UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q10-Q/A-1

Commission file number 000-30414

ALR TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

3350 Riverwood Parkway, Suite 1900

Atlanta, Georgia 30339

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

(678) 881-0002

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

ALR TECHNOLOGIES INC.

ALR TECHNOLOGIES, INC. (the "Company") was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. The Company has developed a line of medication compliance reminder devices and compliance monitoring systems that will assist people with taking their medications and treatments on time and allow for heathhealth care professionals to remotely monitor and intervene as necessary if a person is noncompliant.

In April 2008, the Company incorporated a wholly-owned subsidiary in Canada, Canada ALRTech Health Systems Inc. and its activities have been included in the Company’s consolidated financial statements.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 operating losses over the past several fiscal years (Six(nine months period ended JuneSeptember 30, 2009 - $862,426;- $1,515,192; 2008 - $924,536;$1,403,243; 2007 -$812,172)1,190,019), is currently unable to self-finance operations, has working capital deficit of $13,126,341$6,999,928 as at JuneSeptember 30, 2009,  $12,324,804 as at December 31, 2008 (2007 - $10,773,657)$10,769,177), a deficit of $26,558,026$27,210,792 as at JuneSeptember 30, 2009 , $25,695,600 as at December 31, 2008  (2007 - $23,796,490), limited resources, no source of operating cash flow and no assurances that sufficient funding will be available to conduct further product development and 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 repay its current obligations and fund working capital and its ability to achieve profitable operations. All of the Company's debt financing is either due on demand or is overdue and now due on demand. The Company will seek to obtain creditors' consents to delay repayment of these outstanding promissory notes payable until it is able to replace this financing with funds generated by operations, replacement debt or from equity financings through private placements or the exercise of options and warrants. While the Company's creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. Management plans to obtain financing through the issuance of shares on the exercise of options and warrants and through future common share private placements. Management hopes to realize sufficient sales in future periods to achieve profitable operations. The resolution of the going concern issue is dependent upon the realization of management's plans. There can be no assurance provided that the Company will be able to raise sufficient debt or equity capital, from the sources described above, on satisfactory terms. If management is unsuccessful in obtaining financing or in achieving profitable operations, the Company will be required to cease operations. The outcome of these matters cannot be predicted at this time.  The Company is currently financed by loans from a relative of a director of the Company.

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

ALR TECHNOLOGIES INC.

2. Significant accounting policies

The information included in the accompanying interim consolidated financial statements is unaudited and should be read in conjunction with the annual audited financial statements and notes thereto contained in the Company's Report on Form 10-K for the fiscal year ended December 31, 2008. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the entire fiscal year.

a) Stock-based compensation:

PriorThe 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 January 1, 2006,vest is recognized as an expense over the requisite service period in the Company’s 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 applied APB Opinion No. 25 in accounting for itsestimates the fair value of stock options issued to directorsusing the Black-Scholes valuation model.  The Black-Scholes valuation model requires the input of highly subjective assumptions, including the option’s expected life and employees. Effective January 1, 2006, the Company applies FASB No. 123R in accounting all itsprice volatility of the underlying stock.  The expected stock options issued.price volatility assumption was determined using historical volatility of the Company’s common stock.

b) Basic and diluted net loss per common share

Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted net 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 net loss per common share when the effect would be anti-dilutive.

c) Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Canada ALRTech Health Systems Inc. (incorporated in British Columbia, Canada). All significant inter-company balances and transactions have been eliminated.

d) Recent accounting pronouncements

Effective April 1, we adopted Financial Accounting Standards Board (“FASB”)In May 2009, the FASB issued Statementnew guidance for accounting for subsequent events.  The new guidance, which is now part of Financial Accounting Standard (“SFAS”)ASC 855-10, Subsequent Events (formerly, SFAS No. 165,Subsequent Events (“SFAS 165”). This Statement establishes general is consistent with existing auditing standards of accounting for and disclosures ofin defining subsequent events as events or transactions that occur after the balance sheet date but before the financial statements are issued or are available to be issued. In general, these events will be recognized ifissued, but it also requires the condition existed atdisclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new guidance defines two types of the balance sheet,subsequent events: “recognized subsequent events” and will not be recognized if the condition did not exist“non-recognized subsequent events.” Recognized subsequent events provide additional evidence about conditions that existed at the balance sheet date. Disclosure is required fordate and must be reflected in the company’s financial statements.  Non-recognized subsequent events provide evidence about conditions that arose after the balance sheet date and are not reflected in the financial statements of a company.  Certain non-recognized subsequent events if requiredmay require disclosure to keepprevent the financial statements from being misleading.  The new guidance in this Statement is very similar to current guidance provided in auditing literature and, therefore, will not result in significant changes in practice. Subsequent events have been evaluated throughwas effective on a prospective basis for interim or annual periods ending after June 15, 2009.  The Company adopted the date our interim financial statements were issued - the filing time and date of our second-quarter 2009 Quarterly Report on Form 10-Q.provisions as required.

ALR TECHNOLOGIES INC.

In April 2009, the FASB issued three FASB Staff Positions (FSP’s) that are intended to provide additional application guidance and enhance disclosures about fair value measurements and impairments of securities. FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4), clarifies the objective and method of fair value measurement even when there has been a significant decrease in market activity for the asset being measured. FSP No. 115-2 and FSP No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, (FSP 115-2 and FSP 124-2), establish a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income. FSP No. 107-1 and APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments”, expand the fair value disclosures required for all financial instruments within the scope of SFAS, No. 107, “Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and APB 28-1)ASC 825-10.  ASC 825-10 extends disclosure requirements to interim periods. Allperiod financial statements, in addition to the existing requirements for annual periods and disclosure of these FSP’s arethe methods and significant assumptions used to estimate fair value.  ASC 825-10 is effective for interim and annual periods ending after June 15, 2009, our quarter ended June 30, 2009. The adoption of these FSP’s willASC 825-10 did not have a material impact on our consolidated results of operations and financial condition. However, adoption of FSP 107-1 and APB 28-1 during the quarter ended June 30, 2009 resulted in increased disclosures in our consolidated financial statements.

The Company's inventories consists of product parts and finished goods inventories. The Company has expended significant efforts introducing its Human Prescription Reminders ("Med Reminders") to disease management companies, home care companies, pharmaceutical manufacturers, health management organizations, pharmacy benefits managers and certain clinics treating specific disease conditions. Sales to December 31, 2008 have not been sufficient for the Company to realize its investment in these inventories. Management plans to recover its investment in inventories through sales via the channels indicated above and through international markets. As of December 31, 2008, management had recorded a provision of $263,520 (December 31, 2008 - $263,520) in respect of its Med Reminder inventory.

ALR TECHNOLOGIES INC.

The Company's has prepaid expenses include $77,000 prepaid commission expenses.of $10,041 during the period.

During the sixnine months ended JuneSeptember 30, 2009, the Company received a total of $120,699$154,879 from a relative of a director in exchange for promissory notes payable. The promissory note is due on demand with interest at 1.0% per month and is secured by a floating charge against assets of the Company. As further consideration, 483,000620,000 options exercisable into common shares of the Company at an exercise price of $0.25 per share for a period of five years were issued.issued (see note 6(b)).

During the sixnine month period ended JuneSeptember 30, 2009, a promissory note repayable in Canadian dollars to a director increased by $6,076$13,115 due to unfavorable exchange rate changes with the United States dollars.

a) Authorized share capital:

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

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

During the sixnine months ended JuneSeptember 30, 2009, the Company granted 483,000620,000 options in consideration of providing $120,699$154,879 loan to the Company. Compensation cost related to these options, being the fair value of the options, has been estimated to be $71,372$54,044 and charged to interest expense. The weighted average per share fair value of these options issued in the period was $0.08.$0.09. The fair value of the options was determined using the Black-Scholes option pricing model, using the expected life of the options of 5 years, volatility factors of 221%225% risk-free interest rates of 1.67%1.81% and no assumed dividend rate. The Company applyapplied zero forfeiture rate in calculating stock based compensation expenses.

During the year ended December 31, 2008, the Company granted 6,128,000 options. Of the total granted, 3,000,000 were granted with vesting conditions based on certain performance targets.  Even though a final measure of the value of compensation cost does not occur until performance is complete, the estimated fair value of these options was recognized as at December 31, 2008 in the amount of $84,210 and charged to product development costs.  This amount has been prorated based on the expected performance period.  In consideration of providing loan advances aggregating $569,328 to the Company, 2,278,000 options were granted and vested immediately. Compensation costs related to these options, being the fair value of the options, has been estimated to be $121,591 of which $71,191 has been charged to interest expense and $50,400 has been classified as deferred interest expenses. The balance of the 850,000 stock options were granted for services and vested immediately. Compensation costs related to these options, being the fair value of the options, have been estimated to be $143,791 and have been charged to product development costs. The weighted average per share fair value of options issued in the period2008 was $0.13 per option. The fair value of the options was determined using the Black-Scholes option pricing model, using the expected life of the options of 5 years, volatility factors of 188%, risk-free interest rate of 2.72% and zero dividend rate. The Company applies zero forfeiture rate in calculating stock-based compensation expenses.

During the year ended December 31, 2008, the Company cancelled 9,500,000 stock options from a director and 1,000,000 stock options from non-employees, all of which were not vested nor recorded as stock-based compensation expense prior to cancellation.  The remaining 2,000,000 stock options that were vested immediately were cancelled as per settlement agreement with a former consultant.

ALR TECHNOLOGIES INC.

A summary of stock option activity is as follows:

The aggregate intrinsic value represents the total pre-tax intrinsic value for in-the-money options, based on the $0.08 closing stock price of the Company’s common stock on the NASDAQ over the counter market on June 30, 2009, which would have been received by the option holders had all option holders exercised their options as of that date. As of JuneSeptember 30, 2009, none of the stock options outstanding waswere in-the-money.

Unvested options at JuneSeptember 30, 2009 consist of 15,525,00015,450,000 options which will vest based on achieving certain sales and performance targets, including 9,750,000 to two directors and 250,000 to a relative of a director of the Company. Compensation cost related to the 17,025,000 unvested options granted between 2004 to 2009, which value is estimated to be $1,948,758 will be recorded in the period in which the sales or performance targets are achieved or probable of being achieved.

Accounts payable and accrued liabilities as of JuneSeptember 30, 2009 includes $180,666 (December 31, 2008 -$180,666) of amounts owing to a supplier, which the Company is in the process of disputing. The outcome of this matter cannot be determined at this time. The gain on settlement of the account payable, if any, will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.

During the year ended December 31, 2008, a note payable creditor commenced legal action against the Company to enforce repayment of all outstanding notes payable and interest.  As of JuneSeptember 30, 2009, the total outstanding notes payable and interest payable was $42,000.$44,700.  The Company has agreed to settle this balance and is currentlywas awaiting for final approval by Superior Court Judge.  The payment on settlement will be recorded subsequent to the period end.

Related party transactions for the sixnine months ended JuneSeptember 30, 2009 and 2008 included the following:

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

Interest on promissory notes payable to related parties, management compensation and compensation paid to a relative of a director have been recorded at the exchange amount, which is the amount agreed to by the parties. Options granted to related parties have been recorded at their estimated fair value as disclosed note 6(b).

9. Commitments:

During 2000, the Company entered into three-year contracts with certain executive officers and directors providing the following annual compensation.

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

The terms of Mr. Chan's contract also provides for a commission of 1% of net sales during the term of the agreement as well as a bonus payment on commencement of commercial production of the Pet Reminder. In addition, if more than 50% of the Company's stock or assets are sold, Messrs. Chan, Cruitt and Tichy will be compensated for entering into non-compete agreements based on the selling price of the Company or its assets as follows:

2% of sales price up to $24,999,999 plus

3% of sales price between $25,000,000 and $49,999,999 plus

4% of sales price between $50,000,000 and $199,999,999 plus

5% of sales price in excess of $200,000,000

The terms of Mr. Cruitt's contract was amended in 2008 as a result of his resignation as President on June 16, 2008. Mr. Cruitt was originally entitled to 4,000,000 options with a five-year term exercisable at $0.25 per share of which 2,000,000 stock options vested immediately and the remaining 2,000,000 options subject to sales and performance targets were cancelled in 2008.

ALR TECHNOLOGIES INC.

The Company’s financial instruments consist of cash, and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, promissory notes, advances payable and bank loan.interest payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the short maturities of those instruments. The Company’s bank loan consists of its revolving credit facility. The carrying value of the revolving credit facility approximates fair valuepromissory notes, advances payable and interest payable reflects the Company’s legal obligation as the interest rate fluctuates with market conditions.amounts have passed their maturity dates.

12. Subsequent event

Subsequent event has been evaluated through August 10,November 13, 2009, the date these financial statements were issued.  There was no event that requires disclosure.disclosure other than those already disclosed above.