FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.   20549

|[x]    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the fiscal year ended - December 31, 2001 
|------ | ------------------------------------------------------------------------------------------------------------------------
|       | OR                                                                                                                      
|       |                                                                                                                         
|[    ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934
For the transition period from

Commission file number 0-30414

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

|NEVADA(State or other jurisdiction of incorporation or organization) |  | 88-0225807(Employer Identification No.)
|-------------------------------------------------------------------- |  | ---------------------------------------

101 North Chestnut Street
Suite 307
Winston-Salem, North Carolina   27101
(Address of principal executive offices, including zip code.)

(360) 650-9100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock

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 past 90 days.

YES [  X  ]   NO [    ]   Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.   [    ]

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State Issuer's revenues for its most recent fiscal year.  December 31, 2001 - $364,328.

The aggregate market value of the voting stock held by non-affiliates on March 31, 2002 was $1,904,495.  There are approximately 19,044,946 shares of common voting stock of the Registrant held by non-affiliates.

Issuers involved in Bankruptcy Proceedings during the past Five Years. 
Not Applicable.

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:March 31, 2002 - 21,078,446 shares of Common Stock

Transitional Small Business Issuer Format         
YES [   ]   NO [ x ]

Forward Looking Statements

Except for the description of historical facts contained herein, this Form 10-KSB contains certain forward-looking statements concerning future applications of the technologies of the Company and the Company's proposed services and future prospects, that involve risks and uncertainties, including the possibility that the Company will: (i) be unable to commercialize services based on its technology, (ii) ever achieve profitable operations, or (iii) not receive additional financing as required to support future operations, as detailed herein and under"Item 6, Management's Discussion and Analysis or Plan of Operations" and from time to time in the Company's future filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements.













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PART I

ITEM 1.   BUSINESS.

Background

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.

Prior to April 1998, the Company was inactive.  In April 1998, the Company changed its business purpose to marketing and assembling 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 ALR whereby the Company would have the non-exclusive right to distribute certain products of ALR described below.

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 continued its jurisdiction under the laws of Canada on September 23, 1996 and to the state of Wyoming on July 31, 1998.

ALR owned one subsidiary corporation, Timely Devices, Inc. ("TDI").  TDI was founded in Edmonton, Alberta, Canada on July 27, 1994.  ALR owns 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. As a result of this sale, the Company is no longer using the technology that was used by its previously owned subsidiaries and does not have any assembly capability.  The Company now does its own marketing and has designed products based on new technology.  The manufacturing and assembling of these products has been contracted out

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."  Subsequently the symbol was changed to "ALRT."

Products

The Company has developed a line of medication compliance devices that will assist people with taking their medication on time ("Reminders").  The primary market is the human medication market but a secondary market exists for companion animals.

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Basic Model

The Company will be introducing its first Basic Human Reminder in the second quarter of 2002.  The reminder will be approximately 2 1/4" x 1 3/4" x 1/2".  It will be programmed by its user and can be programmed to remind up to 6 events daily. The programming is accomplished simply by depressing the single programming button on the face of the unit at the times the user would like a reminder. The same button is used to de-program and reprogram the unit. The reminder cue consists of both audio tone and visual cues. Features include: Loop for clip or ring, Speaker, LED, Button, Lock Out Switch, Carrying Case.

The Company is expected to introduce its Basic Personal Computer ("PC") Programmable Human Reminder in the third quarter of 2002.  This model offers the user the option of programming the unit for all desired reminder events at one time from a PC computer. Includes programming station, connecting cable and software on CD ROM. Software can also be downloaded from ALRT Website. Reminds the user daily at up to eight different programmed times per day. Features include: Loop for clip or ring, Speaker, LED, Button, Lock Out Switch, Carrying Case.

The Basic Human Reminder is also available in a Once-a-Day model.  It reminds the user once a day at the time programmed. Unit is programmed initially by pulling the tab at the time user would like daily reminder. Deprogramming and reprogramming is accomplished by using the single button on the face of the unit. The reminder cue consists of both audio tone and visual cues. Features include: Loop for clip or ring, Speaker, LED, Button, Lock Out Switch and easy programming Pull Tab.  This model is being offered to pharmaceutical manufacturers.

Pillbox Model

This model is expected to be available in the second half of 2002.  It features a reminder with a detachable pillbox.  The reminder with the pillbox attached will be 3 1/2" x 2 1/2" x 5/8".  This model will be available in both the single button programming 6 entries per day as well as PC programmable 8 entries per day model.  Features include: Speaker, LED, Button, Lock Out Switch.  The PC programmable model will also include programming station, connecting cable and software on CD ROM.

Vibrating Model

This model is expected to be available by the end of 2002.  The reminder will be 3 1/2" x 2 1/2" x 1/2".  This model will be available in both the single button programming 6 entries per day as well as PC programmable 8 entries per day model.  Features include: Speaker, LED, Button, Lock Out Switch, Vibrate Option Switch, Carrying Case.  The PC programmable model will also include programming station, connecting cable and software on CD ROM.

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Once-A-Week Reminder

This model reminds the user once a week at the day and time programmed. Liquid Crystal Display (LCD) provides a 7-day countdown until the next reminder event. Unit is programmed initially by pulling the tab at the day and time user would like reminder. Deprogramming and reprogramming is accomplished by using the single button on the face of the unit. The reminder cue consists of both audio tone and visual cues. Features include Magnetic Back, Speaker, LCD, Button, Lock Our Switch and easy programming Pull Tab.  This model is being offered to pharmaceutical manufacturers.

Pet RemindersJ

A new basic 30-Day Pet Reminders with replaceable batteries, designed for its user for use in conjunction with monthly companion animal medication, is expected to be available in the second half of 2002.

Another model which reminds the user once every 30 days at the day and time programmed is also available. Liquid Crystal Display (LCD) provides a 30-day countdown until the next reminder event. Unit is programmed initially by pulling the tab at the day and time user would like reminder. Deprogramming and reprogramming is accomplished by using the single button on the face of the unit. The reminder cue consists of both audio tone and visual cues. Features include Magnetic Back, Speaker, LCD, Button, Lock Our Switch and easy programming Pull Tab.  This model is also being offered to pharmaceutical manufacturers.

A daily Pet ReminderJ which is programmed by its user and can be programmed to remind up to 6 events daily is also available. The programming is accomplished simply by depressing the single programming button on the face of the unit at the times the user would like a reminder. The same button is used to de-program and reprogram the unit. The reminder cue consists of both audio tone and visual cues. Features include: Speaker, LED, Button, Lock Out Switch.  This model is also being offered to pharmaceutical manufacturers.

Benefits of Medication Reminders

The Company believes that a medication reminder benefits patients by alerting them to take medication at a prescribed time thereby improving the effectiveness of the medication and reducing medication non-compliance.  Medication non-compliance often results in further treatment complications which can become more expensive than simple medication therapy.

Marketing Strategy

The Management is currently focusing its efforts to introduce a line of medication reminders developed by the Company for the human market.  The Reminders will be marketed and sold directly to retail pharmacy chains, health management organizations, contract research organizations, pharmaceutical manufacturers and through distribution companies for resale to independent pharmacies.  The Company intends to target customers located in the United States and Canada because North America is the largest single pharmaceutical market in the world.

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Starting in the second quarter of 2002, the Company will introduce its basic medication reminders on a region by region basis.  The launch will start in the Carolinas.

While the Company has written down the value of its remaining Pet ReminderJ inventory, it is continuing to offer the 30-day Pet ReminderJ through its distributors who sell the Reminder exclusively to veterinary clinics and hospitals who will in turn sell the Pet ReminderJ to pet owners.  The Company has also started to distribute the Pet ReminderJ directly to retail chains.

Given the human and financial resources available to the Company, Management is focusing the marketing effort to distribute models with the widest appeal in the retail market.  Therefore, a number of developed products are currently offered exclusively to pharmaceutical manufacturers.

Manufacturing

The Company has entered into an agreement with Tandy Electronics (Far East) Ltd. ("Tandy"), a wholly owned subsidiary of RadioShack Corporation of Dallas Texas.  Tandy will procure all materials and manufacture the Company's products in its plant located in the Gu Tang Au Industrial District, Hui Zhou, China.  The agreement is not exclusive and Reminders could be manufactured by other contract manufacturers.

Patents and Trademarks

The Company has applied for the following trademarks and design patents:

| | * | Trademark Application Serial Number 76/114997 Filed Aug. 21, 2000.  Intent to Use Application covering the mark ALRT used with a programmable electronic reminder for administration of Scheduled Medications.                                 
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Trademark Application Serial Number 76/114998 Filed Aug. 21, 2000.  Intent to Use Application covering the mark Pet Reminder used with a programmable electronic reminder for administration of Scheduled Veterinary Medications or Treatments.
| | * | Trademark Application Serial Number 76/148174 Filed Oct. 16, 2000.  Intent to Use Application covering the Animal Paw Design.                                                                                                                  
| | * | Trademark Application Serial Number 76/148171 Filed Oct. 16, 2000.  Intent to Use Application covering the Dogbone Design.                                                                                                                     
| | * | Trademark Application Serial Number 76/148170 Filed Oct. 16, 2000.  Intent to Use Application covering the Heart Design.                                                                                                                       
| | * | Design Patent Application Serial Number 29/131,217 Filed Oct. 16, 2000 for the ornamental design of a medication alert device in the shape of a stylized paw.                                                                                  
| | * | Design Patent Application Serial Number 29/131,170 Filed Oct. 16, 2000 for the ornamental design of a medication alert device in the shape of a dogbone.                                                                                       
| | * | Design Patent Application Serial Number 29/131,203 Filed Oct. 16, 2000 for the ornamental design of a medication alert device in the shape of a heart.                                                                                         

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Product Research

The Company is continuing its product research and development effort to improve its products as well as to adapt the products as reminder devices for use in areas other than medication compliance.

The Company is adding to the features of its PC programmable Reminders.  For the Pillbox and Vibrating Option models, new products with an 8-characters alphanumeric LCD display will be offered in 2003.  This will allow the user to program in names of up to four medications that will be displayed in the LCD when the Reminder is in an alarm mode.

Another Reminder is under development to play a musical tune instead of the audio "beeps" when the Reminder is in an alarm mode.

The Company will continue to advance its development of "On Screen" programming for the Reminders.  This Reminder product would be programmed based on signals emitted from a computer display screen without the need for a programming station and connecting cables.

While the Company believes the foregoing events will occur as described above, there is no assurance that the timetable for the programming methods will be available as indicated.

The Company spent $41,393 for the year ended December 31, 2001 on product research and development as compared with $145,622 for the year ended December 31, 2000.  The Company plans to spend $100,000 on product research and development in the next fiscal year.

Self-Programmable

The Company has completed the self-programmable human Reminder and this product will be available to customers in the second quarter of 2002. It can be programmed to alarm up to six events daily.

Serial Programming

This method of programming the Reminder makes use of software running on a personal computer to send the alarm times through the computer's serial port to a simplified programmer. It differs from the self-programmable Reminder in that it will require a health care provider to program it.  The Company has completed the development of this product and it will be available to customers in the second half of 2002.



While the Company believes the foregoing events will occur as described above, there is no assurance that the timetable for the programming methods will be available as indicated.

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Competition

The Company competes with other corporations that produce medication compliance devices, some of whom have greater financial, marketing and other resources than the Company.

The principal methods of competition are patient information strategies and compliance packaging.  The Company believes that the approximate number of competitors is six, but the Company does not have any information to estimate its share of the market.  The competing medication devices are information pamphlets, compliance packaging, and other forms of devices.  The devices include clocks, labels, organization systems and pagers.



There are several companies that have established web sites to sell medication compliance devices.

Employees

The Company presently employs seven persons, five of whom are officers of the Company.  The Company intends to hire additional employees on an as-needed basis.

Risk Factors.

1.  Limited History of Operations and Reliance on Expertise of Certain Persons.  The Company has a limited history of operations. The management of the Company and the growth of the Company's business depends on certain key individuals who may not be easily replaced if they should leave the Company.

2.  Market Acceptance.  The Company's success and growth will depend upon the Company's ability to market its existing products.  The Company's success may depend in part upon the market's acceptance of, and the Company's ability to deliver and support its products. See"Business - Products."

3.  Liquidity; Need for Additional Financing; Going Concern Comments.  The Company believes that it will need additional cash during the next twelve months to finance operations and to repay $2,000,000 of debt due on demand and $1,010,000 of debt due  in fiscal 2002.  Assuming the Company has no sales and is unable to sell any securities or arrange additional debt financing, the Company believes that it can continue operations through to the end of the second quarter of fiscal 2002.  If the Company is unable to generate a positive cash flow before its cash is depleted, it will be required to curtail operations substantially, and seek additional capital.  There is no assurance that the Company will be able to obtain additional capital if required, if capital is available, or to obtain it on terms favorable to the Company. The Auditors' report on our consolidated financial statements for the year ended December 31, 2001 includes additional comments that indicate that the Company has suffered recurring losses,  negative cash flow from operations and has a net capital deficiency at December 31, 2001, which raises substantial doubt about our ability to continue as a going concern.

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4. Technology Risk.  The Company and its competitors utilize different applications of known technology.  Should a competitor develop a technological breakthrough that cannot be adapted to the Company's systems or develop a more effective application of existing technology, the Company's products would be at risk of becoming obsolete.

5. Competition. Some of the Company's competitors may have substantially greater financial, technical and marketing resources than the Company.  In addition, the Company's products compete indirectly with numerous other products.   The Company's products compete with clocks, pagers, labels and information systems, all of which, indirectly, remind a person to take his medication.  As the markets for the Company's products expand, the Company expects that additional competition will emerge and that existing competitors may commit more resources to those markets.

6.  Product Defects. In the event any of the Company's products prove defective, the Company may be required to redesign or recall products.  While the Company has not had a recall to date, a redesign or recall could cause the Company to incur significant expenses, disrupt sales and adversely affect the reputation of the Company and its products, any one or a combination of which could have a material adverse affect on the Company's financial performance.

7.  Product Reliability.  The Company's products have not been in service for a sufficient time to determine their reliability.  The Company has not conducted any independent tests of its products.  Failure of a substantial number of the Company's products would result in severe damage to the Company's reputation.

8.  Patents and Trademarks.  The Company has applied for certain patents and trademarks.  While the Company believes that patent rights are important and will protect the Company's proprietary rights in the patented technologies, there can be no assurance that any future patent application will ultimately mature as an issued patent, or that any present or future patents of the Company will prove valid or provide meaningful protection from competitors.  See"Business - Patents and Trademarks."

9.  Reliance Upon Directors and Officers.  The Company is wholly dependent, at the present, upon the personal efforts and abilities of its officers and directors.  See"Business" and"Management."

10.  Issuance of Additional Shares.Approximately 53,921,554 shares of Common Stock or 71.9% of the 75,000,000 authorized shares of Common Stock of the Company are unissued.  The Board of Directors has the power to issue such shares, subject to shareholder approval, in some instances.  Although the Company presently has no commitments, contracts or intentions to issue any additional shares to other persons, other than in the exercise of options and warrants, the Company may in the future attempt to issue shares to acquire products, equipment or properties, or for other corporate purposes.  Any additional issuance by the Company, from its authorized but unissued shares, would have the effect of diluting the interest of existing shareholders.

11.  Indemnification of Officers and Directors for Securities Liabilities. The Company's Bylaws provide that the Company will indemnify any Director, Officer, agent and/or employee as to those liabilities and on those terms and conditions as are specified in laws of the state of Nevada.  Further, the Company may purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.  The foregoing could result in substantial expenditures by the Company and prevent any recovery from such Officers, Directors, agents and employees for losses incurred by the Company as a result of their actions.  Further, the Company has been advised that in the opinion of the Securities and Exchange Commission, indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

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12.  Cumulative Voting, Preemptive Rights and Control.  There are no preemptive rights in connection with the Company's Common Stock.  Shareholders may be further diluted in their percentage ownership of the Company in the event additional shares are issued by the Company in the future. Cumulative voting in the election of Directors is not provided for.  Accordingly, the holders of a majority of the shares of Common Stock, present in person or by proxy, will be able to elect all of the Company's Board of Directors.



13.  No Dividends Anticipated.  At the present time the Company does not anticipate paying dividends, cash or otherwise, on its Common Stock in the foreseeable future.  Future dividends will depend on earnings, if any, of the Company, its financial requirements and other factors.

14.  Penny Stock - Additional Sales Practice Requirements.  The Company's common stock is covered by a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to sell their shares in the secondary market.

ITEM 2.   DESCRIPTION OF PROPERTIES.

The Company does not currently own any real property. The Company's corporate offices are located at 1201 Cornwall Ave, Suite 212, Bellingham, Washington 98225, telephone (360) 650-9100.  The Company leases 167 square feet of office space from Cornwall Plaza, LLC pursuant to a written lease.  The term of the lease is one year and the monthly rental payment is $160.  The lease commenced on July 1, 2001 and will expire on June 30, 2002.

ITEM 3.   LEGAL PROCEEDINGS.

There are no material legal proceedings to which the Company is subject to or which are anticipated or threatened.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the Shareholders during the fourth quarter of 2001.

PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

The Company's Common Stock was quoted on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol"ALRT."  Summary trading by quarter for the 2000 and 1999 fiscal years are as follows:

|Fiscal Quarter | High Bid [1] | Low Bid [1]
|-------------- | ------------ | -----------

|2001                                                      |                       
|--------------------------------------------------------- | ----------------------
|Fourth Quarter
Third Quarter
Second Quarter
First Quarter | 0.14
0.16
0.28
0.30   
|2000                                                      |                       
|Fourth Quarter
Third Quarter
Second Quarter
First Quarter | 0.21
0.26
0.29
0.40625

[1]   These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

At December 31, 2001, there were 21,078,446 common shares of the Company issued and outstanding.

At December 31, 2001, there were 61 holders of record including common shares held by brokerage clearing houses, depositories or otherwise in unregistered form.  The beneficial owners of such shares are not known by the Company.

No cash dividends have been declared by the Company nor are 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.

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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS.

The Company introduced the Pet Reminder J and product was shipped to the Company's distributors in the United States in January 2001.  Our efforts to market the Pet Reminders J have met with limited success through veterinarian clinics.  We are currently redirecting our sales effort through retail channels.  Success is not assured and therefore we are adopting a conservative accounting policy to write off the value of the inventory.

We are redirecting our focus to the introduction of the Human Medication Reminders.  The first of model will be introduced in June 2002 in a regional rollout beginning in the Carolinas.  This will be followed by rollout in other regions of the United States.  Other models will also be introduced in a region by region basis.

Results of Operations - January 1, 2000 through December 31, 2001.

The Company did not have sufficient sales for the 2001 and 2000 fiscal years to cover overhead and realize the lowest production costs.

For the Period January 1, 2001 through December 31, 2001

Sales for the year ended December 31, 2001 were $364,328 and cost of goods sold were $194,320 as compared to $182,006 and $111,994, respectively for the year ended December 31, 2000.  In addition, the Company recorded a loss on writedown of inventories for the year ended December 31, 2001 of $1,328,313.  This resulted in a gross margin for fiscal 2001 of $(1,158,305) as compared with $70,012 for the fiscal year ended December 31, 2000.  Sales increased in fiscal 2001 with the introduction of the Pet Reminder J in January, 2001.  Sales of the Pet ReminderJ were lower than the Company anticipated and while it intends to continue to market this product, the Company is uncertain as to the extent and value of any future sales and therefore has written down the remaining inventories and related production deposits to their estimated net realizable value of $nil.

Product development costs decreased to $41,393 in the most recent fiscal year versus $145,622 for the year ended December 31, 2000.  This decrease relates primarily to the inclusion of  $107,000 related to options committed to be issued for product development services in fiscal 2000 as compared to $7,000 in fiscal 2001.

Interest expense was up to $869,014 for the year ended December 31, 2001 as compared with $471,180 for the year ended December 31, 2000 as the Company relied on increased debt financing in the year to cover operating costs.  Included in the total reported interest is a non-cash amount of $550,333 related the amortization of the discount related to stock options and warrants committed to be issued in consideration for promissory notes, up from $393,667 for the year ended December 31, 2000.

The Company incurred Professional fees of $125,466 for the year ended December 31, 2001 as compared with $99,913 for the year ended December 31, 2000.  Fees were higher in the current year due to the increased level of activity in the Company.

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Rent was down slightly in fiscal 2001 to $39,411 from $50,250 for the year ended December 31, 2000 as a result of a reduction in the size of its Bellingham, WA office space.

The selling, general and administrative expenses were $1,444,384 for the year ended December 31, 2000 as compared to $1,873,365 for the year ended December 31, 2000.  These totals include $404,800 (December 31, 2000 - $1,051,500) for a non-cash amount related to the value of stock options committed to be issued for selling, general and administrative services in the year.  The increase in cash amounts from $821,865 to $1,032,584 relates primarily to the increase in sales staff and other costs of marketing.

The loss of $3,681,189 for the year ended December 31, 2001 was up from a loss of $2,413,318 for the year ended December 31, 2000.  The increase in the net loss is primarily due to the writedown of inventory in the amount of $1,328,313.

There were only nominal accounts receivable at December 31, 2001.

Inventories decreased to $nil at December 31, 2001 from $267,183 at December 31, 2000 as the Company wrote down its Pet ReminderJ inventories to their estimated net realizable value of $nil at fiscal year end.

Prepaids, expenses and deposits were $35,235 at December 31, 2001 as compared to $210,995 at December 31, 2000.  This decrease was primarily attributable to production deposits held by Tandy Electronics (Far East) Ltd. at December 31, 2000.

Accounts payable and accrued liabilities increased to $1,161,812 at December 31, 2001 from $733,527 at December 31, 2000 as the Company was unable to generate sufficient cash flows in order to cover all its operating overheads.

Other debt financing increased to $3,406,579 at December 31, 2001 from $1,508,657 at December 31, 2000 as the Company was able to obtain debt financing from several sources in order to continue operating and provide funds for product development.

For the Period January 1, 2000 through December 31, 2000

Sales for the year ended December 31, 2000 were $182,006 and cost of goods sold were $111,994 as compared to $458,618 and $388,903, respectively for the year ended December 31, 1999.  Gross margin for fiscal 2000 was $70,012 as compared with $(19,570) for the fiscal year ended December 31, 1999.  Sales declined in fiscal 2000 as the Company phased out sales of its pharmacist programmable reminder to focus its efforts on the development of self-programmable reminders.

Product development costs increased to $145,622 in the most recent fiscal year versus $61,318 for the year ended December 31, 1999.  This increase relates primarily to the development of the Pet ReminderJ  and includes $107,000 related to options committed to be issued for product development services.

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Interest expense was up to $471,180 for the year ended December 31, 2000 as compared with $23,005 for the year ended December 31, 1999 as the Company relied on increased debt financing in the year to cover operating costs.  Included in the total reported interest is a non-cash amount of $393,667 related the amortization of the discount related to stock options and warrants committed to be issued in consideration for promissory notes.

The Company incurred Professional fees of $99,913 for the year ended December 31, 2000 as compared with $471,772 for the year ended December 31, 1999.  Fees were significantly higher in the prior year due to expenses related to the acquisition of ALR by ALRT and becoming a SEC registrant company.

Rent was down slightly in fiscal 2000 to $50,250 from $60,562 for the year ended December 31, 1999.  During the year the Company relocated its head office from Redmond, WA to Bellingham, WA.

The selling, general and administrative expenses were $1,873,365 for the year ended December 31, 2000 as compared to $483,188 for the year ended December 31, 1999.  Of the total increase of $1,390,177 over the prior year, $1,051,500 is a non-cash amount related to the value of stock options committed to be issued for selling, general and administrative services in the year.  The balance of the increase relates primarily to the retention of a full-time CEO, President and CFO.

The Company reported a gain on sale of subsidiaries in fiscal 2000 of $167,038.  This related to the sale of 100% of the Company's interest in A Little Reminder (ALR) Inc. and its wholly-owned subsidiary, Timely Devices Inc.

The loss of $2,413,318 for the year ended December 31, 2000 was up from a loss of $1,141,965 for the year ended December 31, 1999.  The increase in the net loss is due to non-cash charges of $1,552,167 related to the compensation cost of options issued for services and financing cost of options and warrants issued in consideration for promissory notes.

There were no accounts receivable at December 31, 2000 as the Company had did not begin sales of the new the Pet ReminderJ until January 2001.

Inventories increased to $267,183 at December 31, 2000 from $106,644 at December 31, 1999 as the Company begin to build inventory of its new product for the January 2001 product launch.

Prepaids, expenses and deposits were $210,995 at December 31, 2000 as compared to $61,858 at December 31, 1999.  This increase was primarily attributable to production deposits held by Tandy Electronics (Far East) Ltd. at December 31, 2000.

Accounts payable and accrued liabilities increased to $733,527 at December 31, 2000 from $509,715 at December 31, 2000 as the Company was unable to generate sufficient cash flows in order to cover all its operating overheads.

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Other debt financing increased to $1,508,657 at December 31, 2000 from $685,637 at December 31, 1999 as the Company was able to obtain debt financing from several related parties in order to continue operating and provide funds for product development and in order to finance the build up of inventory for the January 2001 product launch of the Pet ReminderJ.

Liquidity and Capital Resources.

Cash Balances

At December 31, 2001, the Company's cash balance was $65,705 compared to $3,105 at December 31, 2000.

Short and Long Term Liquidity

With respect to the Company's short-term liquidity, the Company's"current ratio" (current assets divided by current liabilities) as of December 31, 2001 was 0.02 compared to 0.33 as of December 31, 2000.  The greater the current ratio, the greater the short-term liquidity of the Company.

In January 2001, the Company arranged a $2,000,000 loan from Christine Kan, wife of Sidney Chan, Chief Executive Officer and a Director of the Company.  Proceeds were used in part to pay off existing liabilities with the balance being put toward working capital.

The Company obtained additional debt financing totaling $260,000 in the balance of fiscal 2001 that was used for working capital.

The Company plans additional debt financing in the short run and has raised $700,000 subsequent to December 31, 2001.  Part of these proceeds were used to retire existing debt totaling $110,000 with the balance being put toward working capital.

A significant portion of the Company's debt financing is either due on demand or has a maturity date of less than one year.  The Company will seek to obtain creditor's consent to delay repayment of these loans 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.  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.

Cash Used in Operating Activities

Cash used by the Company in operating activities during the year ended December 31, 2001 totaled $1,845,864. The Company incurred a net loss of $3,681,189 for the year ended December 31, 2001 as compared to a loss of $2,413,318 for the year ended December 31, 2000.  Cash used by the Company in operating activities during the year ended December 31, 2000 totaled $586,831.

-16-

---

Cash Proceeds from Financing Activities

During the year ended December 31, 2001, the Company arranged $2,260,000 in debt financing.  $350,078 of the proceeds from these financings was used to enable the Company to repay existing debt.

During the year ended December 31, 2000, the Company arranged $1,100,000 in debt financing.  $138,178 of the proceeds from these financings was used to enable the Company to repurchase 11,000,000 of its common shares for cancellation.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

|INDEPENDENT AUDITORS' REPORT

Consolidated Balance Sheets 
Consolidated Statements of Loss 
Consolidated Statement of Shareholders' Deficiency and Comprehensive Loss  
Consolidated Statements of Cash Flows

NOTES TO THE FINANCIAL STATEMENTS | F-1

F-2
F-3
F-4
F-5F-6
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------













-16-

---

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of 
ALR Technologies Inc.

We have audited the accompanying consolidated balance sheets of ALR Technologies Inc. and subsidiaries as at December31,2001 and 2000 and the related consolidated statements of loss, shareholders' deficiency and comprehensive loss, and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2001 and 2000 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in note 1 to the financial statements, the Company has suffered recurring losses, negative cash flows from operations and has a net capital deficiency, which raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regards to these matters are also described in note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Signed "KPMG LLP"Kelowna, Canada
March 21, 2002.

F-1

-17-

---

|ALR TECHNOLOGIES INC.Consolidated Balance Sheets
$United States

December 31, 2001 and 2000                                          
|-------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                     
|                                                                                                                                     
|Assets                                                                                                                               
|Current assets:                                                                                                                      
|Cash                                                                                                                                 
|Accounts receivable, net of allowance of $nil (2000 - $nil)                                                                          
|Inventories (note 9)                                                                                                                 
|Prepaid expenses, deposits and advances                                                                                              
|                                                                                                                                     
|Fixed assets (note 4)                                                                                                                
|                                                                                                                                     
|                                                                                                                                     
|Liabilities and Shareholders' Deficiency                                                                                             
|Current liabilities:                                                                                                                 
|Accounts payable and accrued liabilities                                                                                             
|Current portion of long term debt                                                                                                    
|                                                                                                                                     
|                                                                                                                                     
|Long term debt (note 5)                                                                                                              
|Shareholders' deficiency:                                                                                                            
|Capital stock
75,000,000 common shares with a par value of $0.001 per share authorized, 21,078,446 issued (2000  - 21,078,446 issued)
|Additional paid-in capital                                                                                                           
|Deficit                                                                                                                              
|Accumulated other comprehensive income:                                                                                              
|Cumulative translation adjustment                                                                                                    
|                                                                                                                                     
|Basis of presentation (note 1)                                                                                                       
|Commitments (note 6)                                                                                                                 
|Related party transactions (note 7)                                                                                                  
|Subsequent events (note 8)                                                                                                           
|                                                                                                                                     

See accompanying notes to consolidated financial statements

On behalf of the Board:

Sidney Chan
Director

Stanley Cruitt 
Director

F-2

-18-

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|ALR TECHNOLOGIES INC.Consolidated Statements of Loss
$United States

Years ended December 31, 2001 and 2000
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Sales                                                                                                      
|Cost of sales                                                                                              
|Cost of goods sold                                                                                         
|Loss on write-down of inventories (note 9)                                                                 
|                                                                                                           
|                                                                                                           
|Operating expenses                                                                                         
|Depreciation                                                                                               
|Development costs                                                                                          
|Foreign exchange loss                                                                                      
|Interest                                                                                                   
|Loss on disposal or write-down of fixed assets                                                             
|Professional fees                                                                                          
|Rent                                                                                                       
|Selling, general and administrative                                                                        
|                                                                                                           
|Loss before gain on disposal of subsidiaries                                                               
|Gain on disposal of subsidiaries (note 3)                                                                  
|Loss                                                                                                       
|Loss per share, basic and diluted                                                                          
|Weighted average shares outstanding                                                                        

See accompanying notes to consolidated financial statements

F-3

-19-

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|ALR TECHNOLOGIES INC.Consolidated Statement of Shareholders' Deficiency and Comprehensive Loss
$United States

Years ended December 31, 2001 and 2000
|-----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Balance, December 31, 1999                                                                                                                           
|                                                                                                                                                     
|Common shares acquired and retired                                                                                                                   
|                                                                                                                                                     
|Compensation cost of stock options issued for services                                                                                               
|                                                                                                                                                     
|Financing cost of stock options and warrants issued in consideration for promissory notes                                                            
|                                                                                                                                                     
|Comprehensive income (loss):                                                                                                                         
|Loss                                                                                                                                                 
|Foreign currency translation adjustment (note 2(b))                                                                                                  
|Comprehensive loss                                                                                                                                   
|Balance, December 31, 2000                                                                                                                           
|                                                                                                                                                     
|Compensation cost of stock options issued for services                                                                                               
|                                                                                                                                                     
|Financing cost of stock options and warrants issued in consideration for promissory notes                                                            
|                                                                                                                                                     
|Comprehensive income (loss):                                                                                                                         
|Loss                                                                                                                                                 
|Balance, December 31, 2001                                                                                                                           

See accompanying notes to consolidated financial statements

F-4

-20-

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|ALR TECHNOLOGIES INC. Consolidated Statements of Cash Flows
$United States

Years ended December 31, 2001 and 2000
|------------------------------------------------------------------------------------------------------------------
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Cash flows from operating activities (note 10):                                                                   
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Cash flows from financing activities:                                                                             
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Cash flows from investing activities:                                                                             
|                                                                                                                  
|                                                                                                                  
|Effects of exchange rate changes on cash                                                                          
|Decrease in cash                                                                                                  
|                                                                                                                  
|Cash, beginning of year                                                                                           
|Cash, end of year                                                                                                 
|                                                                                                                  
|Non-cash financing and investing activities:                                                                      
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  

See accompanying notes to consolidated financial statements.

F-5

-21-

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|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements
$United States
Years ended December 31, 2001 and 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, A Little Reminder (ALR) Inc. ("ALR Inc.") and Timely Devices Inc. ("TDI"), prior to their disposal on July 31, 2000.  All significant intercompany transactions have been eliminated on consolidation.

Effective July 31, 2000, the Company disposed of its interests in ALR Inc. and TDI.  Consequently, the consolidated statements of loss, shareholders' deficiency and comprehensive loss and cash flows reflect the operations and cash flows of ALR Inc. and TDI from January 1, 2000 to July 31, 2000 combined with those of the Company for the year ended December 31, 2000.

F-6

-22-

---

|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                      
|The Company's functional currency is the United States dollar.  Transactions in foreign currencies are translated into United States dollars at the rates in effect on the transaction dates.  Exchange gains or losses arising on translation or settlement of foreign currency monetary items are included in the statement of loss.
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                      

F-7

-23-

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|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                  
|2.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  

F-8

-24-

---

|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  

F-9

-25-

---

|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|3.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|Sales                                                                                                                             
|Cost of sales                                                                                                                     
|                                                                                                                                  
|Operating expenses                                                                                                                

F-10

-26-

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|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States
|------------------------------------------------------------------------------------------
|4.                                                                                        
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          

F-11

-27-

---

|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|5.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  

F-12

-28-

---

|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|6.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  

F-13

-29-

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|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|6.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  

F-14

-30-

---

|ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements (continued)
$United States
Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                  
|6.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  

F-15

-31-

---

|ALR TECHNOLOGIES INC.
Notes to Consolidated Financial Statements (continued)
$United States
Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|7.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|8.                                                                                                                                
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|9.                                                                                                                                
|                                                                                                                                  

F-16

-32-

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|ALR TECHNOLOGIES INC.Notes to Consolidated Financial Statements (continued)
$United States

Years ended December 31, 2001 and 2000
|----------------------------------------------------------------------------------------------------------------------------------
|10.                                                                                                                               
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  
|                                                                                                                                  













F-17

-33-

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ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no changes of Accountants during the two most recent fiscal years.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The name, age and position held by each of the directors and officers of the Company are as follows:



|Name

Sidney Chan
Stanley Cruitt
Robert Frattaroli
Albert Honsch, Jr.
Dr. Jaroslav Tichy | Age

51
52
60
53
61 | Position Held

Chief Executive Officer and member of the Board of Directors
President and member of the Board of Directors
Executive Vice President
Executive Vice President 
Vice President, Technology
|---------------------------------------------------------------------------------------- | ------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 Bylaws of the Company.  All officers have a term of office lasting until their removal or replacement by the board of directors.

Sidney Chan - Chief Executive Officer and a member of the Board of Directors of the Company.

Since April 4, 2000, Mr. Chan has been the Chief Executive Officer of the Company and the Secretary/Treasurer since April 30, 2001.  From December 14, 1999 to April 4, 2000, Mr. Chan was the President of the Company.  Since December 14, 1999, Mr. Chan has been a member of the Board of Directors of the Company.  Since 1986, Mr. Chan has been the President of Knight's Financial Limited, a company based in Vancouver, British Columbia.

Stanley Cruitt - President and a member of the Board of Directors of the Company.

Since April 4, 2000, Mr. Cruitt has been President of the Company.  Since December 1, 2000, Mr. Cruitt has been a member of the Board of Directors.  From 1995 through to March, 2000, Mr. Cruitt was Director of Marketing Services and a member of the management team for Novartis Animal Health (formerly Ciba) and since December 1999, President of Horizon Marketing and Research Inc..

-34-

---

Robert Frattaroli - Executive Vice President

Since June 30, 2001, Mr. Frattaroli has been Executive Vice President of the Company and Head of the Human Pharmaceutical Division.  Since 1998, Mr. Frattaroli has been President of RJF Management Resource Associates, LLP.  From 1995 through 1998, Mr. Frattaroli was President of Pharmaceutical Marketing Services Inc.

Albert Honsch, Jr. - Executive Vice President

Since December 1, 2000, Mr. Honsch has been Executive Vice President of the Company and Head of the Veterinary and Pet Division. From 1997 through 2000, Mr. Honsch was Senior Vice President Sales and Marketing for National Logistics Services.  From 1981 through 1997, Mr. Honsch worked for Novartis Animal Health (formerly Ciba) where he was appointed Vice President Sales, US in 1996.

Dr. Jaroslav V. Tichy - Vice President, Technology

Since December 1, 2000, Dr. Tichy has been Vice President, Technology of the Company.  From 1984 through 2000, Dr. Tichy was a Systems Design Specialist with Weir-Jones Engineering Consultants Ltd..  Since 1997, Dr. Tichy has been President and CEO of Silentronix Systems Inc.

Involvement in Certain Legal Proceedings

During the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company has been the subject matter of any legal proceedings, including bankruptcy, criminal proceedings, or civil proceedings.  Further, no legal proceedings are known to be contemplated by governmental authorities against any director, executive officer and person nominated to become a director.

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 2001, two of the Company's officers failed to file their Form 3 on a timely basis.

ITEM 10.  EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by the Company to the Chief Executive Officer and the other highest paid executive officers (the "Named Executive Officer") during the three most recent fiscal years.

-35-

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SUMMARY COMPENSATION TABLE

|                                        |                |                         | Long Term Compensation |                                 
|--------------------------------------- | -------------- | ----------------------- | ---------------------- | --------------------------------
|                                        |                | Annual Compensation     | Awards                 | Payouts                         
|(a)                                     | (b)            | (c)                     | (d)                    | (e)                             
|Name and Principal Position             | Year           | Salary ($)              | Bonus ($)              | Other Annual Compensation ($)[1]
|Sidney Chan [2]   CEO & Director        | 2001
2000
1999 | 144,000
144,000
136,050 | 0
150,000
0            | 9,600
0
0                       
|Stanley Cruitt [3]
President & Director | 2001
2000
1999 | 156,600
117,450
0       | 0
0
0                  | 9,600
0
0                       
|Albert Honsch, Jr. [4]
Vice President   | 2001
2000
1999 | 123,000
0
0             | 0
0
0                  | 9,600
0
0                       

[1]  Automobile allowance.

[2]  At December 31, 2001, salaries and other annual compensation for fiscal 2001 totaling $93,600 and the $150,000 bonus for fiscal 2000 remain unpaid and are included in accounts payable and accrued liabilities.

[3]  At December 31, 2001, salaries and other annual compensation for fiscal 2001 totaling $100,950 remain unpaid and are included in accounts payable and accrued liabilities.

[4]  At December 31, 2001, salaries and other annual compensation for fiscal 2001 totaling $71,500 remain unpaid and are included in accounts payable and accrued liabilities.

The Company has promised to give 2,000,000 stock options to Sidney Chan, Chief Executive Officer and a Director of the issue, 4,000,000 stock options to Stanley Cruitt, President and a Director of the issuer and 1,000,000 options to Albert Honsch, Jr., Executive Vice President of the issuer.  The exercise price of the options will be $0.25 per share and they will be exercisable for a period of five years.

The Company does not have a non-qualified incentive stock option plan.  In the future the Company intends to adopt such a plan to satisfy its contractual commitments to Messrs. Chan, Cruitt and Honsch.

The Company does not have any long-term incentive plans and accordingly no grants were made in the 2001 fiscal year.

The Company has entered into three year contracts with its named executive officers providing the following annual compensation.

-36-

---

|Sidney Chan 
Stanley Cruitt | $
$ | 144,000
156,600
|--------------------------- | --- | ---------------

The contracts 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 1.0% of net sales during the term of the agreement as well as a bonus payment on commencement of commercial production of the Pet Reminder.  Mr. Chan will also be entitled to 2,000,000 options with a five year term exercisable at $0.25.  In addition, if more than 50% of the Company's stock or assets are sold, Mr. Chan will be compensated for entering into a non-compete agreement based on the selling price of the Company or its assets as follows:

Sales Price

|From$                0
$25,000,000
$50,000,000
over or equal to | To
$  24,999,999
$  49,999,999
$199,999,999
$200,000,000 | Participation
2% plus
3% plus
4% plus
5%
|--------------------------------------------------------------- | -------------------------------------------------------- | ----------------------------------------

The terms of Mr. Cruitt's contract also provides for a commission of 1.0% of net sales during the term of the agreement.  Mr. Cruitt will also be entitled to 4,000,000 options with a five year term exercisable at $0.25.  2,000,000 options will vest immediately while the remaining options will vest on the basis of 200,000 options for each 1,000,000 Medication Reminders sold or upon the sale of 50% or more of the Company's stock or assets.  In addition, if more than 50% of the Company's stock or assets are sold, Mr. Cruitt will be entitled to participate in a pool for management as compensation for entering into a non-compete agreement based on the selling price of the Company or its assets as follows:

Sales Price

|From

$                 0
$25,000,000
$50,000,000
over or equal to | To
$  24,999,999
$  49,999,999
$199,999,999
$200,000,000 | Participation
2% plus
3% plus
4% plus
5%
|------------------------------------------------------------------ | -------------------------------------------------------- | ----------------------------------------

Compensation of Directors.

There are no standard or other arrangements pursuant to which the Company's directors were compensated in their capacity as such during the 2001 fiscal year.

The Company's Board of Directors unanimously resolved that members receive no compensation for their services, however, they are reimbursed for travel expenses incurred in serving on the Board of Directors.

No additional amounts are payable to the members of the Company's Board of Directors for committee participation or special assignments.

-37-

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ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of December 31, 2001, 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.

|Name and Address of Beneficial Owner

Sidney Chan 
3062 S.W. Marine Dr.
Vancouver, B.C.

Stanley Cruitt 
525 Roslyn Road 
Winston-Salem N.C.

Albert Honsch, Jr.
2225 Mariners Ferry
Charleston, S.C.

All officers and 
Directors as a group. 
(5 persons) | Amount and Nature of Beneficial Owner

2,000,000[1]

0

0

2,000,000 | Position

Chief Executive Officer and a member of the Board of Director

President and a member of the Board of Directors

Executive Vice President | Percent of Class

9.49%

0.00%

0.00%

9.49%
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------

[1]   500,000 shares are held in the name of Sidney Chan, 500,000 shares are held in the name of Knight's Financial Limited, and 1,000,000 shares are owned by Christine Kan, Mr. Chan's wife.

The Company has promised to give 2,000,000 stock options to Sidney Chan, Chief Executive Officer and a Director of the Company as well as 2,000,000 stock options to Christine Kan, his wife.  The Company has also promised to give a total of 4,350,000 stock options to Stanley Cruitt, President and a Director of the issuer, 1,500,000 options to Ken Robulak, former Chief Financial Officer and a former Director of the issuer, 1,000,000 options to Bert Honsch, Executive Vice President of the issuer, 1,000,000 options to Robert Frattaroli, Executive Vice President of the issuer

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and 250,000 options to Jarek Tichy, Vice President, Technology of the issue. The exercise price of the options will be $0.25 per share and they will be exercisable for a period of five years.    In addition, the Company has committed to issue 12,000,000 warrants to Christine Kan in consideration of loans to the Company totaling $2,500,000.  These warrants are exercisable into common shares of the Company at $0.25 per share until December 31, 2005.

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On February 2, 2000, the Company closed a settlement agreement with a Director, Lorne Drever, a company controlled by that Director and several other parties, pursuant to which the Company acquired 11,000,000 of its own common shares for cancellation as well as the resignation of Lorne Drever as an officer and a director of the Company and its subsidiaries.  Total consideration paid by the Company pursuant to this agreement was CDN $200,000.  As a result of the transaction, the number of issued and outstanding shares of the Company was reduced to 21,078,446 common shares.  The purchase consideration was established through negotiation.  Of the total consideration, CDN $81,786.47 was made by offset against loans and advances previously made to Lorne Drever or a company controlled by Lorne Drever.  The balance of CDN $118,213.53 was paid from funds obtained through a loan from Christine Kan which bears interest at the US bank prime rate plus one percent.

On April 2, 2000, Greg Rae resigned as an Officer and Director of the Company.

On April 11, 2000, the Board of Directors authorized the Company to borrow up to $500,000 from Christine Kan, wife of Sidney Chan, the Chief Executive Officer and a Director of the Company.  The loans bear interest at US Prime Rate plus one percent and had maturity dates in the year 2000. The maturity dates have been extended several times and they are now due June 30, 2002.  The Company granted a General Security Agreement to secure the loans.  As additional consideration for the loan, Ms. Kan was promised warrants to purchase 8,000,000 shares of the Company's common stock at an exercise price of $0.25 per share expiring December 31, 2005.

On June 5, 2000, Stanley Cruitt, President and a Director of the Company loaned the Company $50,000.  The loan bears interest at US bank prime rate plus 1% and was originally due September 30, 2000.  The maturity date has been extended several times and it is now due June 30, 2002.

On July 31, 2000, the Company sold its shares in its subsidiary, A Little Reminder (ALR) Inc. to Mr. Marcus Da Silva for $1.  Mr. Da Silva is related to a member of the Company's Advisory Board and has done consulting work for the Company.  A Little Reminder (ALR) Inc. was an inactive company and its assets consisted primarily of its ownership of 100% of the issued and outstanding shares of Timely Devices Inc. ("TDI") and a note receivable from the Company in the amount of $450,000.  Management had previously closed the Edmonton manufacturing operation and office of TDI and the Company will contract out the manufacturing of future orders.

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On September 1, 2000, Stanley Cruitt, President and a Director of the Company loaned the Company $350,000.  The loan bears interest at one percent per month and is due August 31, 2002.  As additional consideration for the loan, Mr. Cruitt was promised options to purchase 350,000 shares of the Company's common stock at an exercise price of $0.25 per share expiring December 31, 2005.

On November 7, 2000, the Company entered into a settlement agreement with Greg Rae, a former officer and director of the Company.  Under the terms of the agreement with Mr. Rae, the Company paid Mr. Rae CDN$15,000.  Mr. Rae was also granted options to purchase 300,000 shares of the Company's common stock at an exercise price of $0.25 per share expiring November 1, 2001.   The Company also agreed to qualify Mr. Rae's options and underlying shares if the Company files a Form S-8 registration statement prior to November 1, 2001.  Finally, the Company will indemnify Mr. Rae against all claims made against him by anyone as a result of his acts as a Director of the Company.

On January 22, 2001, Christine Kan, wife of Sidney Chan, Chief Executive Officer and a Director of the Company loaned the Company $2,000,000.  The loan bears interest at one percent per month and is due on demand.  As additional consideration for the loan, Ms. Kan was promised warrants to purchase 4,000,000 shares of the Company's common stock at an exercise price of $0.25 per share expiring December 31, 2005.

On January 31, 2001, Kenneth Robulak resigned as an Officer and Director of the Company.

On February 9, 2001, the Company entered into a settlement agreement with Kenneth J. Robulak, a former officer and director of the Company.  Under the terms of the agreement with Mr. Robulak, the Company paid Mr. Robulak $75,000.  Mr. Robulak was also granted options to purchase 1,500,000 shares of the Company's common stock at an exercise price of $0.25 per share expiring January 31, 2006.   The Company also agreed to qualify Mr. Robulak's options and underlying shares if the Company files a Form S-8 registration statement prior to January 31, 2006.  Finally, the Company will indemnify Mr. Robulak against all claims made against him by anyone as a result of his acts as a Director of the Company.

PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

The Company filed no reports on Form 8-K during the three month period ended December 31, 2001.

Exhibits

The following documents are incorporated herein by reference from the Registrant's Form 10SB Registration Statement and all amendments thereto, which was filed with the Securities and Exchange Commission and all exhibits thereto.

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|Exhibit
Number                                                | Description                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1
3.2 
3.3
3.4
16.1
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8 | Initial Articles of Incorporation.
Bylaws
Articles of Amendment to the Articles of Incorporation. 
Articles of Amendment to the Articles of Incorporation. 
Letter of Mowbrey and Associates.
Distribution Agreement between the Company and ALR.
Pooling Agreement
Amended Pooling Agreement
Lock-Up Agreement
Termination Agreement with Michael Best. 
Termination Agreement with Norman van Roggen.
Assignment Agreement.
Distributorship Agreement.

The following documents are incorporated herein by reference from the Registrant's Form 8-K Current Report, which was filed with the Securities and Exchange Commission on February 16, 2000, and all exhibits thereto.

|99.9 | Settlement Agreement dated January 27, 2000, between the Company, 706166 Alberta Ltd., 745797 Alberta Ltd. Lorne Drever, Debbie MacNutt, Dean Drever, Sandra Ross and Sidney Chan.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following documents are incorporated herein by referencing from the Registrant's Form 10-KSB, which was filed with the Securities and Exchange Commission on April 17, 2001:

|10.1
99.10
99.11
99.12
99.13
99.14
99.15
99.16
99.17 | Project Agreement between the Company and Tandy Electronics.
Agreement to Provide Services between the Company and Horizon Marketing & Research, Inc.
Agreement to Provide Services between the Company and Dr. Jaroslav Tichy.
Agreement to Provide Services between the Company and Knight's Financial Limited. Regarding Ms. Christine Kan.
Agreement to Provide Services between the Company and Horizon Marketing & Research, Inc. regarding Mr. Sidney S. Chan.
Agreement to Provide Services between the Company and Bert Honsch.
Agreement to Provide Services between the Company and Kenneth Berkholtz. 
Agreement to Provide Services between the Company and Jim Cleary. 
Settlement agreement between ALR Technologies, Inc. and Ken Robulak.
|---------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following documents are incorporated herein:

|99.18 | Agreement to Provide Services between the Company and RJF Management Resource Associates, LLC.
|----- | ----------------------------------------------------------------------------------------------

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of April, 2002.

| | ALR TECHNOLOGIES, INC. (Registrant)
| | -----------------------------------
| |                                    
| | BY:                                

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.

|SIGNATURES

/s/ Sidney Chan
Sidney Chan

/s/ Stanley Cruitt
Stanley Cruitt | TITLE

Chief Executive Officer and a member of the Board of Directors
President and a Member of the Board of Directors | DATE

April 12, 2002

April 12, 2002
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