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. |
As a result of these stock option grants, the Company incurred $5,378,000 $3,184,000of stock based compensation expense which was allocated to interest expense. As the options were fully vested, and the debt facility was a revolving line of credit, due on demand, the full amount was expensed at the time of the grant of the options.
On April 1, 2014, the Company and Mr. Sidney Chan entered into an agreement whereby the borrowing limit on his existing line of credit with the Company increased from $4,000,000 to $5,500,000. In consideration of the financing, the Company:
| · | granted Mr. Chan the option to purchase 83,333,400 shares of common stock at an exercise price of $0.03 per share for a term of five years; |
| · | reduced the exercise price of the option to purchase 70,000,000 shares of common stock from $0.05 per share to $0.03 per share held by Mr. Chan and his spouse; and |
| · | granted an option to acquire 26,666,700 shares of common stock at an exercise price of $0.03 per share for a term of five year. |
As a result of these stock option grants, the Company incurred $3,296,000of stock based compensation expense which was allocated to interest expense. As the options were fully vested, and the debt facility was a revolving line of credit, due on demand, the full amount was expensed at the time of the grant of the options.
During the 2013 fiscal year, the Company did not grant any options related to any of its debts. During the 20142016 fiscal year, the Company anticipates significant expense as it is presently in discussions with Mr. Changranted additional options to extend borrowing limit onfinance the lineoperations of credit from $4,000,000 to $5,500,000.the Company.
| 26 |
Results of Operations (continued)
Professional costs incurredFees
Professional fees expense consist of consulting and advisory fees of certain professionals retained, audit fees, legal fees, diabetes care facilitators fees and stock-based compensation for options granted to professionals.
During the year, there was not a significant variancereduction in the total expense incurred. By type of general and administrative cost,professional fee expense, the variance can be seen as follows:
| Amount ($) | |||||||||||
| Professional Fees: | 2013 | 2012 | Increase/(Decrease) | ||||||||
| Corporate auditor - Year-end and quarterly review | 38,000 | 42,000 | (4,000 | ) | |||||||
| Stock based compensation | 173,000 | - | 173,000 | ||||||||
| Legal Fees | 43,000 | 34,000 | 9,000 | ||||||||
| Diabetes care facilitators | 20,000 | - | 20,000 | ||||||||
| Professionals retained | 121,000 | 59,000 | 62,000 | ||||||||
| Total | $ | 395,000 | $ | 135,000 | 260,000 | ||||||
| Amount ($) | ||||||
| Professional Fees: | 2015 | 2014 | Increase / | |||
| (Decrease) | ||||||
| Corporate auditor - Year-end and quarterly review | 37,000 | 40,000 | (3,000) | |||
| Stock based compensation | 4,000 | 46,000 | (42,000) | |||
| Legal Fees | 35,000 | 46,000 | (11,000) | |||
| Diabetes care facilitators | 88,000 | 41,000 | 47,000 | |||
| Professional advisors retained | 53,000 | 120,000 | (67,000) | |||
| Total | $ | 217,000 | $ | 293,000 | (76,000) |
A significant amount of the increasedecrease in professional fees for the 20132015 year from the prior year can be attributed to stock-based compensation and additional professionalsa reduction in the external advisory firms retained.
During 2014, the Company granted stock options to certain consultants to tie their compensation with the overall success of the Company while reducing cash requirements. The Company granted stock options to:
| · | public relations consultant |
| · | sales |
| · | market development and investor introduction firm |
| · | accounting and corporate reporting consultant |
During the 20142016 fiscal year, the Company is anticipating the professional fees to remain consistentdecrease significantly as it has eliminated its diabetes care facilitation team in the United State. Once the Company is able to 2013, withachieve sales, the exceptioncost of stock-based compensation, which it expects todiabetes care facilitation would be significantly reduced, subject to opportunities to add synergistic service providers.
| 27 |
Liquidity and Capital Resources
Cash Balances
At December 31, 2013,2015, the Company’s cash balance was $29,558$52,688 compared to $11,082$58,842 at December 31, 2012.2014.
Short and Long Term Liquidity
| Working Capital | |||||||||||||||
As At December 31, 2013 | As At December 31, 2012 | Amount ($) Increase/(Decrease) | Percentage (%) Increase/(Decrease) | ||||||||||||
| Current Assets | $ | 33,946 | $ | 27,911 | 6,035 | 22 | |||||||||
| Current Liabilities | $ | 14,982,086 | $ | 12,497,723 | 2,484,363 | 20 | |||||||||
| Working Capital (Deficiency) | $ | (14,948,140 | ) | $ | (12,469,812 | ) | (2,478,328 | ) | 20 | ||||||
| Working Capital | |||||||
As At December 31, 2015 | As At December 31, 2014 | Amount ($) Increase / (Decrease) | Percentage (%) Increase / (Decrease) | ||||
| Current Assets | $ | 54,000 | $ | 66,000 | (12,000) | (18) | |
| Current Liabilities | $ | 20,676,000 | $ | 17,760,000 | 2,916,000 | 16 | |
| Working Deficiency | $ | (20,622,000) | $ | (17,694,000) | (2,928,000) | 17 | |
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 Liabilities
The Company has current liabilities of 14,982,086$20,676,225 as at December 31, 20132015 as compared to $12,497,723$17,760,323 as at December 31, 2012.2014. Current liabilities were as follows:
December 31, 2013 | December 31, 2012 | Change ($) | Change (%) | ||||||||||||
| Accounts payable and accrued liabilities | $ | 1,112,020 | $ | 1,002,183 | 109,837 | 11 | |||||||||
| Interest payable | $ | 2,075,017 | $ | 1,569,321 | 505,696 | 32 | |||||||||
| Advances payable | $ | - | $ | 105,613 | (105,613 | ) | (100 | ) | |||||||
| Line of credit | $ | 6,508,730 | $ | 4,534,287 | 1,974,443 | 44 | |||||||||
| Promissory notes to related parties | $ | 2,861,966 | $ | 2,861,966 | - | - | |||||||||
| Promissory notes to arm’s length parties | $ | 2,424,353 | $ | 2,424,353 | - | - | |||||||||
| Total current liabilities | $ | 14,982,086 | $ | 12,497,723 | 2,484,363 | 20 | |||||||||
| December 31, 2015 | December 31, 2014 | Change ($) | Change (%) | ||||
| Accounts payable and accrued liabilities | $ | 982,069 | $ | 1,055,468 | (73,399) | (7) | |
| Interest payable | $ | 3,135,743 | $ | 2,620,172 | 515,571 | 20 | |
| Line of credit | $ | 11,272,094 | $ | 8,798,364 | 2,473,730 | 28 | |
| Promissory notes to related parties | $ | 2,861,966 | $ | 2,861,966 | - | - | |
| Promissory notes to arm’s length parties | $ | 2,424,353 | $ | 2,424,353 | - | - | |
| Total current liabilities | $ | 20,676,225 | $ | 17,760,323 | 2,915,902 | 16 |
Accounts Payable and Accrued Liabilities (and Advances Payable)
Accounts payable and accrued liabilities consists of the trade payables and unclassified vendors of the Company. During the 20132015 fiscal year, the Company transferredrecorded a recovery of $70,000 related to the reversal of certain amounts of $115,613 that was classified as advances payable, into accounts payable. This balance consisted of cumulative amounts owed to a former director and officer ofassessed by the IRS against the Company (resigned August 2012). Since the individual was no longer a related party,in prior years. Subsequent to December 31, 2015, the Company transferredwas notified that certain of these amounts would be reversed. The remaining amount was reversed during the balance owed to him to accounts payable.
Interest Payable
Interest payable relates to the accumulated, unpaid interest expense incurred on the promissory notes to related parties and promissory notes to arm’s length parties. The change from December 31, 20132015 to December 31, 20122014 is equal to the interest expense incurred on both those types of promissory notes during the 20132015 fiscal year.
| 28 |
Current Liabilities (continued)
Line of Credit
As of December 31, 2013,2015, the Company has borrowed a total of $5,520,540 (2012$8,626,993 (2014 - $4,094,136)$7,097,273) and has outstanding accrued interest of $988,190 (2012$2,645,101 (2014 - $440,150)$1,701,091). During 2013,2015, the Company borrowed $1,426,404 (2012$1,529,720 (2014 - $1,529,974)$1,576,733) and incurred interest of $578,039 (2012$944,010 (2014 - $406,732)$750,401).
Line of Credit from Ms. Christine Kan
The Company obtained a line of credit of US$1,000,000 from Ms. Christine Kan (the spouse of the Chairman of the Board and Chief Executive Officer of the Company) on March 2010 (the terms of which were finalized in May 2010). The loan was unsecured with interest payable on funds borrowed at 1% per month. These proceeds were to be put towards working capital and the continued development of the Company’s product line. On January 3, 2011, the Creditor granted the Company an increase in the borrowing limit from$1,000,000from $1,000,000 to $2,000,000. As of December 31, 2013,2015, the Company has borrowed $2,000,000 (2012(2014 - $2,000,000) and has accrued interest outstanding of $536,385 (2012$1,016,385 (2014 - $296,385)$776,385). During the 20132015 fiscal year, the Company borrowed $nil (2011(2014 - $389,070)$nil) and incurred interest of $240,000 (2012(2014 - $238,000)$240,000).
Line of Credit from Mr. Sidney Chan
On March 6, 2011, the Company obtained a $2,500,000 line of credit from Sidney Chan (the Chairman of the Board and Chief Executive Officer of the Company).Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.Originally, the line of credit was for a comprehensive marketing program, but subsequently was amended to be for general corporate purposes.On January 29, 2013,April 1, 2014, Mr. Sidney Chan and the Company executed an amending agreement effective January 8, 2013, whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to the Company from $2,500,000$4,000,000 to $4,000,000. $5,500,000. On May 29, 2015, the borrowing limit was further increased to $7,000,000As of December 31, 2013,2015, the Company has borrowed $3,520,540 (2012$6,626,993 (2014 - $2,093,965)$5,097,273) and has accrued interest outstanding of $451,805 (2012$1,628,716 (2014 - $143,766)$924,706). During 2013,2015, the Company borrowed $1,426,404 (2012$1,529,720 (2014 - $1,140,904)$1,576,733) and incurred interest of $338,039 (2012$704,010 (2014 - $168,548$472,901).
Promissory Notes to Related Parties and Promissory Notes Payable to Arm’s Length Parties
The Company has promissory notes with 2120 individuals or corporations that relate to historical amounts borrowed. There has been no new activity for several years. All of these promissory notes are past due and continue to accrue interest at their respective legal rates of interest (mostly 1% per month).
Short and Long Term Liquidity
The Company has incurred significant operating losses over the past several fiscal years (2013(2015 - $2,997,229; 2012$6,298,813; 2014 - $8,328,660)$6,435,550), is currently unable to self-finance its operations, has a working capital deficit of $14,948,140 (2012$20,621,972 (2014 - $12,469,812)$17,694,771), an accumulated deficit of $48,857,954 (2012$61,592,317 (2014 - $45,860,725)$55,293,504), limited resources, no source of operating cash flow, no assurances that sufficient funding will be available to conduct further product development and operations and no assurance the Company’s current projects will be commercially viable or profitable.
All of the Company’s debt financing is past due or due on demand. The Company will seek to replace this financing with funds generated by operations, replacement debt or from equity financings through private placements or the exercise of options. While certain of the Company’s creditors have agreed not to demand immediate payment. There is no assurance that they will continue to do so in the future. As the Company is past due or in default on its promissory notes payable and accrued interest payable, there is substantial risk of future legal action against the Company. The Company has faced consent judgements and demand notices against it for overdue promissory notes. Failure to obtain either replacement financing or creditor consent to delay the repayment of existing financing could result in the Company having to cease operations.
| 29 |
Short and Long Term Liquidity (continued)
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 | $ | 1,112,020 | $ | 1,112,020 | $ | - | $ | - | $ | - | |||||||||
| Interest payable | 2,075,017 | 2,075,017 | - | - | - | ||||||||||||||
| Line of credit | 6,508,730 | 6,508,730 | - | - | - | ||||||||||||||
| Promissory notes to related parties | 2,861,966 | 2,861,966 | |||||||||||||||||
| Promissory notes to arm’s length parties | 2,424,353 | 2,424,353 | - | - | - | ||||||||||||||
| $ | 14,982,086 | $ | 14,982,086 | $ | - | $ | - | $ | - | ||||||||||
| Cash Flows | |||||||
| Year Ended | Year Ended | ||||||
| December 31, 2013 | December 31, 2012 | ||||||
| Cash Flows used in Operating Activities | $ | (1,407,928 | ) | $ | (1,529,894 | ) | |
| Cash Flows provided by (used in) Financing Activities | 1,426,404 | 1,529,974 | |||||
| Net (decrease) increase in Cash During Period | $ | 18,476 | $ | 80 | |||
| Payments due by period | ||||||||||
| Less | More | |||||||||
| than 1 | 1-3 | 3-5 | Than 5 | |||||||
| Total | year | years | years | Years | ||||||
| Accounts payable & accrued liabilities | $ | 982,069 | $ | 982,069 | $ | - | $ | - | $ | - |
| Interest payable | $ | 3,135,743 | $ | 3,135,743 | - | - | - | |||
| Line of credit | $ | 11,272,094 | $ | 11,272,094 | - | - | - | |||
| Promissory notes to related parties | $ | 2,861,966 | $ | 2,861,966 | - | - | - | |||
| Promissory notes to arm’s length parties | $ | 2,424,353 | $ | 2,424,353 | - | - | - | |||
| $ | 20,676,225 | $ | 20,676,225 | $ | - | $ | - | $ | - | |
| Cash Flows | ||||
| Year Ended | Year Ended | |||
| December 31, 2015 | December 31, 2014 | |||
| Cash Flows used in Operating Activities | $ | (1,535,874) | $ | (1,487,449) |
| Cash Flows provided by (used in) Financing Activities | 1,529,720 | 1,516,733 | ||
| Net (decrease) increase in Cash During Period | $ | (6,154) | $ | 29,284 |
Cash Used in Operating Activities
Cash used by the Company in operating activities during the year ended December 31, 20132015 totaled $1,408,971$1,535,874 as compared to $1,529,894$1,487,449 for year ended December 31, 2012.2014. The Company’s cash used in operating activities can be reconciled from net loss as follows:
| Cash Used in Operating Activities Reconciliation | 2013 | 2012 | |||||
| Net loss | $ | (2,997,229 | ) | $ | (8,328,660 | ) | |
Stock-based compensation expense incurred for product development, professionals and management personnel | 244,913 | 5,597,662 | |||||
| Non-cash imputed interest expenses | 183,988 | 169,248 | |||||
Increase (decrease) in prepaid expenses from realization (purchase) of prepaid expenses | 12,441 | (13,217 | ) | ||||
Net purchases (net repayments) with balances owing in accounts payable and accrued liabilities | 64,224 | 134,214 | |||||
| Increase in advances payable | - | 5,086 | |||||
| Accrued interest on lines of credit | 578,039 | 406,732 | |||||
| Accrued interest from promissory notes | 505,696 | 499,041 | |||||
| Cash used in operating activities | (1,407,928 | ) | (1,529,894 | ) | |||
| Cash Used in Operating Activities Reconciliation | 2015 | 2014 | |||||||
| Net loss | $ | (6,298,813) | $ | (6,435,550) | |||||
| Stock-based compensation incurred for interest, product development, professionals and management personnel | 3,222,992 | 3,468,421 | |||||||
| Non-cash imputed interest expenses | 148,620 | 111,498 | |||||||
| Non-cash gain on settlement of debt | - | (88,500) | |||||||
| Bonus drawn against line of credit | - | 60,000 | |||||||
| Increase (decrease) in prepaid expenses from realization (purchase) of prepaid expenses | 5,145 | (2,322) | |||||||
| Net purchases (net repayments) with balances owing in accounts payable and accrued liabilities | (73,399) | (73,552) | |||||||
| Accrued interest on lines of credit | 944,010 | 750,401 | |||||||
| Accrued interest from promissory notes | 515,571 | 545,155 | |||||||
| Cash used in operating activities | (1,535,874) | (1,487,449) | |||||||
Cash Proceeds from Financing Activities
During the year ended December 31, 2013,2015, the Company borrowed $1,426,404 (2012$1,529,720 (2014 - $1,529,974)$1,516,733) by drawing down on its operating line of credit from the Chairman of the Company.
| 30 |
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the accounting policiespolices that are most critical to its financial condition and results of operations and involve management’s judgment and/or evaluations of inherent uncertain factors are as follows:
Development stage company. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, developing operating assets and raising capital. Accordingly, the Company is considered to be in the development stage as defined in ASC 915 Development Stage Entities. While the Company generated revenues from its previous generation of products, the Company has not generated any revenues from its current principal operations, and there is no assurance of future revenues.
Stock-based compensation.The Company follows Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”). SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated financial statements. Stock-based compensation recognized during the period is based on the value of the portion of the stock-based payment awards that are ultimately expected to vest during the period. The Company estimates the fair value of the stock options using the Black-Scholes Option Pricing Model, consistent with the provisions of SFAS 123R. The Black-Scholes valuation model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock.
Recent Accounting Pronouncements
i. Adopted
On June 10, 2014, the FASB issued ASU No. 2011-11, Balance Sheet2014-10, Development Stage Entities (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the concept of a development stage entity ("DSE") in its entirety from current accounting guidance. Amendments to the consolidation guidance may result in more DSEs being considered variable interest entities. The amendments innew guidance applies to all entities that previously met the definition of a DSE. ASU 2011-11 require the disclosure of information on offsetting and related arrangements2014-10 is effective for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 were to be applied retrospectivelypublic business entities for fiscal years,annual reporting periods beginning after December 15, 2015, and interim periods within those years,therein. Early adoption of the new standard is permitted. The Company has elected to early adopt ASU 2014-10, as permitted and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities.
-31-
| 31 |
| ii. | Issued |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after January 1, 2013. TheDecember 15, 2016. Early adoption is permitted. Adoption of this update didpronouncement is not expected to have a material impact on the Company’s consolidated financial statementsstatements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the Company.
In December 2011,March 2016, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11)2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendmentsnew guidance will change how companies account for certain aspects of share-based payments to employees. Under existing accounting guidance, tax benefits and certain tax deficiencies arising from the vesting of share-based payments are recorded in ASU 2011-11additional paid-in-capital. The new guidance will require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 weresuch benefits or deficiencies to be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements of the Company.
In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption.
In August 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2018, with early application permitted. The standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable.
The Company ishas implemented all new accounting pronouncements that are in the process of assessing theeffect and may impact of this updateits financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.
| 32 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Consolidated Financial Statements
December 31, 20132015 and 2012
| Page | |
| F-1 | |
| F-2 | |
| Consolidated Statements of Operations | F-3 |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-4 |
| Consolidated Statements of Cash Flows | F-5 |
| Notes to ConsolidatedFinancial Statements | F-6 – F-28 |
| 33 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of ALR Technologies Inc.:
We have audited the accompanying consolidated balance sheet of ALR Technologies Inc. (the “Company”) (a development stage company) as at December 31, 20132015 and 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the yearyears then ended and the cumulative period from October 21, 1998 (inception) to December 31, 2013.ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements as of December 31, 2012 and for the period from October 21, 1998 (inception) to December 31, 2012 were audited by other auditors whose report dated March 29, 2013 expressed an unqualified opinion on those financial statements. The consolidated financial statements for the period October 21, 1998 (inception) to December 31, 2012 reflect a total net loss of $45,860,725 of the related cumulative totals. Our opinion, insofar as it relates to amounts included for such prior periods, is based solely on the report of such other auditors.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors,audits, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 20132015 and 2014 and the results of its operations and its cash flows for the yearyears then ended and for the period from October 21, 1998 (inception) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, to date the Company has reported losses since inception from operations, negative cash flows from operations, working capital deficiencies, has promissory notes payable and related interest payable past due and has notno established commercial viability of its products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC
December 8, 2017
| F-1 |
Consolidated Balance Sheets
($ United States)
December 31, 20132015 and 2012
| 2013 | 2012 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash | $ | 29,558 | $ | 11,082 | |||
| Prepaid expenses and other | 4,388 | 16,829 | |||||
| Total assets | $ | 33,946 | $ | 27,911 | |||
| Liabilities and Stockholders’ Deficit | |||||||
| Current liabilities: | |||||||
| Accounts payable and accrued liabilities | $ | 1,112,020 | $ | 1,002,183 | |||
| Interest payable | 2,075,017 | 1,569,321 | |||||
| Advances payable | - | 105,613 | |||||
| Lines of credit from related parties | 6,508,730 | 4,534,287 | |||||
| Related party promissory notes payable | 2,861,966 | 2,861,966 | |||||
| Unrelated party promissory notes payable | 2,424,353 | 2,424,353 | |||||
| Total liabilities | 14,982,086 | 12,497,723 | |||||
Stockholders’ Deficit | |||||||
Preferred stock: Authorized: 500,000,000 (2012 - 500,000,000) shares of preferred stock with a par value of $0.001 per share Shares issued and outstanding: No (2012: No) preferred stock were issued and outstanding | |||||||
Common stock Authorized: 500,000,000 (2012 - 500,000,000) shares of common stock with a par value of $0.001 per share Shares issued and outstanding: 239,477,909 shares of common stock (2012 – 236,477,909 shares of common stock). | 239,477 | 236,477 | |||||
| Additional paid-in capital | 33,670,337 | 33,154,436 | |||||
| Accumulated deficit | (48,857,954 | ) | (45,860,725 | ) | |||
| Stockholders’ deficit | (14,948,140 | ) | (12,469,812 | ) | |||
| Total liabilities and stockholders’ deficit | $ | 33,946 | $ | 27,911 | |||
| 2015 | 2014 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 52,688 | $ | 58,842 | ||||
| Prepaid expenses | 1,565 | 6,710 | ||||||
| Total assets | $ | 54,253 | $ | 65,552 | ||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 982,069 | $ | 1,055,468 | ||||
| Promissory notes payable due to related parties | 2,891,966 | 2,861,966 | ||||||
| Promissory notes payable due to unrelated parties | 2,394,353 | 2,424,353 | ||||||
| Interest payable | 3,135,743 | 2,620,172 | ||||||
| Lines of credit from related parties | 11,272,094 | 8,798,364 | ||||||
| Total liabilities | 20,676,225 | 17,760,323 | ||||||
| Stockholders' Deficit | ||||||||
| Preferred stock: | ||||||||
| Authorized: 500,000,000 shares of preferred stock (2014 - 500,000,000) with a par value of $0.001 per share | ||||||||
| Shares issued and outstanding: No shares of preferred stock (2014: No) were issued and outstanding | ||||||||
| Common stock | ||||||||
| Authorized: 2,000,000,000 shares of common stock (2014 - 500,000,000) with a par value of $0.001 per share | ||||||||
Shares issued and outstanding: 242,777,909 shares of common stock (2014 - 242,777,909 shares of common stock). | 242,777 | 242,777 | ||||||
| Additional paid-in capital | 40,727,568 | 37,355,956 | ||||||
| Accumulated deficit | (61,592,317 | ) | (55,293,504 | ) | ||||
| Stockholders’ deficit | (20,621,972 | ) | (17,694,771 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 54,253 | $ | 65,552 | ||||
See accompanying notes to consolidated financial statements
| F-2 |
Consolidated Statements of Operations
($ United States)
Years Ended December 31, 20132015 and 2012 and from Inception through December 31, 2013
| October 21, 1998 | |||||||||||
| 2013 | 2012 | (Inception) to December 31, 2013 | |||||||||
| Revenue | |||||||||||
| Sales | $ | - | $ | - | $ | 2,994,931 | |||||
| Cost of sales | - | - | 3,325,639 | ||||||||
| Gross loss | - | - | (330,708 | ) | |||||||
| Expenses | |||||||||||
| Depreciation | - | - | 52,694 | ||||||||
| Product development | 340,949 | 584,355 | 4,349,319 | ||||||||
| Market development | - | 242,425 | 900,940 | ||||||||
| Professional fees | 394,770 | 135,218 | 2,420,394 | ||||||||
| Selling, general and administration | 939,360 | 945,352 | 14,406,865 | ||||||||
| 1,675,079 | 1,907,350 | 22,130,212 | |||||||||
| Loss from operations | 1,675,079 | 1,907,350 | 22,460,920 | ||||||||
| Interest expense | 1,339,399 | 6,461,210 | 26,111,436 | ||||||||
| Write down of equipment | - | - | 36,623 | ||||||||
| Other expense (income) | (17,249 | ) | (39,900 | ) | 248,975 | ||||||
| Net loss | $ | (2,997,229 | ) | $ | (8,328,660 | ) | $ | (48,857,954 | ) | ||
| Loss per share, basic and diluted | $ | (0.01 | ) | $ | (0.04 | ) | |||||
Weighted average number of common shares outstanding, basic and diluted | 237,703,855 | 221,245,669 | |||||||||
| 2015 | 2014 | ||||||||
| Operating Expenses | |||||||||
| Product development | $ | 522,918 | $ | 488,836 | |||||
| Professional fees | 217,454 | 293,054 | |||||||
| Selling, general and administration | 836,756 | 1,039,726 | |||||||
| Operating Loss | 1,577,128 | 1,821,616 | |||||||
| Foreign exchange gain | (3,483 | ) | (3,446 | ) | |||||
| Recovery of expense | (70,000 | ) | — | ||||||
| Interest expense | 4,795,168 | 4,705,880 | |||||||
| Gain on settlement of debt | — | (88,500 | ) | ||||||
| Net Loss | (6,298,813 | ) | (6,435,550 | ) | |||||
| Weighted average number of shares of common stock outstanding, basic and diluted | 242,777,909 | 241,038,731 | |||||||
| Loss per share, basic and diluted | $ | (0.03 | ) | $ | (0.03 | ) | |||
See accompanying notes to consolidated financial statements
| F-3 |
Consolidated Statements of Changes in Stockholders’ Deficit
($ United States)
From InceptionDecember 31, 2014 to December 31, 2013
| Common Stock | Additional | Total | |||||||||||||||||
| Number of | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | |||||||||||||||
| Balance at Inception October 21, 1998 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Shares issued for cash | 11,745,316 | 11,745 | 281,913 | - | 293,658 | ||||||||||||||
| Shares issued in business combination | 36,533,130 | 36,533 | 958,646 | - | 995,179 | ||||||||||||||
| Shares re-acquired and cancelled | (27,000,000 | ) | (27,000 | ) | (112,178 | ) | - | (139,178 | ) | ||||||||||
| Shares issued for debt settlement | 190,249,463 | 190,249 | 9,722,224 | - | 9,912,473 | ||||||||||||||
| Shares issued as compensation | 2,000,000 | 2,000 | 595,649 | - | 597,649 | ||||||||||||||
Stock options and warrants granted as compensation and to settle liabilities | - | - | 9,163,544 | - | 9,163,544 | ||||||||||||||
| Imputed interest | - | - | 2,818,562 | - | 2,818,562 | ||||||||||||||
| Net loss for the period from inception to | |||||||||||||||||||
| December 31, 2010 | - | - | - | (32,255,396 | ) | (32,255,396 | ) | ||||||||||||
| Balance, December 31, 2010 | 213,527,909 | 213,527 | 23,428,360 | (32,255,396 | ) | (8,613,509 | ) | ||||||||||||
| Imputed interest | - | - | 179,261 | - | 179,261 | ||||||||||||||
| Stock-based compensation | - | - | 2,682,855 | - | 2,682,855 | ||||||||||||||
| Shares issued for stock options exercised | 450,000 | 450 | 44,550 | - | 45,000 | ||||||||||||||
| Net loss for the year | - | - | - | (5,276,669 | ) | (5,276,669 | ) | ||||||||||||
| Balance, December 31, 2011 | 213,977,909 | 213,977 | 26,335,026 | (37,532,065 | ) | (10,983,062 | ) | ||||||||||||
| Imputed interest | - | - | 169,248 | - | 169,248 | ||||||||||||||
| Stock options granted as compensation | - | - | 5,597,662 | - | 5,597,662 | ||||||||||||||
| Share issued for stock options exercised | 22,500,000 | 22,500 | 1,052,500 | 1,075,000 | |||||||||||||||
| Net loss for the year | (8,328,660 | ) | (8,328,660 | ) | |||||||||||||||
| Balance, December 31, 2012 | 236,447,909 | 236,477 | 33,154,436 | (45,860,725 | ) | (12,469,812 | ) | ||||||||||||
| Imputed interest | - | - | 183,988 | - | 183,988 | ||||||||||||||
| Stock options granted as compensation | - | - | 244,913 | - | 244,913 | ||||||||||||||
| Shares issued for stock options exercised | 3,000,000 | 3,000 | 87,000 | - | 90,000 | ||||||||||||||
| Net loss for the year | - | - | - | (2,997,229 | ) | (2,997,229 | ) | ||||||||||||
| Balance, December 31, 2013 | 239,477,909 | $ | 239,477 | $ | 33,670,337 | $ | (48,857,954 | ) | $ | (14,948,140 | ) | ||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| Number of | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, December 31, 2013 | 239,477,909 | $ | 239,477 | $ | 33,670,337 | $ | (48,857,954 | ) | $ | (14,948,140 | ) | |||||||||
| Imputed interest | — | — | 111,498 | — | 111,498 | |||||||||||||||
| Stock options granted as compensation | — | — | 3,468,421 | — | 3,468,421 | |||||||||||||||
| Share issued for stock options exercised | 3,300,000 | 3,300 | 105,700 | — | 109,000 | |||||||||||||||
| Net loss for the year | — | — | — | (6,435,550 | ) | (6,435,550 | ) | |||||||||||||
| Balance, December 31, 2014 | 242,777,909 | $ | 242,777 | $ | 37,355,956 | $ | (55,293,504 | ) | $ | (17,694,771 | ) | |||||||||
| Imputed interest | — | — | 148,621 | — | 148,621 | |||||||||||||||
| Stock options granted as compensation | — | — | 3,222,992 | — | 3,222,992 | |||||||||||||||
| Net loss for the year | — | — | (6,298,813 | ) | (6,298,813 | ) | ||||||||||||||
| Balance, December 31, 2015 | 242,777,909 | $ | 242,777 | $ | 40,727,569 | $ | (61,592,317 | ) | $ | (20,621,972 | ) | |||||||||
See accompanying notes to consolidated financial statements
| F-4 |
ALR TECHNOLOGIES INC.
($ United States)
Years Ended December 31, 20132015 and 2012, and from Inception through December 31, 2013
| October 21, 1998 | |||||||||||
| (Inception) to | |||||||||||
| December 31, | |||||||||||
| 2013 | 2012 | 2013 | |||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net loss | $ | (2,997,229 | ) | $ | (8,328,660 | ) | $ | (48,857,954 | ) | ||
| Depreciation | - | - | 52,694 | ||||||||
| Stock-based compensation-product development | 5,996 | 1,749 | 536,363 | ||||||||
| Stock-based compensation-interest expenses | - | 5,377,907 | 13,330,984 | ||||||||
| Stock-based compensation-selling, general and admin | 65,958 | 197,017 | 3,486,791 | ||||||||
| Stock-based compensation-professional fees | 172,959 | - | 217,774 | ||||||||
| Stock-based compensation-market development | - | 20,989 | 20,989 | ||||||||
| Other non-cash items included in net loss | - | - | 341,629 | ||||||||
| Unpaid Interest expense on line of credit | 578,039 | 406,732 | 1,232,944 | ||||||||
| Non-cash imputed interest expenses | 183,988 | 169,248 | 3,351,064 | ||||||||
| Equity instruments issued to settle liabilities | - | - | 1,871,718 | ||||||||
| Changes in assets and liabilities: | |||||||||||
| Decrease in prepaid expenses | 12,441 | (13,217 | ) | (4,388 | ) | ||||||
| Increase in accounts payable and accrued liabilities | 64,224 | 134,214 | 1,570,163 | ||||||||
| Increase in advances payable | - | 5,086 | 3,152,071 | ||||||||
| Increase in interest payable | 505,696 | 499,041 | 4,738,007 | ||||||||
| Increase in other working capital balances | - | - | 8,727 | ||||||||
| Cash used in operating activities | (1,407,928 | ) | (1,529,894 | ) | (14,950,424 | ) | |||||
| INVESTING ACTIVITIES | |||||||||||
| Purchase of equipment | - | - | (43,078 | ) | |||||||
| Cash used in investing activities | - | - | (43,078 | ) | |||||||
| FINANCING ACTIVITIES | |||||||||||
| Other financing activities | - | - | (115,472 | ) | |||||||
| Expenditures to repurchase shares | - | - | (342,038 | ) | |||||||
| Proceeds from issuance of shares | - | - | 1,512,403 | ||||||||
| Repayment of promissory notes payable | - | - | (970,879 | ) | |||||||
| Proceeds from issuance of promissory notes | - | - | 9,418,676 | ||||||||
| Proceeds from lines of credit | 1,426,404 | 1,529,974 | 5,520,370 | ||||||||
| Net cash provided by financing activities | 1,426,404 | 1,529,974 | 15,023,060 | ||||||||
| Net increase in cash | 18,476 | 80 | 29,558 | ||||||||
| Cash, beginning of period | 11,082 | 11,002 | - | ||||||||
| Cash, end of period | $ | 29,558 | $ | 11,082 | $ | 29,558 | |||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest | $ | - | $ | - | $ | ||||||
Interest expense incurred in connection with options granted in exchange for increase in borrowing limit on existing line of credit financing | - | 5,377,907 | |||||||||
| Options exercised for reduction in accounts payable | 60,000 | - | |||||||||
| Options exercised for reduction in interest payable | 30,000 | 1,075,000 | |||||||||
| 2015 | 2014 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (6,298,813 | ) | $ | (6,435,551 | ) | ||
| Stock-based compensation-product development | 14,374 | 19,212 | ||||||
| Stock-based compensation-interest expenses | 3,184,459 | 3,296,342 | ||||||
| Stock-based compensation-selling, general and admin | 20,355 | 107,034 | ||||||
| Stock-based compensation-professional fees | 3,804 | 45,833 | ||||||
| Unpaid interest expense on line of credit | 944,010 | 750,401 | ||||||
| Non-cash imputed interest expense | 148,620 | 111,498 | ||||||
| Gain on settlement of debt | — | 88,500 | ||||||
| Non-cash gain on reversal of accrual | (70,000 | ) | — | |||||
| Bonus drawn against line of credit | — | 60,000 | ||||||
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in prepaid expenses | 5,145 | (2,322 | ) | |||||
| Increase in accounts payable and accrued liabilities | (3,399 | ) | (73,552 | ) | ||||
| Increase in interest payable | 515,571 | 545,155 | ||||||
| Net cash used in operating activities | (1,535,874 | ) | (1,487,449 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from lines of credit | 1,529,720 | 1,516,733 | ||||||
| Net cash provided by financing activities | 1,529,720 | 1,516,733 | ||||||
| Change in cash | (6,154 | ) | 29,284 | |||||
| Cash, beginning of year | 58,842 | 29,558 | ||||||
| Cash, end of year | $ | 52,688 | $ | 58,842 | ||||
Supplemental cash flow information: | ||||||||
| Options exercised for reduction in line of credit from related parties | $ | — | $ | 37,500 | ||||
See accompanying notes to consolidated financial statements
| F-5 |
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
1.Basis of Presentation, Naturepresentation, nature of Operationsoperations and Going Concern
ALR Technologies Inc. (the “Company”) was incorporated under the laws of the state of Nevada on March 24, 1987 as Mo Betta Corp. On October 21, 1998 the Company acquired a subsidiary, which was subsequently disposed of, through a reverse take-over acquisition. On December 28, 1998, the Company changed its name to ALR Technologies Inc. On April 15, 2008, the Company incorporated a wholly-owned subsidiary in Canada under the name Canada ALRTech Health Systems Inc.1987. The Company has developed a compliance monitoring system that will allow for health care professionals to remotely monitor patient health conditions and provide patient health management. On October 17, 2011 the Company announced that it had received Section 510(k) clearance from the United States Food and Drug Administration for its Health-e-Connect System. The Company is currently seeking pilot programs to deploy its product.
These 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 past several fiscal years (2013(2015 - $2,997,229; 2012$6,298,813; 2014 - $8,328,660)$6,435,550), is currently unable to self-finance its operations, has a working capital deficit of $14,948,140 (2012$20,621,972 (2014 - $12,469,812)$17,694,771), accumulated deficit of $48,857,954 (2012$61,592,317 (2014 - $45,860,725)$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, advances, interest, lines of credit and promissory notes payable totaling $14,982,086$20,676,225 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, advances, promissory notes and interest payable. Any one or a combination of these above conditions could result in the failure of the business and cause the Company to cease operations.
The Company’s ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s product line and ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. Management has obtained short-term financing from related parties through lines of credit facilities with available borrowing in principal amount up to $6,000,000($9,000,000. As of December 31, 20132015 the total principal balance outstanding was $5,520,540).$8,626,993. The resolution of whether the Company is able to continue as a going concern is dependent upon the realization of management’s plans. If additional financing is required, the Company plans to raise needed capital through the exercise of share options and by future common share private placements. There can be no assurance that the Company will be able to raise any additional debt or equity capital from the sources described above, or that the lenders in the line of credit arrangements will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term financing or achieving long-term profitable operations, the Company will be required to cease operations.
| F-6 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
1. Basis of Presentation, Naturepresentation, nature of Operationsoperations and Going Concern going concern(continued)
All of the Company’s debt is either due on demand or is in default, while continuing to accrue interest at its stated 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 2013.2015. 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.
2.Significant accounting policies
| a) | Principles of consolidation |
These consolidated financial statements include the accounts of the Company and its integrated wholly-owned subsidiary.subsidiary, Canada ALRTech Health Systems Inc., which was incorporated on April 15, 2008 in Canada. All significant inter-company balances and transactions have been eliminated.
| b) | Stock-based compensation |
The Company follows the fair value method of accounting for stock-based compensation. The Company estimates the fair value of share-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated financial statements. The Company estimates the fair value of the stock options using the Black-Scholes valuation model.Option Pricing Model. The Black-Scholes valuation modelOption Pricing Model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.
| F-7 |
f) ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
Income taxes2. Significant accounting policies(continued)
| c) | Income taxes |
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating loss carry-forwards that are available to be carried forward to future years for tax purposes.
Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When it is not considered to be more likely than not that a deferred income tax asset will be realized, a valuation allowance is provided for the excess.
The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2013,2015, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
| d) | Use of estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the measurement of stock-based compensation, the fair value of financial instruments and the reported amounts of revenues and expenses during the reporting period. Management believes the estimates are reasonable; however, actual results could differ from those estimates.
| e) | Loss per share |
Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by dividing the net loss by the sum of the weighted average number of common shares outstanding and the dilutive common equivalent shares outstanding during the year. Common equivalent shares consist of the shares issuable upon exercise of stock options and warrants calculated using the treasury stock method. Common equivalent shares are not included in the calculation of the weighted average number of shares outstanding for diluted loss per common shares when the effect would be anti-dilutive.
| F-8 |
i) ALR TECHNOLOGIES INC.Contingencies
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties that are probable of realization are separately recorded, and are not offset against the related liability.
($ United States. The majority of the Company’s assets are located in United States.
k) 2.Significant accounting policies(continued)Comprehensive income
| f) | Comprehensive income |
Comprehensive income is the overall change in the net assets of the Company for a period, other than changes attributable to transactions with stockholders. It is made up of net income and other comprehensive income. Other comprehensive income consists of net income and other gains and losses affecting stockholders’stockholders' equity that under generally accepted accounting principles are excluded from net income. The Company has no items of other comprehensive income (loss) in any period presented. Therefore, as presented in the Company’sCompany's consolidated statements of loss, net loss equals comprehensive loss.
| g) | Fair value of financial instruments |
The Company’s financial instruments include cash, accounts payable, promissory notes payable and lines of credit. The fair values of these financial instruments approximate their carrying values due to the relatively short periods to maturity of these instruments. For fair value measurement, U.S. GAAP establishes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 — observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — include other inputs that are directly or indirectly observable in the marketplace.
Level 3 — unobservable inputs which are supported by little or no market activity.
h) Recently adopted and issued accounting pronouncements
i. Adopted
On June 10, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the concept of a development stage entity ("DSE") in its entirety from current accounting guidance. Amendments to the consolidation guidance may result in more DSEs being considered variable interest entities. The new guidance applies to all entities that previously met the definition of a DSE. ASU 2014-10 is effective for public business entities for annual reporting periods beginning after December 15, 2015, and interim periods therein. Early adoption of the new standard is permitted. The Company has elected to early adopt ASU 2014-10, as permitted and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities.
| F-9 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
2.Significant accounting policies(continued)
h) Recently issuedadopted and adoptedissued accounting pronouncements
| ii. | Issued |
In December 2011,August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitiy’s Ability to Continue as a Going Concern” (“ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangementsan entity’s ability to continue as a going concern for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 were to be applied retrospectively for fiscal years,each annual and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact onreporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the consolidated financial statements of the Company.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017.
In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The new guidance will change how companies account for certain aspects of share-based payments to employees. Under existing accounting guidance, tax benefits and certain tax deficiencies arising from the vesting of share-based payments are recorded in additional paid-in-capital. The new guidance will require such benefits or deficiencies to be recognized as income tax benefits or expenses in the statement of operations. Companies are required to apply the new guidance prospectively. The new standard is effective for fiscal years beginning after December 15, 2016.
In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption.
| F-10 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
2.Significant accounting policies(continued)
h) Recently adopted and issued accounting pronouncements
| ii. | Issued |
In August 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2018, with early application permitted. The standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable.
The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or statement of operations.
3.Promissory notes and interest payable
a) Promissory notes payable to related parties:
A summary of the promissory notes payable to related parties is as follows:
Promissory Notes Payable to Related Parties | December 31, 2015 | December 31, 2014 | ||||
| Promissory notes payable to relatives of directors collateralized by a general security agreement on all the assets of the Company, due on demand: | ||||||
| i. | Interest at 1% per month | $ | 875,619 | $ | 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 Promissory Notes Payable to Related Parties | $ | 2,891,966 | $ | 2,861,966 | ||
| F-11 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
3.Interest, advances and promissory notes payable(continued)
b) Promissory notes payable to unrelated parties
A summary of the promissory notes payable to unrelated parties is as follows:
| Promissory Notes Payable to Unrelated Parties |
December 31, | December 31, | ||||
| 2015 | 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, with $125,000 due January 15, 2011 | 125,000 | 125,000 | |||
| Promissory notes payable, secured by a guarantee from the Chief Executive Officer, bearing interest at 1% per month | 200,000 | 230,000 | ||||
| Total Promissory Notes Payable to Unrelated Parties | $ | 2,394,353 | $ | 2,424,353 | ||
| F-12 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
3.Interest, advances and promissory notes payable(continued)
c) Interest payable
A summary of the interest payable activity is as follows:
| Balance, December 31, 2011 | $ | 1,930,695 | |
| Interest incurred on promissory notes payable | 505,571 | ||
| Repayment of interest payable through line of credit | (6,500 | ) | |
| Repayment of interest payable through exercise of options | (860,244 | ) | |
| Other | (201 | ) | |
| Balance, December 31, 2012 | $ | 1,569,321 | |
| Interest incurred on promissory notes payable | 505,571 | ||
| Other | 125 | ||
| Balance, December 31, 2013 | $ | 2,075,017 |
| December 31, | December 31, | ||||||
| 2013 | 2012 | ||||||
| Relatives of directors | $ | 1,046,523 | $ | 586,697 | |||
| Non-related parties | 1,028,494 | 982,624 | |||||
| $ | 2,075,017 | $ | 1,569,321 | ||||
| Interest Payable | ||||
| Balance, December 31, 2013 | $ | 2,075,017 | ||
| Interest incurred on promissory notes payable | 515,572 | |||
| Interest incurred on judgment against Company (note 8(a)) | 29,583 | |||
| Balance, December 31, 2014 | 2,620,172 | |||
| Interest incurred on promissory notes payable | 515,571 | |||
| Balance, December 31, 2015 | $ | 3,135,743 | ||
| December 31, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Related parties (relatives of the Chairman) | $ | 1,667,977 | $ | 1,267,422 | ||||
| Non-related parties | 1,467,766 | 1,352,750 | ||||||
| $ | 3,315,743 | $ | 2,620,172 | |||||
The payment terms, security and any interest payable are based on the underlying promissory notes payable that the Company has outstanding.
| Balance, December 31, 2011 | $ | 100,527 | |
| Advances accrued | 60,000 | ||
| Advances repaid from proceeds of line of credit | (54,914 | ) | |
| Balance, December 31, 2012 | $ | 105,613 | |
| Advances accrued | 30,000 | ||
| Advances repaid from proceeds of line of credit | (20,000 | ) | |
| Transfer of balance to accounts payable | (115,613 | ) | |
| Balance, December 31, 2013 | $ | - |
| December 31, | December 31, | ||||||
| 2013 | 2012 | ||||||
| Advances payable to: | |||||||
| Companies controlled by directors | $ | - | $ | 65,488 | |||
| Current and former directors | - | 40,125 | |||||
| $ | - | $ | 105,613 | ||||
| Unrelated Lenders | December 31, 2013 | December 31, 2012 | |||||||
| 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. | Non-interest-bearing loan, due January 15, 2011 (Unpaid) | 125,000 | 125,000 | ||||||
Promissory notes payable, secured by a guarantee from a director and relative of a director, bearing interest at 1% per month, with $200,000 repayable on July 31, 2003, all due on demand | 230,000 | 230,000 | |||||||
| Total Arms Length Promissory Notes | $ | 2,424,353 | $ | 2,424,353 | |||||
| Relatives of Directors | December 31, 2013 | December 31, 2012 | |||||||
| Promissory notes payable to relatives of directors collateralized by a general security agreement on all the assets of the Company, due on demand: | |||||||||
| i. | Interest at 1% per month | $ | 845,619 | $ | 845,619 | ||||
| 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 Promissory Notes | $ | 2,861,966 | $ | 2,861,966 | |||||
e) Interest expense
During the year ended December 31, 2013,2015, the Company incurred interest expense of $1,339,399 (2012: $6,461,210)$4,795,168 (2014: $4,705,880) substantially as follows:
| - | $ |
| - | $ |
| - | $ |
| - | $ |
| F-13 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
4. Lines of Credit
As of December 31, 2013,2015, the Company has two lines of credit as follows:
| Creditor | Interest Rate | Borrowing Limit | Repayment Terms | Amount Outstanding | Accrued Interest | Total | Security | Purpose | |||||||||||
| Chairman | 1% per Month | $ | 4,000,000 | Due on Demand | $ | 3,520,540 | $ | 451,805 | $ | 3,972,345 | General Security over Assets | General Corporate Requirements | |||||||
Wife of Chairman | 1% per Month | $ | 2,000,000 | Due on Demand | $ | 2,000,000 | $ | 536,385 | $ | 2,536,385 | General Security over Assets | General Corporate Requirements | |||||||
| Total | $ | 5,520,540 | $ | 988,190 | $ | 6,508,730 | |||||||||||||
| Creditor | Interest Rate | Borrowing Limit | Repayment Terms | Principal Borrowed | Accrued Interest | Total Outstanding | Security | Purpose |
| Chairman and CEO | 1% per Month | $7,000,000 | Due on Demand | $ 6,626,993 | $ 1,628,716 | $ 8,255,708 | General Security over Assets | General Corporate Requirements |
| Wife of Chairman | 1% per Month | $2,000,000 | Due on Demand | $ 2,000,000 | $ 1,016,385 | $ 3,016,385 | General Security over Assets | General Corporate Requirements |
| Total | $ 8,626,993 | $ 2,645,101 | $11,272,093 |
On May 29, 2015, the Company and the Chairman and Chief Executive Officer of the Company agreed to amend the existing credit agreement to increase the borrowing limit on the line of credit provided to the Company from $5,500,000 to $7,000,000.
As of December 31, 2012,2014, the Company has two lines of credit as follows:
| Creditor | Interest Rate | Borrowing Limit | Repayment Terms | Amount Outstanding | Accrued Interest | Total | Security | Purpose | |||||||||||
| Chairman | 1% per Month | $ | 2,500,000 | Due on Demand | $ | 2,096,966 | $ | 143,936 | $ | 2,237,902 | General Security over Assets | General Corporate Requirements | |||||||
Wife of Chairman | 1% per Month | $ | 2,000,000 | Due on Demand | $ | 2,000,000 | $ | 296,385 | $ | 2,296,385 | General Security over Assets | General Corporate Requirements | |||||||
| Total | $ | 4,093,966 | $ | 440,321 | $ | 4,534,287 | |||||||||||||
| Creditor | Interest Rate | Borrowing Limit | Repayment Terms | Principal Borrowed | Accrued Interest | Total Outstanding | Security | Purpose |
| Chairman and CEO | 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 |
During the year ended December 31, 2012, as consideration2014, the Company recorded a $60,000 bonus for increasing the borrowing limitsa director of the two linesCompany, was recorded as a draw-down on the Chairman’s line of credit. In addition, 1,250,000 stock options were exercised in retirement of $36,000 of accrued interest on the Chairman’s line of credit (Note 5(b)).
5.Capital stock
| a) | Authorized share capital |
| i. | Common Stock |
On June 25, 2015, the Company has granted 80,000,000 options (note 5(c)).
| ii. | Preferred Stock |
500,000,000 shares of preferred stock with a par value of $0.001 per share.
| F-14 |
b) ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
Issued share capital5.Capital stock(continued)
| b) | Issued share capital |
During the year ended December 31, 2013:
There was no activity during the year-ended December 31, 2015.
During the year ended December 31, 2014:
On January 2, 2013, a DirectorMay 21, 2014, consultants of the Company exercised their option to acquire 1,000,0001,550,000 shares of common stock of the Company at an exercise price of $0.03 per share (Note 5(c)). 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 recorded a reduction of $30,000 inretired accrued interest due and payable to a Director and Officer of the Company.
On November 15, 2013, October 2, 2014, a consultant of the Company exercised their option to acquire 2,000,000500,000 shares of common stock of the Company at an exercise price of $0.03$0.05 per share. Asshare in consideration the Company recorded a reductionfor $25,000 in services.
6. Additional paid-in capital
| c) | Stock options |
A summary of $60,000 of accrued accounts payable to the consultant.
| Year Ended | Year Ended | |||||
| December 31, 2015 | December 31, 2014 | |||||
| Weighted Average | Weighted Average | |||||
| Number of Options | Exercise Price | Number of Options | Exercise Price | |||
| Outstanding, beginning of period | 245,700,100 | $ | 0.030 | 130,550,000 | $ | 0.040 |
| Granted | 334,500,100 | 0.015 | 118,550,100 | 0.030 | ||
| Cancelled | - | - | (100,000) | (0.070) | ||
| Expired | (1,200,000) | (0.250) | - | - | ||
| Exercised | - | - | (3,300,000) | (0.030) | ||
| Outstanding, end of period | 579,000,200 | $ | 0.015 | 245,700,100 | $ | 0.030 |
| Exercisable, end of period | 575,650,200 | $ | 0.015 | 240,650,100 | $ | 0.030 |
| F-15 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
5. Capital Stock 6. Additional paid-in capital(continued)
| Stock options (continued) |
During the year ended December 31, 2012:
On August 15, 2012, a creditor and relative of a Director and Officer exercised their optionJanuary 30, 2015, the Company granted options to acquire 20,000,0004,500,000 shares of common stock at a price of $0.03 per share to 14 individuals. The fair value of the options granted was $42,858. During the year the Company recognized fair value of $10,964 and will recognize the balance over the vesting period for the unvested options.
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 at an exercisefrom $0.03 per share to $0.015 per share held by 20 individuals. There was no increase in the fair value of $0.05 per share. The creditor applied $1,000,000 in accrued payable due to the creditor on their promissory notesoptions from this modification. None of these option agreements have been executed.
On May 29, 2015, the Company and line of credit.
| · | 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 $0.015 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 at an exercise price of $0.03 per share. As consideration, the Company received a reduction of $75,000 in accrued interest due and payablepursuant to a DirectorLine of Credit Agreement and Officercertain promissory notes. The interest expense recognized related to the option grant was $3,184,459.
The Company recorded a further $27,569 in compensation expense related to vesting of stock options granted in previous years.
| F-16 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Company.
($ United States)
c) 6. Additional paid-in capital(continued)
| a) | Stock options (continued) |
Stock options
On January 1, 2013,February 7, 2014, the Company granted a consultant the options to acquire 1,000,000 shares of its common stock at an exercise price of $0.03 per share for a term of five years. Company:
| i. | 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 stock based compensation expense recognized related to thethis option grant of the options was $29,983. During the year ended December 31, 2013, these options were exercised in full.
| ii. | granted options 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 $9,331.$2,990. The compensation expense related to the unvested stock options to be recognized if the options vest is $5,598.
On April 1, 2014, the year ended December 31, 2012:
| agreed to the |
| - | granted the option to acquire 83,333,400 shares of common stock of the Company |
| - | 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, |
| - | modified the exercise price of the options to acquire 14,250,000 shares of common stock of the Company, granted December |
| - | modified the exercise price of the January 2011 options 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 |
| - | granted |
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.
| ii. | reduced the exercise price of 3,200,000 stock options from $0.05 per share to |
| previously granted |
| iii. | allowed 500,000 stock options, with an exercise price of $0.03 per share, to |
| F-17 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
6. Additional paid-in capital(continued)
| Stock options (continued) |
During the year ended December 31, 2014(continued):
On April 18, 2014, the Company:
| i. | 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. |
| ii. | 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:
| i. | 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 $5,305. The compensation expense related to the unvested stock options to be recognized if the options vest is $9,614.
| ii. | 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 (Note 5(b)). The compensation expense recognized related to this option grant was $2,906. |
| iii. | entered into agreements with three consultants to modify the exercise price |
On December 31, 2012, a director ofJuly 25, 2014, the Company exercised 2,500,000granted two directors each the option to acquire 1,000,000 shares of common stock options at an exercisea price of $0.03 per share which the Company applied against accrued interest due and payable tofor a Director and Officerterm of five years. One of the Company upon the Company receiving written approval from the Director and Officer to use interest accrued of $75,000 as consideration for the exercise price of the consultant’s 2,500,000 stock options. As a result of this exercise of stock options, the Company issued 2,500,000directors exercised their option acquire 1,000,000 shares of common stock.
| F-18 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
5. Capital Stock 6. Additional paid-in capital(continued)
| a) | Stock options (continued) |
c) During the year ended December 31, 2014(continued):Stock
On August 1, 2014, the Company:
| i. | 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. |
| ii. | 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. |
| iii. | 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: |
| a) | Consenting to act as an advisor to the Board of Directors of the Company; |
| b) | Satisfactory completion, at the sole discretion of the Board of Directors, of a six month term as an advisor to the Board of Directors |
| c) | 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 b). |
The compensation expense related to the unvested 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.
The Company recorded a further $25,218 in compensation expense related to vesting of stock option activity is as follows:options granted in previous years.
| F-19 |
| Year Ended | Year Ended | ||||||||||||||
| December 31, 2013 | December 31, 2012 | ||||||||||||||
| Number of | Weighted Average | Number of | Weighted Average | ||||||||||||
| Options | Exercise Price | Options | Exercise Price | ||||||||||||
| Outstanding, beginning of period | 125,000,000 | $ | 0.04 | 62,800,000 | $ | 0.04 | |||||||||
| Granted | 8,550,000 | 0.04 | 84,700,000 | 0.03 | |||||||||||
| Exercised | (3,000,000 | ) | (0.03 | ) | (22,500,000 | ) | (0.05 | ) | |||||||
| Outstanding, end of period | 130,550,000 | $ | 0.04 | 125,000,000 | $ | 0.04 | |||||||||
| Exercisable, end of period | 127,800,000 | $ | 0.04 | 124,800,000 | $ | 0.04 | |||||||||
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
6. Additional paid-in capital (continued)
| a) | Stock options (continued) |
The options outstanding at December 31, 20132015 and 20122014 were as follows:
| December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||
| Expiry Date | Options | Exercise Price | Intrinsic Value | Options | Exercise Price | Intrinsic Value | |||||||||||||||||
| March 7, 2015 | 20,000,000 | $ | 0.05 | - | 20,000,000 | $ | 0.05 | - | |||||||||||||||
| September 30, 2015 | 1,200,000 | $ | 0.25 | - | 1,200,000 | $ | 0.25 | - | |||||||||||||||
| November 29, 2015 | - | $ | 0.05 | - | - | $ | 0.05 | - | |||||||||||||||
| March 6, 2016 | 35,750,000 | $ | 0.05 | - | 35,750,000 | $ | 0.05 | - | |||||||||||||||
| May 4, 2016 | 1,000,000 | $ | 0.05 | - | 1,000,000 | $ | 0.05 | - | |||||||||||||||
| May 23, 2016 | 100,000 | $ | 0.05 | - | 100,000 | $ | 0.05 | - | |||||||||||||||
| May 27, 2017 | 700,000 | $ | 0.05 | - | 700,000 | $ | 0.05 | - | |||||||||||||||
| May 31, 2017 | 500,000 | $ | 0.25 | - | 500,000 | $ | 0.05 | - | |||||||||||||||
| August 16, 2017 | 500,000 | $ | 0.05 | - | 500,000 | $ | 0.05 | - | |||||||||||||||
| December 28, 2017 | 14,250,000 | $ | 0.05 | - | 14,250,000 | $ | 0.05 | - | |||||||||||||||
| December 28, 2017 | 51,000,000 | $ | 0.03 | - | 51,000,000 | $ | 0.03 | - | |||||||||||||||
| January 28, 2018 | 2,300,000 | $ | 0.05 | - | - | - | - | ||||||||||||||||
| March 26, 2018 | 500,000 | $ | 0.03 | - | - | - | - | ||||||||||||||||
| April 1, 2018 | 1,250,000 | $ | 0.07 | - | - | - | - | ||||||||||||||||
| April 9, 2018 | 1,000,000 | $ | 0.03 | - | - | - | - | ||||||||||||||||
| October 1, 2018 | 500,000 | $ | 0.03 | - | - | - | - | ||||||||||||||||
| Total | 130,550,000 | $ | 0.04 | - | 125,000,000 | $ | 0.04 | - | |||||||||||||||
Weighted Average Remaining Contractual Life | 3.03 | 3.98 | |||||||||||||||||||||
| December 31, 2015 | December 31, 2014 | ||||||||||
| Expiry Date | Options | Exercise Price | Intrinsic Value | Options | Exercise Price | Intrinsic Value | |||||
| March 7, 2015 | - | $ | 0.050 | - | 20,000,000 | $ | 0.050 | - | |||
| September 30, 2015 | - | $ | 0.250 | - | 1,200,000 | $ | 0.250 | - | |||
| March 6, 2016 | - | $ | 0.050 | - | 35,750,000 | $ | 0.050 | - | |||
| 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 | $ | 0.050 | - | 500,000 | $ | 0.050 | - | |||
| August 16, 2017 | 250,000 | $ | 0.030 | - | 250,000 | $ | 0.030 | - | |||
| December 28, 2017 | - | $ | 0.050 | - | 14,250,000 | $ | 0.050 | - | |||
| 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 | $ | 0.015 | - | 245,700,100 | $ | 0.030 | - | |||
Weighted Average Remaining Contractual Life | 4.37 | 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:
| F-20 |
| December 31, 2013 | December 31, 2012 | |||||||
| Risk-free interest rate | 2.52 | % | 2.52 | % | ||||
| Expected life | 5 years | 5 years | ||||||
| Expected dividends | 0 | % | 0 | % | ||||
| Expected volatility | 299 | % | 306 | % | ||||
| Forfeiture rate | 0 | % | 0 | % | ||||
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
6. Additional paid-in capital(continued)
| a) | Stock options (continued) |
December 31, 2015 | 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 20132015 was $0.04 (2012:$0.01 (2014: $0.03).
The fair value of the stock options granted was allocated as follows:
| Year End December 31, 2015 | Year End December 31, 2014 | |||||||
| Interest expense | $ | 3,184,459 | $ | 3,296,342 | ||||
| Product development expense | 14,374 | 19,212 | ||||||
| Professional expense | 3,806 | 45,833 | ||||||
| Selling, general and administration expenses: | 20,355 | 37,263 | ||||||
| $ | 3,222,992 | $ | 3,468,421 | |||||
| F-21 |
| 2013 | 2012 | ||||||
| Interest expense: | |||||||
| Directors and relatives of Directors | $ | - | $ | 5,377,907 | |||
| - | 5,377,907 | ||||||
| Selling, general and administration: | |||||||
| Directors and officers | - | 180,402 | |||||
| Non-employees | 65,958 | 16,615 | |||||
| 65,958 | 197,017 | ||||||
| Product development: | |||||||
| Non-employees | 5,996 | 1,749 | |||||
| 5,996 | 1,749 | ||||||
| Market development : | |||||||
| Non-employees | - | 20,989 | |||||
| - | 20,989 | ||||||
| Professional fees: | |||||||
| Non-employees | 172,959 | - | |||||
| 172,959 | - | ||||||
| $ | 244,913 | $ | 5,597,662 | ||||
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
7.Related party transactions and balances
| a) | Related party transactions |
| Year End December 31, 2015 | Year End December 31, 2014 | |||||||
| Related party transaction included within interest expense: | ||||||||
| Interest expenses on promissory notes issued to relatives of the Chairman & Chief Executive Officer of the Company | $ | 309,826 | $ | 306,226 | ||||
| Interest expense on lines of credit payable to the Chairman & Chief Executive Officer of the Company and his spouse | $ | 944,010 | $ | 750,401 | ||||
| Stock based compensation related to stock options granted to the Chairman & Chief Executive Officer for increasing the borrowing limit on the line of credit available to the Company | $ | 3,184,459 | $ | 3,280,929 | ||||
| Related party transactions including within selling, general and administration expenses: | ||||||||
| Consulting fees to the Chairman & Chief Executive Officer of the Company accrued on the line of credit available to the Company | $ | 189,600 | $ | 189,600 | ||||
| Consulting fees paid to the President of the Company | $ | 186,000 | $ | 160,500 | ||||
| Bonus to a Director for being appointed President of the Company | $ | — | $ | 60,000 | ||||
| Stock based compensation related to stock options granted to a director of the Company in his role as a consultant to the Company | $ | — | $ | 37,263 | ||||
| Stock based compensation related to stock options granted to directors | $ | 12,393 | $ | 61,983 | ||||
Interest on promissory notes payable to related parties, management compensation and accrued liabilities as of December 31, 2013 include $180,666 (2012 - $180,666) of amounts owingcompensation paid to a supplier,relative of a director have been recorded at the exchange amount, 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) | Related party balances |
Included in accounts payable is $15,529 (2014: $15,521) due to a Director of the Company.
8.Commitments and contingencies
| a) | Contingencies |
The Company has had three judgments made against it relating to overdue promissory notes and accrued interest and a fourth creditor has demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory notes and related accrued interest and could be subject to further action. The legal liability, totaling $934,000,$1,038,568, of these promissory notes and related accrued interest have been fully recognized and recorded by the Company.
| F-22 |
| 2013 | 2012 | |||||||
| Development costs: | ||||||||
Consulting services rendered by an individual who was a director and officer of the Company in the role as officer of the Company | $ | - | $ | 30,000 | ||||
| Interest expense: | ||||||||
Promissory notes issued to relatives of the Chairman & Chief Executive Officer of the Company | 306,226 | 306,226 | ||||||
Lines of credit from the Chairman & Chief Executive Officer of the Company and his spouse | 578,039 | 406,732 | ||||||
| Stock options granted to the Chairman & Chief Executive Officer | - | 5,377,907 | ||||||
| Selling, general and administration: | ||||||||
Consulting fees to the Chairman & Chief Executive Officer of the Company accrued on the line of credit extended to the Company | 189,600 | 189,600 | ||||||
Consulting fees to a director of the Company in his roles as a consultant to the Company | 126,000 | - | ||||||
Stock options granted to directors of the Company, including a director who is also the President and COO of the Company | $ | - | $ | 180,402 | ||||
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
8. Commitments:
| a) | Contingencies |
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.
| b) | Commitments |
The Company has annual compensation arrangementsa consulting arrangement with Mr. Sidney Chan, Chief Executive Officer and Chairman of the following individuals:
| i. | Incentive Revenue Bonus |
Mr. Weinstein’s contract provides for periodic increases inChan will be entitled to a 1% net sales commission from the amountsales of monthly compensation following the first year as President and Chief Operating Officerany of the Company. SinceCompany’s products at any time during his life, regardless if Mr. Chan is still under contract with the start of 2011, Mr. Weinstein earns $13,000 per month as agreed upon by Mr. Weinstein and the other directors through his employment arrangement. The contract is for one year and automatically renews for continuous one year terms.
| ii. | Sale of Business |
If more than 50% of the Company’s stock or assets are sold, Messrs.Mr. Chan will be compensated for entering into non-compete agreements based on the selling price of the Company or its assets as follows:
| - | 2% of sales price up to $24,999,999 plus |
| - | 3% of sales price between $25,000,000 and $49,999,999 plus |
| - | 4% of sales price between $50,000,000 and $199,999,999 plus |
| - | 5% of sales price in excess of $200,000,000 |
| F-23 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
9.Financial instruments
The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, advancesinterest payable, interestpromissory notes payable to unrelated parties and promissory notes payable.
| a) | Fair value |
The fair values of cash and certain accounts payable and accrued liabilities approximate their carrying values due to the relatively short periods to maturity of these instruments.
Certain accounts payable have been outstanding longer than one year. The Company has recorded imputed interest at a rate of 1% per month over the period the payables have been outstanding for longer than one year, with a corresponding amount recognized in additional paid-in capital. The calculated amount represents the implicit compensation for the use of funds beyond a reasonable term for regular trade payables.
For the purposes of fair value analysis, promissory notes payable to related parties and promissory notes payable to unrelated parties can be separated into two classes of financial liabilities.
i. Interest-bearing promissory notes, lines of credit and related interest payable
ii. Non-interest-bearing promissory notes past due
The interest-bearing promissory notes payable are all delinquent and have continued to accrue interest at their stated rates. The Company currently does not have the funds to extinguish these debts and will continue to incur interest until such time as the liabilities are extinguished. There is not an active market for delinquent loans for a Company with a similar financial position. Management asserts the carrying values of the promissory notes and related interest payable are a reasonable estimate of fair value as they represent the Company’s best estimate of their legal obligation for these debts. As there is no observable market for interest rates on similar promissory notes, the fair value was estimated using level 2 inputs in the fair value hierarchy.
The Company has three non-interest-bearing promissory notes payable past due. The first is several years delinquent and there have been no renegotiated repayment terms. There is not an active market for default loans not bearing interest nor is there an observable market for lending to companies with a financial position similar to the Company. The Company has recorded imputed interest at a rate of 1% per month over the life of the promissory notes, with a corresponding amount recognized in additional paid-in capital representing the implicit compensation for the use of funds. Management asserts the payment date for these amounts cannot be reasonably determined. Management further asserts there is not a determinable interest rate for arm’s-length borrowings based on the current financial position of the Company and asserts the carrying value is the best estimate of the Company’s legal liability and represents the fair value for the promissory note. This would be considered a level 2 input in the fair value hierarchy.
| F-24 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
9.Financial instruments (continued)(continued)
| b) | Credit risk |
Financial instruments that potentially subject the Company to credit risk consist of cash. The Company only has an immaterial cash balance and is not exposed to significant credit risk.
| c) | Market risk |
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk.
i. Interest rate risk
Interest rate risk consists of two components:
a) Cash Flow Risk
To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
The Company is exposed to interest rate cash flow risk on promissory notes payable of $500,000, which incur a variable interest rate of prime plus 1%. A hypothetical change of 1% on interest rates would increase or decrease net loss and comprehensive loss by $5,000.
b) Price Risk
To the extent that changes in prevailing market interest rates differ from the interest rate on the Company’s monetary assets and liabilities, the Company is exposed to price risk.
The Company’s promissory notes payable consist of $500,000 of variable interest rate notes and $4,786,319 of fixed interest rate notes. All of these notes are past due and are currently due on demand while interest continues to accrue. Due to the delinquency of the fixed interest rate promissory notes payable, there is no active market for these instruments and fluctuations in market interest rates do not have a significant impact on their estimated fair values as of December 31, 2013.
At December 31, 2013,2015, the effect on the net loss and comprehensive loss of a hypothetical change of 1% in market interest rate cannot be reasonably determined.
| F-25 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
9.Financial instruments(continued)
| d) | Foreign currency risk |
The Company incurs certain accounts payable, advances payable and expenses in Canadian dollars and is exposed to fluctuations in changes in exchange rates between the US and Canadian dollars. As at December 31, 2012,2015, the effect on net loss and comprehensive loss of a hypothetical change of 10% between the US and Canadian dollar would not be material. The Company has not entered into any foreign currency contracts to mitigate risk.
10.Income taxes:
The provision for income taxes differs from the result that would be obtained by applying the statutory tax rate of 34% (2012(2014 - 34%) to income before income taxes. The difference results from the following items:
| 2013 | 2012 | ||||||
| Computed expected benefit of income taxes | $ | (1,019,058 | ) | $ | (2,831,744 | ) | |
| Stock-based compensation | 83,270 | 1,903,205 | |||||
| Non-deductible interest expense | 62,556 | 57,544 | |||||
| Permanent differences | 718,312 | - | |||||
| Increase in valuation allowance | 154,920 | 870,995 | |||||
| Income tax provision | $ | - | $ | - | |||
December 31, 2015 | December 31, 2014 | |||||||
| Computed expected benefit of income taxes | $ | (2,141,596 | ) | $ | (2,188,087 | ) | ||
| Stock-based compensation | 1,095,817 | 1,179,263 | ||||||
| Non-deductible interest expense | 50,531 | 37,909 | ||||||
| Increase in valuation allowance | 995,248 | 970,915 | ||||||
| Income tax provision | $ | — | $ | — | ||||
The components of the net deferred income tax asset, the statutory tax rate and the amount of the valuation allowance are as follows:
December 31, 2015 | December 31, 2014 | |||||||
| Net operating loss carried forward | $ | 34,924,072 | $ | 31,996,873 | ||||
| Tax rate | 34 | % | 34 | % | ||||
| Deferred income tax assets | 11,874,184 | 10,878,937 | ||||||
| Valuation allowance | (11,874,184 | ) | (10,878,937 | ) | ||||
| Net deferred income tax asset | $ | — | $ | — | ||||
| F-26 |
| 2013 | 2012 | ||||||
| Net operating loss carried forward | $ | 29,141,241 | $ | 28,685,595 | |||
| Tax rate | 34 | % | 34 | % | |||
| Deferred income tax assets | 9,908,022 | 9,753,102 | |||||
| Valuation allowance | (9,908,022 | ) | (9,753,102 | ) | |||
| Net deferred income tax asset | $ | - | $ | - | |||
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2015 and 2014
($ United States)
10.Income taxes(continued)
The potential benefit of the deferred income tax asset has not been recognized in these financial statements since it cannot be assured that it is more likely than not that such benefit will be utilized in future years. The Company believes that the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred income tax assets such that a full valuation allowance has been recorded.
The operating losses amounting to $29,141,241$34,924,072 for utilization in the United States of America, the jurisdiction where they were incurred, will expire between 2019 and 20332035 if they are not used. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry-forwards:
| Fiscal Year | Amount | Expiry Date | |
| 1999 | $ | 88,022 | 2019 |
| 2000 | 4,425,866 | 2020 | |
| 2001 | 3,681,189 | 2021 | |
| 2002 | 2,503,951 | 2022 | |
| 2003 | 2,775,900 | 2023 | |
| 2004 | 1,250,783 | 2024 | |
| 2005 | 1,304,283 | 2025 | |
| 2006 | 1,532,322 | 2026 | |
| 2007 | 1,479,818 | 2027 | |
| 2008 | 1,599,919 | 2028 | |
| 2009 | 1,723,146 | 2029 | |
| 2010 | 822,678 | 2030 | |
| 2011 | 1,746,615 | 2031 | |
| 2012 | 1,638,421 | 2032 | |
| 2013 | 2,568,328 | 2033 | |
| Total | $ | 29,141,241 |
| Fiscal Year | Amount | Expiry Date | |
| 1999 | $ | 88,022 | 2019 |
| 2000 | 4,425,866 | 2020 | |
| 2001 | 3,681,189 | 2021 | |
| 2002 | 2,503,951 | 2022 | |
| 2003 | 2,775,900 | 2023 | |
| 2004 | 1,250,783 | 2024 | |
| 2005 | 1,304,283 | 2025 | |
| 2006 | 1,532,322 | 2026 | |
| 2007 | 1,479,818 | 2027 | |
| 2008 | 1,599,919 | 2028 | |
| 2009 | 1,723,146 | 2029 | |
| 2010 | 822,678 | 2030 | |
| 2011 | 1,746,615 | 2031 | |
| 2012 | 1,638,421 | 2032 | |
| 2013 | 2,568,328 | 2033 | |
| 2014 | 2,855,631 | 2034 | |
| 2015 | 2,927,200 | 2035 | |
| Total | $ | 34,924,072 |
| a) | On |
| · | reduced the exercise price of the 560,000,200 shares of common stock under option to Mr. Chan and his spouse from $0.015 to $0.002; |
| · | granted |
| F-27 |
ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 20132015 and 2012
($ United States)
11.Subsequent Events events (continued)(continued)
| b) | On |
| c) | On January 27, 2017, the Company’s Board of Directors approved a 100:1 reverse share split of the Company’s common stock. |
| d) | On November 27, 2017, the Company’s Board of Directors approved the grant |
| F-28 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None
Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to ALR Technologies Inc., including the Company’s consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective at these reasonable assurance levels.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and CFO, does not expect that the Company’s Disclosure Controls and internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
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Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Management’s Report on Internal Control over Financial Reporting (continued)
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013.2015. In making this assessment, the management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework. Based on the management’s assessment, as of December 31, 2013,2015, the Company’s internal control over financial reporting was not effective based on those criteria.
Based on this assessment, we found our internal control over financial reporting to be not effective for the following reason:
| (1) | insufficient written policies and procedures for reporting requirements and accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements |
Management of the Company believes that the material weaknesses set forth in (1) did not affect the Company’s financial results. The Company retains a consultant who has the technical expertise and knowledge to implement the proper segregation of duties and the development of effective internal controls over financial reporting. The Company is developing internal controls over financial reporting to meet its current and projected future needs.
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In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy that following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of the US GAAP and SEC disclosure requirements.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 20132015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
On October 1, 2013,March 31, 2016, the Company entered intofailed to file its Form 10K for the year-ended December 31, 2015 and became deficient with its reporting requirements under the SEC. The Company has not filed its Form 10Qs for the quarters ended March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2017, June 30, 2017, and September 30, 2017. The Company has also not filed its Form 10K for the year-ended December 31, 2016. The Company has submitted a consulting agreement with Endocrine Research Society Inc.letter of intention to provide medical auditing servicesbecome current to the SEC for remote monitoring activities for any pilot projects thatthese delinquent reports by, or before, January 26, 2018.
On November 27, 2017, the Company enters into. Underfailed to file a Form 8K when its Board of Directors approved the termsgrant of the agreement,option to 8,700,000 shares of common stock of the Company will:
To date, the consulting arrangement for the pilot project has been deferred until such time as the Company has a pilot project launched. The payments under this arrangement have been deferred until the initiation of the pilot project.
As of the date of this Form 10K, the names, ages and positions held by each of the officers and directors of the Company are as follows:
| Name | Age | Position Held |
| Sidney Chan | Chairman | |
Chief Financial Officer | ||
| Kenneth James Robulak | A member of the Board of Directors | |
| Dr. Alfonso Salas | A member of the Board of Directors | |
| A member of the Board of Directors | ||
| Peter Stafford | 80 | A member of the Board of Directors |
All directors have a term of office expiring at the next annual general meeting of the Company, unless re-elected or earlier vacated in accordance with the By-laws of the Company. All officers have a term of office lasting until their removal or replacement by the board of directors.
Sidney Chan – Chairman Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors, of the Company.
and Chief Financial Officer.
Director since December 1999, Chairman of the Board of Directors since July 2010, Chief Executive Officer & Principal Accounting Officer since April 2000.
Mr. Chan joined ALR Technologies Inc. in August 1997. He has assisted the Company’s financing, product development and corporate development. Mr. Chan has led the Company’s product development of the HeC. Mr. Chan possesses in-depth knowledge of the equity markets and investment industry, as well as a strong fundamental background in the responsibilities of corporate development and operations. Mr. Chan is an engineer and obtained his Bachelor of Engineering (Mining) degree with distinction in Mineral Economics from McGill University in 1973.
Mr. Weinstein joined ALRT in July 2010, bringing over 25 years of medical device development and management experience from organizations such as Cordis Corporation, DHD Healthcare and PARI Respiratory Equipment. Mr. Weinstein has extensive experience in the development and launch of medical products, including obtaining FDA approval for product lines and developing extensive quality control systems to ensure on-going regulatory compliance. Prior to working with ALRT, Mr. Weinstein had spent nine years working with Pari Respiratory Inc. in Midlothian Virginia, achieving the position of Senior Vice President of Operations. Mr. Weinstein received a Bachelor of Science in Chemical Engineering degree from Rensselaer Polytechnic Institute. He earned both a Master of Science degree in Industrial Engineering and an MBA from the University of Miami.
Director since August 21, 2012
From December 14, 1999 to January 31, 2001, Mr. Robulak was a member of our board of directors and from April 4, 2000 to January 31, 2001 Mr. Robulak was our chief financial officer, secretary, treasurer and vice president. Mr. Robulak resigned as officer and director of the Company on January 31, 2001. At the time of his resignation, Mr. Robulak did not have any disagreements with us relating to our operations, policies, or practices. Since August 2005, Mr. Robulak has served as a Director of Belle Harbor Owners Association, a not for profit company in Clearwater Beach, Florida. Since July 2007, Mr. Robulak has worked as a marketing consultant to Teco Metal Products, LLC, a technology based manufacturing Company with operations in Dallas, Texas and Guadalajera, Mexico. Mr. Robulak earned a Bachelor of Commerce degree in finance and marketing and is a Fellow of the Institute of Canadian Bankers.
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Dr. Alfonso Salas – A member of the Board of Directors of the Company
Director since August 21, 2012
Dr. Salas graduated with distinction from Universidad Metroplitana of Barranquilla, Colombia in 1983 with a Doctor of Medicine degree. He began practicing in Santa Marta, Columbia in rural medical facilities and the opened a private practice in 1984. He then worked as a physician with a number of shipping companies and became Medical Director in the office of the Ministry of Social Security and Labor of Columbia in 1991 doing medical assessments for work related accidents. In 1993 Dr. Salas was appointed Director of a Medical Service Plan of Columbia and with a support staff of more than thirty people, maintained a caseload, provided assessment procedures and referral services to hospitals, clinics, and specialists and organized and monitored clinical trials and clinical research in the pharmaceutical and medical field. Since 1995 Dr. Salas has operated his own business in Vancouver, British Columbia, providing medical based consulting services for corporations with a focus on budgeting, research and medical services.
Peter Stafford – A member of the Board of Directors of the Company
Director since December 28, 2012
Mr. SmithStafford is a healthcareretired lawyer and government relations professionalbusiness consultant, having practised with 25 years’Fasken Martineau DuMoulin LLP, a major Canadian based international law firm, and its predecessor firms, from 1966 to 2013, except for several years spent as in-house counsel for clients of the firm. Mr. Stafford's experience is in the areas of corporate and securities law, including mergers and acquisitions. Mr. Stafford joined one of the predecessor firms of Fasken Martineau in 1966 and was a senior partner and former chair of the Business Law department of the Firm’s Vancouver office. From 1985 to 1986, Mr. Stafford was Vice-President, General Counsel and Secretary of the Bank of British Columbia and from 1987 to 1989 he was Vice-President and Chief Counsel to Kaiser Resources Ltd., a finance and investment company. From 1989 until his retirement from full-time practice in 2006, Mr. Stafford served as senior partner in Faskin Martineu DuMoulin LLP, including leading the start of its Johannesburg, South Africa office in 2003. Since August 2013, Mr. Stafford has served as director, secretary and audit committee chair of Russell Breweries Inc. (TSX-V: RB). He was a director and subsequently secretary of WEX Pharmaceuticals Inc. (TSX listed) from September 2001 to its amalgamation in May 2011, a director and board chair of BC Bancorp (TSX listed) from October 1986 until its merger with bothCanadian Western Bank in November 1996, a director of Nissho Iwai (Canada) Ltd. a subsidiary of Nissho Iwai Corp. (now Sojitz Corp.) from June 1997 until October 2003 and a director of China One Corporation (TSX-V listed) from March 2007 until it was acquired in December 2008.Mr Stafford also served as Director of two private companies, Pikes Peak Resources Inc. from 2007 to 2012 and departments of federal and state Government. From September 2010Paraguay Minerals Inc., from 2007 to December 2012,date. Mr. Smith was the Managing Director of the Healthcare Division at NSI (National Strategies Institute), a Washington DC Company providing consulting advice on government relations strategies, corporate affairs strategies, aligning business and government affairs goals, and management strategies to maximize government relations support for U.S. commercial businesses. From November 2009 to August 2010, Mr. Smith was a consultant and an advisor to the Charlie Baker Campaign for Governor for the state of Massachusetts. From January 2003 to October 2009, Mr. Smith was the Vice President, US Public Affairs and Policy,at Pfizer, Inc. in New York City where he developed US policy based commercial strategies with the Pfizer business unit leaders. Mr. Smith holds aStafford obtained his Bachelor of Arts from the University of Cape Town in history1957 and obtained an LL. B from Georgetownthe University of South Africa in 1960.
Ronald Cheng – A member of the Board of Directors of the Company
Director since January 30, 2015
Ronald Cheng is a Masterlawyer 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 onNAFTA and other trade agreements. He represented and provided strategic advice to corporations including startups, trade associations and governments in anti-dumping, countervail and safeguard litigation, customs matters, commodity tax and government procurement disputes, as well import and export monitoring and controls. Mr. Cheng was listed in the Lexpert® Guides to Leading US/Canada Cross-border Litigation Lawyers and with highest listings in other leading legal directories such as Chambers, Martindale-HubbellÒ and Best LawyersÒ. Mr. Cheng received his Bachelor of Arts from Amherst College in political philosophy1972 and a Juris Doctor degree from Catholicthe University of AmericaToronto in 1974. Mr. Cheng is an active member of the Canadian Bar Association, American Bar Association, International Bar Association and is currently completing his Ph.D. in Political Philosophy from Catholic University of America.Inter Pacific Bar Association.
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Involvement in Certain Legal Proceedings
During the past ten years, Messrs. Chan, Weinstein, Robulak, Salas, Stafford and SmithCheng have not been the subject of the following events:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii) Engaging in any type of business practice; or
iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
Involvement in Certain Legal Proceedings(continued)
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i) Any Federal or State securities or commodities law or regulation; or
ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company during the fiscal year 2013,2015, all officers, directors and affiliates have filed their Forms 3, 4 and 5, on a timely basis.
The options granted to Mr. Chan and his spouse on May 29, 2015 were not reported in a form 4 until November 30, 2017. These options were announced in a Form 8K dated May 8, 2015 and the Company Form 10Q filed on August 13, 2015.
Audit Committee and Charter
The Company has an audit committee and audit committee charter. The Company’s audit committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as Chief Executive Officer is not independent. Mr. Robulak acts as the Chair of the Audit Committee. The Company’s audit committee is responsible for: (1) selection and oversight of its independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by company employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.
Audit Committee Financial Expert
The board has determined that Messrs. Chan and Robulak and Dr. Salas qualify as audit committee financial experts
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Nomination and Compensation Committees
The Company has a standing nomination committee composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak acts as the Chair of the nomination committee.
The Company has a standing compensation committee composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak acts as the Chair of the compensation committee.
Code of Ethics
The Company has adopted a corporate code of ethics. The Company believes its code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
Disclosure Committee
The Company has a disclosure committee and disclosure committee charter. The Company’s disclosure committee is comprised of all of its officers and directors. The purpose of the committee is to provide assistance to the Principal Executive Officer and the Principal Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about the Company and the accuracy, completeness and timeliness of the Company’s financial reports.
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| ITEM 11. | EXECUTIVE COMPENSATION. |
The following table sets forth information with respect to compensation paid by the Company to officers and directors during the three most recent fiscal years.
Summary Compensation Table
| Non-Equity | Non-qualified | ||||||||
| Stock | Option | Incentive | Deferred | ||||||
| Name and | Salary | Bonus | Awards | Awards | Plan | Earnings | All Other | Total | |
| Principal Position | Year | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
| Sidney Chan [1] [2] | 2013 | 180,000 | 0 | 0 | 0 | 0 | 0 | 9,600 | 189,600 |
| Chairman, Chief | 2012 | 180,000 | 0 | 0 | 0 | 0 | 0 | 9,600 | 189,600 |
| Executive Officer & | 2011 | 180,000 | 0 | 0 | 0 | 0 | 0 | 9,600 | 189,600 |
| Chief Financial Officer | |||||||||
| Lawrence Weinstein | 2013 | 156,000 | 0 | 0 | 0 | 0 | 0 | 0 | 156,000 |
| President & Chief | 2012 | 156,000 | 0 | 0 | 42,979 | 0 | 0 | 0 | 198,979 |
| Operating Officer | 2011 | 156,000 | 0 | 0 | 209,898 | 0 | 0 | 0 | 365,898 |
| Dr. Jaroslav Tichy [3] | 2013 | - | 0 | 0 | 0 | 0 | 0 | 0 | - |
| Vice President, | 2012 | 60,000 | 0 | 0 | 0 | 0 | 0 | 0 | 60,000 |
| Technology | 2011 | 60,000 | 0 | 0 | 0 | 0 | 0 | 0 | 60,000 |
| Non-Equity | Non-qualified | ||||||||
| Stock | Option | Incentive | Deferred | All | |||||
| Name and | Salary | Bonus | Awards | Awards | Plan | Earnings | Other | Total | |
| Principal Position | Year | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
| Sidney Chan [1] [2] | 2015 | 180,000 | 0 | 0 | 0 | 0 | 0 | 9,600 | 189,600 |
| Chief Executive Officer | 2014 | 180,000 | 0 | 0 | 0 | 0 | 0 | 9,600 | 189,600 |
| & Chief Financial | 2013 | 180,000 | 0 | 0 | 0 | 0 | 0 | 9,600 | 189,600 |
| Officer | |||||||||
| Lawrence Weinstein [3] | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Former President & | 2014 | 59,000 | 0 | 0 | 0 | 0 | 0 | 0 | 59,000 |
| Chief Operating Officer | 2013 | 156,000 | 0 | 0 | 0 | 0 | 0 | 0 | 198,979 |
| Mr. William Smith [4] | 2015 | 180,000 | 0 | 0 | 0 | 0 | 0 | 6,000 | 186,000 |
| President | 2014 | 160,000 | 60,000 | 0 | 0 | 0 | 0 | 6,000 | 166,000 |
| 2013 | 120,000 | 0 | 0 | 0 | 0 | 0 | 6,000 | 126,000 |
| [1] | All other compensation includes automobile allowance. |
| [2] | Salaries and other annual compensation for fiscal |
[3] | Resigned as |
| [4] | Resigned as President and member of the |
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Outstanding Equity Awards at December 31, 2013
| Equity Incentive | |||||||
| Number of | Number of | Plan Awards: | Equity Incentive | ||||
| Securities | Securities | Securities | Number of | Plan Awards: | |||
| Underlying | Underlying | Underlying | Shares or | Number of | |||
| Unexercised | Unexercised | Unexercised | Option | Option | Units of Stock | Unearned Shares, | |
| Options | Options | Unearned | Exercise | Expiration | that have not | Units that | |
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | have not vested |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| Sidney Chan | 120,000,000 | 0 | 0 | $0.03/0.05 | 2015/16/17 | 0 | 0 |
| Lawrence Weinstein | 2,000,000 | 0 | 0 | $0.03/0.05 | 2016/2017 | 0 | 0 |
| Dr. Alfonso Salas | 250,000 | 0 | 0 | 0.05 | 2017 | 0 | 0 |
| Kenneth Robulak | 350,000 | 0 | 0 | 0.05 | 2016/2017 | 0 | 0 |
| William Smith | 0 | 0 | 0 | 0 | - | 0 | 0 |
| Equity Incentive | |||||||
| Number of | Number of | Plan Awards: | Equity Incentive | ||||
| Securities | Securities | Securities | Number of | Plan Awards: | |||
| Underlying | Underlying | Underlying | Shares | Number of | |||
| Unexercised | Unexercised | Unexercised | Option | Option | Or Units of Stock | Unearned Shares, | |
| Options | Options | Unearned | Exercise | Expiration | that have not | Units that | |
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | have not vested |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| Sidney Chan | 560,000,200 | 0 | 0 | $0.015 | 2020 | 0 | 0 |
| William Smith | 1,500,000 | 0 | 0 | $0.030 | 2019 | 0 | 0 |
| Dr. Alfonso Salas | 0 | 0 | 0 | - | - | 0 | 0 |
| Kenneth Robulak | 1,350,000 | 0 | 0 | $0.030 | 2016/17/19 | 0 | 0 |
| Ronald Cheng | 500,000 | 0 | 0 | $0.030 | 2019 | 0 | 0 |
| Peter Stafford | 500,000 | 0 | 0 | $0.030 | 2019 | 0 | 0 |
Mr. Sidney Chan
On March 6, 2011, Mr. Chan was granted the option to acquire 20,000,000 shares of common stock of the Company, exercisable at $0.125 per share. For each dollar, the Company borrows on the line of credit from Mr. Chan, eight stock options became exercisable. The option to acquire the 20,000,000 shares was set to expire on March 5, 2016.
On June 27, 2012, the option granted to Mr. Chan on March 6, 2011 to acquire 20,000,000 shares of common stock was modified as follows:
| - | The options in respect of shares not vested was to vest immediately |
| - | The exercise price of the option was reduced from $0.125 per share to $0.07 per share and subsequently reduced to $0.05 per share on December 28, 2012 |
On June 27, 2012, the Company granted Mr. Chan the option to acquire 15,750,000 shares of common stock of the Company with an exercise price of $0.07 per share until March 6, 2016. On December 28, 2012, the exercise price of this option granted on June 27, 2012 was reduced to $0.05 per share.
On December 28, 2012, the Company granted Mr. Chan the option to acquire:
- 14,250,000 shares of common stock of the Company at an exercise price of $0.05 per share
The options in respect of the 64,250,000 shares vest immediately and expire on December 28, 2017
On April 1, 2014, the Company and Sidney Chan agreed to increase the borrowing limit on the line of credit available by $1,500,000 in exchange for:
- granting Mr.
Chan’s spouse holdsChan the option to acquire 83,333,400 shares of common stock of the Company at a price of $0.03 per share for a term of five years, - modifying the exercise price of Mr. Chan’s option to acquire 35,750,000 shares of common stock of the Company, granted June 2012, from $0.05 per share to $0.03 per share,
- modifying the exercise price of Mr. Chan’s option to acquire 14,250,000 shares of common stock of the Company, granted December 2012, from $0.05 per share to $0.03 per share,
- modifying the exercise price of the option granted January 2011 to the spouse of Mr Chan (Ms. Kan), to acquire 20,000,000 shares of common stock of the Company from $0.05 per share to $0.03 per share, and
- granting Ms. Kan the option to acquire 26,666,700 shares of common stock of the Company at an exercise price of
$0.05 per share until May 2015 as a result of providing a $1,000,000 line of credit to the Company in January 2010 and subsequently amended to $2,000,000 in January 2011. The Company has reached the borrowing limit on this line of credit.
| 70 |
On May 29, 2015, the Company and Sidney Chan agreed to increase the borrowing limit on the line of credit available by $1,500,000 in exchange for:
| · | reducing the exercise price of all existing 183,333,400 shares of common stock under option to Mr. Chan from $0.03 to $0.015; |
| · | extending 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; |
| · | granting Mr. Chan the right and option to purchase, an additional 283,333,267 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; |
| · | reducing the exercise price of all existing 46,666,700 shares of common stock under option to the Ms. Christine Kan (Spouse of Mr. Chan) from $0.03 to $0.015; |
| · | extending 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; and |
| · | granting 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.
Dr. Alfonso Salas
Dr. Salas was granted an option to acquire 250,000 shares of common stock at an exercise price of $0.07 per share, for five years which expire on August 21, 2017. On December 28, 2017, the exercise price was re-priced from $0.07 to $0.05 per share. On April 1, 2014, the exercise price of the option to acquire 250,000 shares of common stock was reduced from $0.05 to $0.03 per share. On July 25, 2014, the Company granted Dr. Salas the option to acquire 1,000,000 shares of common stock at a price of $0.03 for a term of five years. On August 15, 2014, the option to acquire 1,250,000 shares was exercised.
Mr. William Smith
On April 18, 2014, William Smith was granted the option to acquire 1,500,000 shares of common stock at an exercise price of $0.03 per share for five years. The options vested when Mr. Smith was appointed as President of the Company on May 19, 2014.
Mr. Peter Stafford
On August 1, 2014, the Company granted Mr. Stafford the option to acquire 500,000 shares of common stock at a price of $0.03 for a term of five years.
| 71 |
Mr. Kenneth Robulak
Mr. Robulak was granted an option to acquire 250,000 shares of common stock at an exercise price of $0.07 per share, for five years which expire on August 21, 2017 and an option to acquire 100,000 shares of common stock at $0.07 per share which expire May 23, 2016. On December 28, 2012, the exercise price to for the option to acquire 350,000 shares of common stock was amended from $0.07 per share to $0.05 per share.
Mr. Smith exercised hisRonald Cheng
On August 1, 2014, the Company granted Mr. Cheng the option on December 31, 2012.
Option Exercises and Stock Vested for the year ended December 31, 20132015
| Number of | Number of | Value | ||
| Shares Acquired | Value Realized | Shares Acquired | Realized on | |
| On Exercise | On Exercise | On Vesting | Vesting | |
| Name | (#) | ($) | (#) | ($) |
| (a) | (b) | (c) | (d) | (e) |
| Sidney Chan | 0 | 0 | 0 | 0 |
| Lawrence Weinstein | 0 | 0 | 0 | 0 |
| Dr. Jarek Tichy | 0 | 0 | 0 | 0 |
| Alfonso Salas | 0 | 0 | 0 | 0 |
| Kenneth Robulak | 0 | 0 | 0 | 0 |
| William Smith | 0 | 0 | 0 | 0 |
| Number of | Number of | Value | ||
| Shares Acquired | Value Realized | Shares Acquired | Realized on | |
| On Exercise | On Exercise | On Vesting | Vesting | |
| Name | (#) | ($) | (#) | ($) |
| (a) | (b) | (c) | (d) | (e) |
| Sidney Chan | 0 | 0 | 0 | 0 |
| William Smith | 0 | 0 | 0 | 0 |
| Peter Stafford | 0 | 0 | 0 | 0 |
| Alfonso Salas | 0 | 0 | 0 | 0 |
| Ronald Cheng | 0 | 0 | 0 | 0 |
| Kenneth Robulak | 0 | 0 | 0 | 0 |
The Company does not have any long-term incentive plans. The Company has contractual compensation arrangements with the following individuals:
| Sidney Chan | $ | 180,000 | |
| Lawrence Weinstein | $ | 156,000 |
Sidney Chan
The contracts are automatically renewed annuallyCompany has a consulting arrangement with Mr. Sidney Chan, Chief Executive Officer and may be terminated byChairman of the Company at any time, effective thirty or sixty days after deliveryBoard of notice, without any further compensation.
| i. | Incentive Revenue Bonus |
Mr. Chan will be entitled to a 1% net sales commission from the sales of any of the Company’s products at any time during his life, regardless if Mr. Chan is for one year and automatically renews for continuous one year terms.
| ii. | Sale of Business |
If more than 50% of the Company’s stock or assets are sold, Messrs.Mr. Chan will be compensated for entering into non-compete agreements based on the selling price of the Company or its assets as follows:
| - | 2% of sales price up to $24,999,999 plus |
| - | 3% of sales price between $25,000,000 and $49,999,999 plus |
| - | 4% of sales price between $50,000,000 and $199,999,999 plus |
| - | 5% of sales price in excess of $200,000,000 |
| 72 |
William Smith
The terms of sales price up to $24,999,999 plus
Any other amounts distributed to each key employee are to be determined by the Board of Directors.
The Board of Directors consist fivesix members, Mr. Sidney Chan, Mr. Lawrence Weinstein, Mr. Kenneth James Robulak, Dr. Alfonso Salas, Mr. William Smith (Resigned January 31, 2016), Mr. Peter Stafford and Mr. William Smith.Ronald Cheng. Mr. Kenneth Robulak, and Dr. Alfonso Salas, Mr. Cheng and Mr. Stafford are independent directors.
The Company’s Board of Directors unanimously resolved that members receive no cash compensation for their services; however, they are reimbursed for travel expenses incurred in serving on the Board of Directors. Independent directors are compensated from time to time through the grant of options to purchase shares of common stock of the Company. Directors whom are also Officers or consultants of the Company are compensated for those positions as disclosed under Executive Compensation for those positions.
No additional amounts are payable to the members of the Company’s Board of Directors for committee participation or special assignments.
| Fees | Nonqualified | ||||||
| Earned or | Non-Equity | Deferred | |||||
| Paid in | Stock | Option | Incentive Plan | Compensation | All Other | ||
| Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | |
| Name | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| Sidney Chan | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Kenneth Robulak | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Mr. Peter Stafford | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Dr. Alfonso Salas | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Mr. Ronald Cheng | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Mr. William Smith | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 73 |
| Fees | Nonqualified | ||||||
| Earned or | Non-Equity | Deferred | |||||
| Paid in | Stock | Option | Incentive Plan | Compensation | All Other | ||
| Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | |
| Name | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| Sidney Chan | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Lawrence Weinstein | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Kenneth Robulak | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Dr. Alfonso Salas | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Mr. William Smith* | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets out information as at the end of the Company’s financial year ended December 31, 2015 with respect to compensation plans under which equity securities of the Company are authorized for issuance.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column) |
Equity compensation plans approved by security holders | 0 | 0 | 0 |
| Equity compensation plans not approved by security holders | 570,900,200 | $0.015 | 1,178,891 |
| Total: | 570,900,200 | $0.015 | 1,178,891 |
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of December 31, 2013,2015, the beneficial shareholdings of persons or entities holding five percent or more of the Company’s common stock, each director individually, each named executive officer and all directors and officers of the Company as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial.
| Direct Amount of | Percent | ||
| Name of Beneficial Owner | Beneficial Owner | Position | of Class |
| Sidney Chan | 238,498,482[1] | Chief Executive Officer, Chief Financial Officer, Member and Chairman of the Board of Directors | 64.4% |
| Lawrence Weinstein | 4,000,000[2] | President, Chief Operating Officer and a member of the Board of Directors | 1.1% |
| Dr. Alfonso Salas | 577,738 [3] | Member of the Board of Directors | 0.2% |
| Kenneth Robulak | 1,540,000 [4] | Member of the Board of Directors | 0.4% |
| William Smith | 2,500,000 | Member of the Board of Directors | 0.7% |
| All Officers and Directors | 247,116,220 [5] | 66.8% | |
| as a group (5 people) |
| Direct Amount of | Percent | |||
| Name of Beneficial Owner | Beneficial Owner | Position | of Class | |
| Sidney Chan | 678,497,682[1] | Chief Executive Officer, Chief Financial Officer, Member and Chairman of the Board of Directors | 82.6%
| |
| William Smith* | 4,000,000[2] | President, and a member of the Board of Directors | 0.5% | |
| Dr. Alfonso Salas | 1,577,738[3] | Member of the Board of Directors | 0.2% | |
| Kenneth Robulak | 2,540,000[4] | Member of the Board of Directors | 0.3% | |
| Peter Stafford | 1,000,000[5] | Member of the Board of Directors | 0.1% | |
| Ronald Cheng | 1,705,800[6] | Member of the Board of Directors | 0.2% | |
| All Officers and Directors | ||||
| as a group (6 people)* | 689,321,220 | 83.9% |
* Resigned on January 31, 2016
| 74 |
| [1] |
| · | 35,750,000 until March 6, 2016 |
| · | 64,250,000 until December 28, 2017 |
| · | 83,333,400 until April 1, 2019 |
| · | 283,333,400 until May 29, 2020 |
Mr. Chan’s spouse owns 103,653,482 shares of common stock and holds the following options to acquire shares of common stock at an exercise price of $0.03 per share:
| · | 20,000,000 until March 7, 2015 |
| · | 26,666,700 until April 1, 2019 |
| · | 46,666,700 until May 29, 2020 |
| [2] | Mr. Smith owns 2,500,000 shares of common stock.Mr. Smith holds the option to acquire 1,500,000 shares of common stock at |
| [3] | Dr. Salas |
| [4] | Mr. Robulak |
| · | 250,000 shares of |
| · | 100,000 |
| · | 1,000,000 shares of common stock until July 25, 2014. |
| [5] | Mr. Stafford owns 500,000 shares of common stock. Mr. Stafford holds the option to acquire |
| [6] | Mr. Cheng owns 1,205,800 shares of common stock. Mr. Cheng holds the |
Changes in Control
Mr. Chan and his wife hold stockthe option options to acquire 120,000,000560,000,200 shares of common stock, all of which are all exercisable. If the options were to be exercised by Mr. Chan and his wife, they would own over 50% of the common shares of the Company.
| 75 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
All transactions with related parties were incurred in the normal course of operations and measured at the exchange amount, which is the amount of consideration and agreed upon by the transaction parties.
Year Ended December 31, 2013
During the 20132015 fiscal year, the Company incurred interest expense of $309,826 on $2,891,966 of promissory notes due to relatives of Sidney Chan and interest expense of $944,010 on $8,626,993 of amounts outstanding on the lines of credit payable to Sidney Chan and Christine Kan. As at December 31, 2015, the accrued interest on promissory notes owed to relatives of Sidney Chan was $1,667,976. As at December 31, 2015, the accrued interest on the lines of credit was $2,645,101.
Year Ended December 31, 2014
During the 2014 fiscal year, the Company incurred interest expense of $306,226 on $2,861,966 of promissory notes due to relatives of Sidney Chan and interest expense of $578,039$750,401 on $5,520,540 of amounts borrowed on the lines of credit payable to Sidney Chan and Christine Kan. Christine Kan purchased accrued interest of $153,600 from other promissory note holders of the Company during the year. As at December 31, 2013, the accrued interest on promissory notes owed to relatives of Sidney Chan was $1,046,523. As at December 31, 2013, the accrued interest on the lines of credit was $988,190.
Director Independence
The following directors are considered independent pursuant to § 229.407 (Item 407) Corporate governance and sit on the following board committees where indicated:
Kenneth Robulak, Audit Committee Chair, Nomination Committee Chair, Compensation Committee Chair
Alfonso Salas, Audit Committee, Nomination Committee, Compensation Committee
Peter Stafford
Ronald Cheng
Sidney Chan is not considered independent pursuant to § 229.407 (Item 407) Corporate governance and sits on the Audit Committee, Nomination Committee and Compensation Committee.
Peter Stafford
Kenneth Robulak, Audit Committee Chair, Nomination Committee Chair, Compensation Committee Chair
Alfonso Salas, Audit Committee, Nomination Committee, Compensation Committee
Ronald Cheng
| 76 |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the Company’s audit of annual consolidated financial statements and review of consolidated financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
| 2013 | $ 20,000 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2012 | $ 25,000 | Anton & Chia LLP |
| 2015 | $ 20,000 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2014 | $ 20,000 | Dale Matheson Carr-Hilton LaBonte LLP |
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported in the preceding paragraph:
| 2013 | $ 12,000 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2012 | $ 14,000 | Anton & Chia LLP |
| 2015 | $ 12,000 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2014 | $ 12,000 | Dale Matheson Carr-Hilton LaBonte LLP |
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
| 2013 | $ 5,500 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2012 | $ 0 | Anton & Chia LLP |
| 2015 | $ 2,000 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2014 | $ 2,000 | Dale Matheson Carr-Hilton LaBonte LLP |
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
| 2013 | $ 0 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2012 | $ 0 | Anton & Chia LLP |
| 2015 | $ 0 | Dale Matheson Carr-Hilton LaBonte LLP |
| 2014 | $ 0 | Dale Matheson Carr-Hilton LaBonte LLP |
(5) The Company’s audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant’s engagement to audit the Company’s consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
| 77 |
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| Incorporated by reference | ||||||
| Exhibit | Filed | |||||
| No. | Document Description | Form | Date | Number | herewith | |
| 3.1 | Initial Articles of Incorporation. | 10-SB | 12/10/99 | 3.1 | ||
| 3.2 | Bylaws. | 10-SB | 12/10/99 | 3.2 | ||
| 3.3 | Articles of Amendment to the Articles of Incorporation, dated October 22, 1998. | 10-SB | 12/10/99 | 3.3 | ||
| 3.4 | Articles of Amendment to the Articles of Incorporation, dated December 7, 1998. | 10-SB | 12/10/99 | 3.4 | ||
| 3.5 | Articles of Amendment to the Articles of Incorporation, dated January 6, 2005. | 8-K | 1/20/05 | 3.1 | ||
| 3.6 | Amendment to Bylaws, dated October 13, 2011 | 8-K | 10/13/11 | 3.6 | ||
| 3.7 | Amendment to Bylaws, dated April 10, 2012 | 8-K | 4/16/12 | 3.7 | X | |
| 10.1 | Consulting Agreement with Endocrine Research Society Inc. | 10KSB | 10/01/13 | 10.1 | X | |
| 14.1 | Code of Ethics. | 10-KSB | 4/14/03 | 14.1 | ||
| 31.1 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 of the Principal Executive Officer and Principal Financial Officer | X | ||||
| 32.1 | Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer | X | ||||
| 99.1 | Distribution Agreement with Mo Betta Corp. | 10-SB | 12/10/99 | 99.1 | ||
| 99.2 | Pooling Agreement. | 10-SB | 12/10/99 | 99.2 | ||
| 99.3 | Amended Pooling Agreement. | 10-SB | 12/10/99 | 99.3 | ||
| 99.4 | Lock-Up Agreement. | 10-SB | 12/10/99 | 99.4 | ||
| 99.19 | Audit Committee Charter. | 10-KSB | 3/31/14 | 99.1 | X | |
| 99.20 | Disclosure Committee Charter. | 10-KSB | 4/14/03 | 99.2 | ||
| 99.30 | Nomination Committee Charter | 10-KSB | 8/15/13 | 99.3 | ||
| 99.40 | Compensation Committee Charter | 10-KSB | 8/15/13 | 99.4 | ||
| 78 |
| Incorporated by reference | |||||
| Exhibit | Filed | ||||
| No. | Document Description | Form | Date | Number | herewith |
| 3.1 | Initial Articles of Incorporation. | 10-SB | 12/10/99 | 3.1 | |
| 3.2 | Bylaws. | 10-SB | 12/10/99 | 3.2 | |
| 3.3 | Articles of Amendment to the Articles of Incorporation, dated October 22, 1998. | 10-SB | 12/10/99 | 3.3 | |
| 3.4 | Articles of Amendment to the Articles of Incorporation, dated December 7, 1998. | 10-SB | 12/10/99 | 3.4 | |
| 3.5 | Articles of Amendment to the Articles of Incorporation, dated January 6, 2005. | 8-K | 1/20/05 | 3.1 | |
| 3.6 | Amendment to Bylaws, dated October 13, 2011 | 8-K | 10/13/11 | 3.6 | |
| 3.7 | Amendment to Bylaws, dated April 10, 2012 | 10-K | 3/31/14 | 3.7 | X |
| 10.1 | Consulting Agreement with Endocrine Research Society Inc. | 10-K | 3/31/14 | 10.1 | X |
| 10.2 | Auditing Agreement with Endocrine Research Society Inc. | 10-K | 3/31/14 | 10.2 | X |
| 14.1 | Code of Ethics. | 10-KSB | 4/14/03 | 14.1 | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 99.1 | Distribution Agreement with Mo Betta Corp. | 10-SB | 12/10/99 | 99.1 | |
| 99.2 | Pooling Agreement. | 10-SB | 12/10/99 | 99.2 | |
| 99.3 | Amended Pooling Agreement. | 10-SB | 12/10/99 | 99.3 | |
| 99.4 | Lock-Up Agreement. | 10-SB | 12/10/99 | 99.4 | |
| 99.1 | Audit Committee Charter. | 10-K | 3/31/14 | 99.1 | X |
| 99.2 | Disclosure Committee Charter. | 10-KSB | 4/14/03 | 99.2 | |
| 99.3 | Nomination Committee Charter | 10-KSB | 8/15/13 | 99.3 | |
| 99.4 | Compensation Committee Charter | 10-KSB | 8/15/13 | 99.4 | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 31st day of March, 2014.
| ALR TECHNOLOGIES, INC. | ||
| (Registrant) | ||
| DATE:December 8, 2017 | BY: | |
| Sidney Chan | ||
| Chairman, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following personpersons on behalf of the Registrant and in the capacities.
Signatures | Title | Date |
| “Sidney Chan”_____ | Chairman, Principal Executive Officer, Principal | |
| Sidney Chan | Financial Officer, Principal Accounting Officer and | |
| a member of the Board of Directors | ||
| Member of the Board of Directors | ||
| “Kenneth J. | Member of the Board of Directors | |
| Kenneth J. Robulak | ||
| “Dr. Alfonso Salas” ___ | Member of the Board of Directors | |
| Dr. Alfonso Salas | ||
| “Mr. Ronald Cheng”_ | Member of the Board of Directors | December 8, 2017 |
| Mr. Ronald Cheng |
| 79 |
| Incorporated by reference | |||||
| Exhibit | Filed | ||||
| No. | Document Description | Form | Date | Number | herewith |
| 3.1 | Initial Articles of Incorporation. | 10-SB | 12/10/99 | 3.1 | |
| 3.2 | Bylaws. | 10-SB | 12/10/99 | 3.2 | |
| 3.3 | Articles of Amendment to the Articles of Incorporation, dated October 22, 1998. | 10-SB | 12/10/99 | 3.3 | |
| 3.4 | Articles of Amendment to the Articles of Incorporation, dated December 7, 1998. | 10-SB | 12/10/99 | 3.4 | |
| 3.5 | Articles of Amendment to the Articles of Incorporation, dated January 6, 2005. | 8-K | 1/20/05 | 3.1 | |
| 3.6 | Amendment to Bylaws, dated October 13, 2011 | 8-K | 10/13/11 | 3.6 | |
| 3.7 | Amendment to Bylaws, dated April 10, 2012 | 10-K | 3/31/14 | 3.7 | X |
| 10.1 | Consulting Agreement with Endocrine Research Society Inc. | 10-K | 3/31/14 | 10.1 | X |
| 10.2 | Auditing Agreement with Endocrine Research Society Inc. | 10-K | 3/31/14 | 10.2 | X |
| 14.1 | Code of Ethics. | 10-KSB | 4/14/03 | 14.1 | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 99.1 | Distribution Agreement with Mo Betta Corp. | 10-SB | 12/10/99 | 99.1 | |
| 99.2 | Pooling Agreement. | 10-SB | 12/10/99 | 99.2 | |
| 99.3 | Amended Pooling Agreement. | 10-SB | 12/10/99 | 99.3 | |
| 99.4 | Lock-Up Agreement. | 10-SB | 12/10/99 | 99.4 | |
| 99.1 | Audit Committee Charter. | 10-K | 3/31/14 | 99.1 | X |
| 99.2 | Disclosure Committee Charter. | 10-KSB | 4/14/03 | 99.2 | |
| 99.3 | Nomination Committee Charter | 10-KSB | 8/15/13 | 99.3 | |
| 99.4 | Compensation Committee Charter | 10-KSB | 8/15/13 | 99.4 | |