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FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549



|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended - December 31, 2005
|----- | ----------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                   
|      | 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 000-30414

ALR TECHNOLOGIES INC.



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

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

(336) 722-2254(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. [   ]

The Registrant is a Shell company.      Yes [   ]     No [X]

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State Issuer's revenues for its most recent fiscal year. December 31, 2005 - $318,991

The aggregate market value of the voting stock held by non-affiliates on May 17, 2006was $4,508,198 There are approximately 34,678,446 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: May 17, 2006- 76,078,446 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 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 reminder devices that will assist people with taking their medication on time and assist with other health management activities and treatments. The primary market is the healthcare industry but a secondary market exists for vision care and contact lens replacement reminders, reminders for vitamin, nutrition and weight management programs and reminders for medications for companion animals.





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Basic Model - ALRT Med Reminder

The Company introduced its Basic Human Reminder, the ALRT Med Reminder, in the third quarter of 2002 and inventory was available to fill orders in October of 2002. The reminder is compact, approximately 2 1/4" x 1 3/4" x 1/2". It is programmed by its user 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, programming button, lockout switch, early activation feature, carrying case and replaceable batteries.

ALRT Once-A-Day

This model is a once-a-day, very easy to use reminder for people who need only a single daily reminder. The unit is programmed initially by pulling the tab at the time user would like daily reminder. Deprogramming and reprogramming are accomplished by using the single button on the face of the unit. A LCD displays the time of day as well as a 24 hour countdown to the next reminder event. This product is available for drug companies to use for daily administered medication brand promotions. Other features include:

|- | The majority of medications are administered once-a-day        
|- | ---------------------------------------------------------------
|- | Reminds at the same time each day to take medications          
|- | No resetting; automatically alerts or alarms same time each day
|- | Designed from consumer input:                                  
|  | -                                                              
|  | -                                                              
|- | Easy to Use and Set by pulling tab                             
|- | Audio and visual cues                                          
|- | Missed alerts continue until acknowledged                      
|- | Digital clock                                                  
|- | Belt Clip                                                      
|- | Flip stand for setting on counter/shelf                        
|- | 12-Month Warranty                                              
|  | Replaceable batteries included                                 

ALRT Weekly

Many medications are now available for weekly administration. With most drugs historically being administered daily people often find it difficult to be compliant with weekly medications or treatments. The ALRT weekly reminder was developed in response to the needs for help with these medications. The primary features of the weekly reminder are: Reminds at the same time each week to take medications

|- | No resetting; automatically alerts or alarms same time each week
|- | ----------------------------------------------------------------
|- | Easy to Use and Set by pulling tab                              
|- | Display shows a 7-day countdown                                 
|- | Audio and visual cues                                           
|- | Missed alerts continue until acknowledged                       
|- | Digital clock                                                   
|- | Belt Clip                                                       
|- | Flip stand for setting on counter/shelf                         
|- | Replaceable batteries included                                  

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ALRT Contact Lens Replacement

This product is set very easily by the user by simply pulling a tab at the time of day they desire to be reminded - every 14 days or every 30 days respectively. This model includes a LCD screen that shows a countdown of the number of days until the next reminder event. The time of day can also be programmed for display on the LCD. Other features include flip stand for setting on counter or shelf, belt clip for carrying. Primary features of these products include:

|- | Reminds at the same time every two weeks or every 30 days respectively, to change contact lenses.
|- | -------------------------------------------------------------------------------------------------
|- | No resetting; automatically alarms same time every two weeks or every 30 days respectively       
|- | Easy to Use and Set by pulling tab                                                               
|- | Displays a 14-day countdown or 30 day countdown respectively                                     
|- | Audio and visual cues                                                                            
|- | Missed alerts continue until acknowledged                                                        
|- | Digital clock                                                                                    
|- | Belt Clip for carrying and flip stand for setting on counter/shelf                               
|- | 12-Month Warranty                                                                                
|- | Replaceable batteries included                                                                   

ALRT PC100

The Company introduced its ALRT Med Reminder PC100 in December 2002. This model offers the capability of programming the unit for all desired reminder events at one time from a PC computer by either the end user or by a healthcare professional and sent home with the patient. The product includes a programming cable and software on CD ROM. The software can also be downloaded from the ALRT website. The unit reminds the user up to eight different programmed times per day. Features include: loop for clip or ring, speaker, LED, programming button, early activation feature, carrying case, and replaceable batteries.

Since the introduction of the ALRT Med Reminder PC100, the Company has upgraded the programming software and is currently offering Version 1.5 for download from the Company's website. Amongst other new features, the latest software allows a user to choose English, French or Spanish as programming language.  This model has been discontinued and replaced by ALRT PC200

ALRT PC200

The is product is similar to the PC100 in that all reminder events can be programmed at a single time with a PC computer up to 8 daily reminder events. It includes additional features including a LCD screen that displays the time of day and a delayed activation switch that allows medical clinics, disease management companies or health insurance providers to set the reminder customized for their patients and mail or ship to them. The patient then activates the reminder by simply moving a switch. Other features include:

|- | Reminds patients to take medications and treatments - at the correct time of day
|- | --------------------------------------------------------------------------------
|- | Can be set at medical clinic and sent home with the patient                     
|- | Can be set at medical clinic or disease management firm and mailed to patient   
|- | Designed from consumer input:                                                   
|- | Easy to use                                                                     
|- | Convenient                                                                      
|- | PC programmable - takes only a few seconds to set                               
|- | All reminder events can be programmed at one time                               

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|- | Up to 8 reminders daily                                   
|- | ----------------------------------------------------------
|- | Missed alerts continue until acknowledged                 
|- | Includes programming software CD                          
|- | Automatically notified of software upgrades               
|- | USB and serial programming capability                     
|- | Digital Clock                                             
|- | Early activation option                                   
|- | Simple directions in English, French, Spanish             
|- | Belt clip for carrying                                    
|- | Flip stand for setting on counter/shelf                   
|- | 12-month warranty                                         
|- | Replaceable batteries included                            
|- | Compact - Convenient for carrying                         
|- | Dimensions 2 1/4 inch by 2 3/8 inch by 11/16 inch in depth

ALRT500

Development process is completed and commercial introduction is expected during the third quarter of 2006. This model is PC programmable and contains a LCD display that provides the added feature of not only reminding a person it is time to take medication but also displaying the actions/medications to take at the time of each reminder event. Additional memory will allow the Reminder to store the list medications used by the patient, an emergency contact list. The product users can also be subscribed to a home monitoring system that allows registered recipients to monitor compliance and the product saves compliance profile of the patient for up to 12 months. Other primary features include:

|- | PC programmable, easy to set, easy to use                                  
|- | ---------------------------------------------------------------------------
|- | Reminds with audio beeping sound and displays actions to take on LCD screen
|- | Reminder selection; daily, 48 hour, weekly, etc.                           
|- | Retains database of key contacts, phone numbers, medication details, etc.  
|- | Saves up to one year of compliance data                                    
|- | Language selection; English, French, Portuguese, Spanish                   
|- | Digital clock                                                              
|- | Serial and USB capable                                                     
|- | Clip for carrying on belt, and stand for setting on shelf or counter       
|- | 12-Month Warranty                                                          
|- | Low battery indicator; replaceable batteries included                      
|- | Dimensions: 3 11/16 inch by 2 3/8 inch by 11/16 inch in depth              

ALRT Home Monitoring System

This system is currently in pilot test and commercial introduction is planned for 3rd quarter 2006. In addition to the reminder capability in the ALRT500, this system will provide the additional capability that allows for the remote monitoring of reminder acknowledgments enabling a treatment center or other caregiver to intervene if it is deemed that the patient may not be taking their medications as prescribed. The Home Monitoring System will also allow a treatment center and other health care professionals to remotely change a patient's reminder timing and/or the actions/doses/medications to take at the time of each reminder event. This interactive system was designed and developed in response to the needs of patients with special and critical needs, such as organ transplant recipients, cancer patients, severe diabetics, HIV patients and more.



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|- | Reminds patient when to take medications                                                                
|- | --------------------------------------------------------------------------------------------------------
|- | Displays the medications or actions to take at the time of each reminder event                          
|- | Retains/saves up to one year of compliance data                                                         
|- | Easy to retrieve and determine patients' level of compliance                                            
|- | Insurance provider can base co-pay or insurance premium on level of compliance                          
|- | Improved compliance can result in hundreds or thousands of dollars in cost savings each                 
|  | Year per plan member                                                                                    
|- | Users of the ALRT500 can subscribe, or the insurance provider subscribes the user to the                
|  | monitoring service                                                                                      
|- | The ALRT500 retains up to one year of compliance data                                                   
|- | The insurance provider or caregiver can retrieve the data after set period of time to determine the plan
|  | members level of compliance; and can be checked every 6 months, ect.                                    
|- | Medication co-pays can be determined by the plan members' compliance grade;                             
|  | -                                                                                                       
|  | -                                                                                                       
|- | ALRT500 is PC programmable, easy to set, easy to use                                                    
|- | Can be set by plan member or by the insurance provider or disease management company and                
|- | Mailed to the plan member                                                                               

ALRT Nebulizer Monitoring System

ALR Tech has the first and only nebulizer compressor monitoring system in the world. This system enables physicians and caregivers to monitor the patients or caretakers use of the nebulizer; the time of day used and the duration of time used. This monitoring is especially important to the millions of people who suffer from COPD and have to take nebulized medications daily. The system consists of the ALRT500 connected to nebulizer models that include the connectivity and a transmission modem. ALR Tech has patents pending for this system. Primary benefits and features of this system include:

|- | Monitors use of nebulizer                                                          
|- | -----------------------------------------------------------------------------------
|  | -                                                                                  
|  | -                                                                                  
|  | -                                                                                  
|- | Alerts third parties when person is noncompliant                                   
|- | Makes compliance data available to others as directed                              
|- | Allows for timely intervention when needed                                         
|- | Connects to many types of nebulizer compressors                                    
|- | Reminds with audio beeping sound and displays actions to take on LCD screen        
|- | Data can be transmitted with the touch of a button                                 
|- | Up to three independent parties can receive compliance data                        
|- | Data available daily, weekly, monthly or quarterly                                 
|- | Alerts for noncompliance; in regard to either missed medications or not enough time
|  | with use of nebulizer                                                              
|- | Language selection; English, French,, Spanish                                      
|- | Digital clock                                                                      
|- | 12-Month Warranty                                                                  
|- | Low battery indicator; replaceable batteries included                              



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ALRT500 is modified to connect to a custom port at the nebulizer compressor switch. The port is very small and this system can be adapted to all types of nebulizers at minimal cost.

ALRT 48 Hour

With many medications now available for administration every 48 hours, ALR developed an administration compliance reminder product to help people adhere to this difficult to reminder administration regimen. In addition, a rolling 48 hour Reminder was developed at the request of a company requesting specific ingestible medication for ms patients. Primary features of this reminder product are:

|- | Reminds at the same time every 48 hours to take medications                                
|- | -------------------------------------------------------------------------------------------
|- | No resetting; automatically alerts or alarms same time every 48 hours                      
|- | Easy to Use and Set by pulling tab                                                         
|- | LCD Displays a 48-hour countdown                                                           
|- | Audio and visual cues                                                                      
|  | Missed alerts continue until acknowledged                                                  
|- | Digital clock                                                                              
|- | Belt Clip                                                                                  
|- | Flip stand for setting on counter/shelf                                                    
|- | 12-Month Warranty                                                                          
|- | Replaceable batteries included                                                             
|- | The insurance provider can retrieve the data after set period of time to determine the plan
|  | members level of compliance; and can be checked every 6 months, etc.                       

Pet Medication Reminder

A 30-Day Pet Reminder with replaceable batteries, designed for use in conjunction with monthly companion animal medication, has been available since December 2003.

Another model which reminds the user once every 30 days at the day and time programmed has been developed and manufacturing timing will be based on orders. 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, lockout switch and easy programming pull-tab.

Benefits of Disease Management and Healthcare  Reminders

The Company believes that medication reminders benefit patients by alerting them to take treatments or medications at a prescribed time thereby improving compliance which can enhance the likelihood of people receiving the intended benefits of the prescribed regimen.. If people do not receive the intended benefit of the disease or health management regimen they may not get well and it could lead to further complications. This not only compromises the health effect on patients but also can lead to substantially increased cost of providing healthcare. Industry data indicates 50% or more of people on medications do not take them as prescribed, and that this non-compliance contributes to 10% of hospitalizations and billions of dollars annually in excessive and preventable healthcare costs.





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Benefits of Compliance Monitoring

Monitoring compliance of disease management activities, treatments, medications, diagnostic tests, etc., allows for alerts to designated parties if the patient is noncompliant. This will then allow for intervention if the patient is deemed at risk. Currently, physicians and caregivers often do not detect noncompliance until the next medical appointment and more real-time intervention can result in substantial health benefits to the patient and significant cost savings to the health insurance provider. The ongoing monitoring of compliance data will also allow for evaluation of compliance behavior over time, resulting in behavior modification or education efforts when appropriate.

Business Development and Marketing Strategy

Management is focusing the majority of its efforts on introducing and marketing its line of medication compliance reminders and compliance monitoring systems for the human healthcare market. ALRT Med Reminders are being marketed and sold directly to disease management companies, health insurance providers, pharmaceutical manufacturers, retail pharmacy chains, contract research organizations, and through distribution companies for resale to independent pharmacies. The Company is first targeting customers located in United States because of the large market potential but will also be establishing selling operations/agreements for sales and distribution in Canada, Europe, Australia and selected countries in Asia and South America. Considerable focus is being placed on the respiratory market due to the large number of people suffering from COPD who may have need for the ALRT nebulizer compliance and monitoring system.

Selling Activities

The Company has signed contracts with leading consultants who are assisting in building the network of potential customer contacts.) and expects to sign agreements with additional consultants  in 2006. The consultants being targeted include leaders in the health insurance area, disease management , assisted living and home care. Agreements have been reached with three nebulizer manufacturers to produce nebulizer models containing the ALRT monitoring connectivity. An agreement with specialty marketing company serving the respiratory market was completed that will provide access to the major respiratory marketing and provider companies. The major home care networks are being targeted by the marketing company and the nebulizer manufacturers as channels of choice in providing the ALRT nebulizer compliance and monitoring system to physicians and their patients.

Patents and Trademarks

Provisional Patent Application Serial Number 60/652,237 filed February 11, 2005 for Medical Reminder Device Suited for Use with Nebulizer. The Company has applied for the following trademarks and design patents

Nonprovisional Patent Application Serial Number 10/462,096 filed June 13, 2003 for Portable Programmable Medical Alert Device, allowed January 24, 2005. Claims benefit of filing date of Provisional Patent Application Serial Number 60/388,264.

Provisional Patent Application Serial Number 60/388,264 Filed June 13, 2002 for the portable programmable medical alert device.



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|- | 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. Issued as US Design Patent D447,074, August 28, 2001.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | 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 dog bone. Issued as US Patent D446,739, August 21, 2001.           
|- | 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. Issued as US Patent D446,740, August 21, 2001.              



|1. | 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.                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | 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.
|3. | Trademark Application Serial Number 76/148174 Filed Oct. 16, 2000. Intent to Use Application covering the Animal Paw Design.                                                                                                                  
|4. | Trademark Application Serial Number 76/148171 Filed Oct. 16, 2000. Intent to Use Application covering the Dogbone Design.                                                                                                                     
|5. | Trademark Application Serial Number 76/148170 Filed Oct. 16, 2000. Intent to Use Application covering the Heart Design.                                                                                                                       
|6. | 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.                                                                                 
|7. | 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 dog bone.                                                                                     
|8. | 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.                                                                                        

Competition

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

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 principal methods employed by competitors are information pamphlets, compliance packaging, as well as other forms of devices. The devices include clocks, labels, organization systems and pagers. The health care home monitoring opportunity has been recognized by other companies and several are now either currently selling or are developing systems that could be competitive with the ALRT systems. ALR Tech does not see any competition though in the near future against their nebulizer monitoring system. ALR home monitoring systems will also be priced significantly below the competitive products now offered and the portability of the ALR system will also set it apart from competition

Employees

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



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Risk Factors

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 relies on certain key individuals who may not be easily replaced if they should leave the Company.

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."

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 $7,776,761 of accounts payable and accrued liabilities and promissory notes payable outstanding as at December 31, 2005. 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 2006. 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 the Company's financial statements for the year ended December 31, 2005 includes an explanatory paragraph that states that the Company has suffered recurring losses, negative cash flow from operations and has a net working capital deficiency at December 31, 2005, factors which raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

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.

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.

Product Reliability. The Company's disease management medication compliance and monitoring products have not been in service for a sufficient time to determine their long term reliability. Failure of a substantial number of the Company products would result in severe damage to the Company reputation.





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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."

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

Issuance of Additional Shares.  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 un-issued shares, would have the effect of diluting the interest of existing shareholders.

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.

Cumulative Voting, Pre-emptive Rights and Control. There are no pre-emptive 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.

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.

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 the Company's securities and also may affect the ability of purchasers of the Company's stock to sell their shares in the secondary market.





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ITEM 2.     DESCRIPTION OF PROPERTIES.

The Company does not currently own any real property. The Company's corporate offices are located in Winston-Salem, North Carolina. Office facility is located at 114M Reynolda Village, Winton-Salem NC 27106. The company has a total of 1300 sq. ft. leased and the main telephone number is (336) 722-2254. Monthly rent is $1,195 payable to Wake Forest University.

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 2005.

PART II

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

The Company's Common Stock was quoted on the Bulletin Board operated by the National Association of Securities Dealers, Inc. ("OTCBB") under the symbol "ALRT." Summary trading by quarter for the 2005 and 2004 fiscal years are as follows:



|Fiscal Quarter | High Bid [1] | Low Bid [1]
|-------------- | ------------ | -----------
|2005           |              |            
|Fourth Quarter | 0.10         | 0.02       
|Third Quarter  | 0.14         | 0.05       
|Second Quarter | 0.12         | 0.07       
|First Quarter  | 0.14         | 0.08       
|               |              |            
|2004           |              |            
|Fourth Quarter | 0.10         | 0.02       
|Third Quarter  | 0.14         | 0.05       
|Second Quarter | 0.12         | 0.07       
|First Quarter  | 0.14         | 0.08       

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

At December 31, 2005, there were 76,078,446 common shares of the Company issued and outstanding.

At December 31, 2005, there were 96 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.



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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.

There are no securities authorized for issuance under any equity compensation plans.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

General

ALR Technologies Inc.'s business is focused on enhancement of disease management programs and health management programs through improved medication adherence with patient reminder products, monitoring of medication adherence and intervention systems when lack of adherence is apparent and the patient may be at risk. The primary business markets targeted by ALR Technologies are the providers of health insurance and the providers of disease management services, including the home care industry. Health and disease management and home care cannot achieve desired results unless the targeted individuals are compliant with their medications and unless there is timely intervention when they are not compliant and are deemed at risk.

ALR Technologies also targets pharmaceutical manufacturers, clinical research organizations, pharmacy retailers and pet medications providers. The largest potential for sustainable long term growth and value generation lies with the market segments that have the most influence on the end-user and the most to gain from improved health results. These market segments are the health insurance providers and the disease management companies. The health insurance provider industry has the potential of reducing costs substantially through successful medication compliance programs. Industry data reports indicate that over $100 billion annually in health care costs are due to people not taking medications as directed.

ALR Technologies is developing a network of industry professionals who see the need for the ALR Tech products and systems. Discussions with several of the leading health care providers, disease management companies and major pharmaceutical manufacturers have been achieved. Relationships have been established that have the potential for significant business development, but medication compliance products and systems are relatively new to these industries and recognition, acceptance and use comes slowly.

The disease management compliance and home health monitoring markets that ALR Technologies products and services address are in the early stages of development in the industry. This situation provides significant upside potential in growing a new market but also comes with significant costs due to time for market development and resource requirements. Many in the US and around the world can benefit from such systems and products and substantial savings could be realized by the health insurance providers. The market for sales of the services and products to meet the home health monitoring could be significant.

The Company desires to team with leading companies in select market segments and as such has been seeking strategic alliances that would serve to enhance the ability of ALR Technologies in time to market as well as co-marketing activities. Discussions with some of the major healthcare services companies, pharmaceutical manufacturers as well as health insurance providers and disease management companies are ongoing. Vision care medications and the pet medication market are two other segments where discussions are currently underway. Pilot programs are now in place with health insurance providers, drug companies and independent organizations that will be set up to determine outcome results from the use of ALRT medication reminder products. Outcome results to be determined will likely include

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| | a.) | change in medication adherence,               
| | --- | ----------------------------------------------
| | b.) | change in health results for the patients, and
| | c.) | change in total cost of care.                 

Revenue

Revenues for the year ended December 31, 2005 decreased by $45,188 to $318,991 in 2005 from $364,179 for 2004 as the Company has been devoting its efforts in developing the ALRT500 compliance reminder and monitoring product and system and development the network of potential customers for this system, throughout the year.  Due to this focus little effort was applied to selling the basic reminder products during 2005 and certain large customer sales were delayed until second quarter of 2006.

Product Development

The ALRT500 compliance reminder with its significant benefits is expected to be commercially available in the third quarter of 2006. The home compliance monitoring and the nebulizer monitoring systems are also expected to be commercially available in the third quarter of 2006. Additional home monitoring capabilities, including monitoring the essential diagnostic readings such as blood pressure and blood sugar are in development with completion expected in 2007.

Patent applications have been filed to cover compliance monitoring systems specific to nebulizers in respiratory industry. Patent has been granted to ALR that covers the primary ease of use feature, one button programming, that is an important element in many of the ALRT Compliance Reminder products.

Operating Capital

ALR Technologies revenue from sales is not at a level to pay for operating costs and as such the management of ALR Tech have volunteered to have their compensation deferred until cash flow allows for payment and creditors have agreed to additional stock option grants in return for deferred payment on interest in some cases and agreements of note extensions in other cases. Although the prospects for cash flow from sales of products and services to increase through 2006, there is no certainty of this, and if sales do continue to increase there is no certainly that it will reach the level necessary to cover operating costs and debt load.

Management Compensation

Management has accepted deferred payment on compensation, deferred payment on interest on loans they have made to the Company and have paid Company bills and expenses without repayment; all to help ensure the Company's survival. In return, the Company's directors have rewarded the participating personnel with stock option grants.

Operating Issues

The Company has expended significant efforts introducing its human medication and treatment reminder products to specified retail chains, pharmaceutical manufacturers, Contract Research Organizations, Health Management Organizations, Pharmacy Benefits Managers and certain clinics treating specific disease conditions. Sales to December 31, 2005 have not been sufficient for the Company to realize its investment in these inventories. Management plans to recover its investment in inventories through sales via the channels indicated above as the recognition of the need for medication adherence products increases.

This may take some time to achieve, if at all, and, as a result, management has recorded an inventory provision of $243,275 at December 31, 2005 (2004 - $180,275) in respect of its Human Reminder inventory. The alternate use of this inventory is limited and, accordingly, if management is not successful in its plans, they may be required to further write-down its investment in inventories in the near term. The outcome of this matter cannot be predicted at this time.

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Related Party Transactions

Year Ended December 31, 2005

In February 2005, the Company issued the following common shares:

| | (a) | 500,000 common shares to Sidney Chan, Chief Executive Officer and Director of the Company, in settlement of interest payable of $25,000;                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | 3,400,000 common shares to Stanley Cruitt, President and Director of the Company, in settlement of promissory note of $50,000 and accounts payable of $120,000;
| | (c) | 500,000 common shares to Jaroslav Tichy, Vice President Technology of the Company, in settlement of accounts payable of $25,000;                               
| | (d) | 17,950,000 common shares to three relatives of Sidney Chan in settlement of interest payable of $897,500;                                                      
| | (e) | 550,000 common shares to a private corporation controlled by Sidney Chan and his wife in settlement of accounts payable of $27,500.                            

The fair value of the common shares was determined based on the quoted market price of the common shares at the settlement date. Common shares issued are restricted from sale for a period of one year from the issue dated in accordance with securities regulations.

On January 27, 2005, Christine Kan, wife of Sidney Chan, Chief Executive Officer and Director of the Company loaned the Company a total of $200,000.  The loan bears interest at 1% percent per month and is secured by a floating charge against the assets of the Company.

During the year ended December 31, 2005, the Company received loans totaling $205,000 from two relatives of Sidney Chan.  The loans bear interest at 1% of month and are unsecured.  Of the total loan, $10,000 was repaid in August 2005.

During the year ended December 31, 2005, the Company irrevocably committed to issue the following stock options to common shares of the Company:

| | (a) | 800,000 stock options to Christine Kan and 820,000 to relatives of Sidney Chan in consideration of promissory notes payable.  All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date;                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | 1,785,000 stock options to Sidney Chan in consideration of the extension of due dates of promissory note payable issued previously.  All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date;                  
| | (c) | 10,000,000 stock options each to Sidney Chan and Stanley Cruitt and 3,000,000 to Jaroslav Tichy in consideration ofservices, subject to certain vesting and performance conditions.  The options, once vested, are exercisable into the Company's common shares for a period of five years from the commitment date.

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Year Ended December 31, 2004

In April 2004, the Company issued 20,000,000 common shares, 10,000,000 to Stanley Cruitt, President and Director of the Company and 10,000,000 to Christine Kan in formal settlement of promissory notes payable and accounts payable and accrued liabilities of $1,000,000. The fair value of the common shares consideration of $1,400,000 was determined based on the quoted market price of the common shares at the issue date, resulting in a loss on debt settlement of $400,000. Common shares issued are restricted from sale for a period of one year from the issue dated in accordance with securities regulations.

On January 14, 2004 and September 17, 2004, Christine Kan, wife of Sidney Chan, Chief Executive Officer and a Director of the Company loaned the Company a total of $60,000 ($30,000 each). The loans bear interest at 1% percent per month, are unsecured and are due on demand.

On August 5, 2004, Annie Cruitt, wife of Stanley Cruitt, President and a Director of the Company loaned the Company $50,000. The loan bears interest at 1 percent per month, is unsecured and is due on demand.

On November 16, 2004, Stanley Cruitt, President of the Company, loaned the Company $50,000, which bears interest at one percent per month and is due on demand.

During the year ended December 31, 2004, the Company irrevocably committed to issue 740,000 stock options to purchase common shares to Christine Kan, 210,000 stock options to Annie Cruitt, 2,200,000 stock options to Stanley Cruitt and 2,000,000 to relatives of directors in consideration of promissory notes payable or the extension of due dates of promissory note proceeds received previously. All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date.

On June 30, 2004, the Company irrevocably committed to issue 1,485,069 stock options to Stanley Cruitt, 238,907 stock options to a company controlled by Mr. Cruitt, 60,000 stock options to Sidney Chan, 1,937,336 stock options to Christine Kan, 1,543,146 stock options to a company controlled by Mr. Chan and Ms Kan, 246,249 stock options to Jaroslav Tichy, an Officer of the Company, and 1,000,000 stock options to a relative of a director in consideration for extending the repayment terms of their outstanding accounts payable and accrued liabilities. All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date.

On June 30, 2004, the Company modified the terms of 2,000,000 previously issued stock options to Stanley Cruitt, 2,000,000 previously issued stock options to Sidney Chan, 2,000,000 stock options to Christine Kan, and 250,000 previously issued stock options to Jaroslav Tichy for services and 350,000 previously issued stock options to Stanley Cruitt in consideration of promissory to extend the expiry dates of the options to June 30, 2009.

On June 30, 2004, the Company irrevocably committed to issue 12,000,000 options to Christine Kan in consideration of cancellation of 12,000,000 warrants committed in 2003 in consideration of loans to the Company totalling $2,500,000. These options are exercisable into common shares of the Company at $0.25 per share until December 31, 2009.





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Results of Operations

December 31, 2005 compared to December 31, 2004

Sales for the year ended December 31, 2005 were $318,991 and cost of goods sold was $135,251 as compared to $364,179 and $202,495 respectively for the year ended December 31, 2004. Sales were down in fiscal 2005 as a result of the decision to de-emphasize sales and marketing activities of Pet Reminders and focus on Human Reminders which were introduced in the latter part of 2002.

Product development costs increased to $438,374 in 2005 versus $199,207 for the year ended December 31, 2004. Product development cots include $121,447 (December 31, 2004 - $25,000) 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.This increase relates primarily to the ongoing development of the ALRT 500 Interactive Reminder System.

Interest expense was $813,495 for the year ended December 31, 2005 as compared with $2,294,805 for the year ended December 31, 2004 as the Company managed to reduce its debt totalling $630,000 by issuing 12,600,000 common shares of the Company. Included in the total reported interest is a non-cash amounts $nil (2004 - $16,597) related to the amortization of the discount arising from the stock options committed to be issued in consideration for promissory notes and financing costs of $250,174 (2004 - $2,290,897)for stock options committed to be issued in consideration of promissory notes or their due date extension.

The Company incurred professional fees of $92,392 for the year ended December 31, 2005 as compared with $49,781 for the year ended December 31, 2004. The higher level in 2005 is partly attributable to higher accounting and audit fees related to a higher level of sales activity in 2005.

Rent decreased slightly in fiscal 2005 to $35,930 from $39,724 for the year ended December 31, 2004.

The selling, general and administrative expenses were $586,314 for the year ended December 31, 2005 as compared to $849,586 for the year ended December 31, 2004. These totals include $116,828 (December 31, 2004 - $372,000) 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 cash portion of the selling, general and administrative expenses were practically unchanged at $469,486 for fiscal 2005 and $477,586 in fiscal 2004.

The loss of $1,792,686 for the year ended December 31, 2005 was $2,545,996 lower than a loss of $4,338,682 for the year ended December 31, 2004. The decrease in the net loss is primarily due to the reduction in interest expense in the amount of $2,111,310 and no loss from settlement of debt in the current year.

Accounts receivable were $3,114 at December 31, 2005 as compared with $12,377 at December 31, 2004.

Inventories increased to $97,959 before an inventory provision increase of $63,000, at December 31, 2005 from $79,169 at December 31, 2004 as the Company began building inventories of its Human Med Reminders PC200.

Accounts payable and accrued liabilities decreased to $2,414,835 at December 31, 2005 from $2,835,419 at December 31, 2004.

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Other debt financing decreased slightly to $5,351,926 at December 31, 2005 from $5,382,869 at December 31, 2004.

December 31, 2004 compared to December 31, 2003

Sales for the year ended December 31, 2004 were $364,179 and cost of goods sold was $202,495 as compared to $175,820 and $127,471, respectively for the year ended December 31, 2003. Sales were up in fiscal 2004 as a result of the sales and marketing activities to disease and health management providers.

Product development costs increased to $199,207 in 2004 versus $173,828 for the year ended December 31, 2003. This increase relates primarily to development costs incurred for the ongoing development of the ALRT PC500, the nebulizer monitoring system and the disease management home monitoring system. Product development costs for 2004 include non-cash compensation cost of $25,000 (2003 - $nil) related to stock options committed to be issued for services.

Interest expense was up to $2,924,805 for the year ended December 31, 2004 as compared with $1,410,509 for the year ended December 31, 2003 as the Company relied on increased debt financing in the year to cover operating costs. Included in the total reported interest are non-cash amounts of $16,597 related to the amortization of the discount arising from the stock options committed to be issued in consideration for promissory notes, financing costs of $1,086,897 for stock options committed to be issued in consideration of promissory notes or their due date extension, financing costs of $496,000 for stock options committed to be issued in consideration of accounts payable and accrued liabilities, and financing cost of $708,000 related to the modification of previous option and warrant commitments in consideration of promissory notes. Total non-cash interest in 2004 increased over 2003, for which non-cash interest consisted of $308,182 related to the amortization of the discount arising from the stock options committed to be issued in consideration for promissory notes and financing costs of $487,624 for stock options committed to be issued in consideration of promissory notes or their due date extension.

The Company incurred professional fees of $49,781 for the year ended December 31, 2004 as compared with $61,684 for the year ended December 31, 2003. The lower level in 2004 is partly attributable to lower legal fees and accounting costs.

Rent was up slightly in fiscal 2004 to $39,724 from $35,980 for the year ended December 31, 2003.

The selling, general and administrative expenses were $849,586 for the year ended December 31, 2004 as compared to $946,815 for the year ended December 31, 2003. These totals include $382,000 (December 31, 2003 - $109,000) 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 decrease in cash amounts from $837,815 to $467,586 relates primarily to the decrease in compensation and other costs of marketing.

The loss of $4,338,682 for the year ended December 31, 2004 was up from a loss of $2,775,899 for the year ended December 31, 2003. The increase in the net loss is primarily due to the increase in interest expenses (cash and non-cash) of $1,514,296 as aggregate operating expenses were relatively unchanged.

Accounts receivable were $12,377 at December 31, 2004 as compared to $128,903 at December 31, 2003.

Inventories decreased to $79,169 at December 31, 2004 from $113,633 at December 31, 2003 as the Company began selling Human Med Reminders and due to an increase in the inventory provision to $180,275.



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Accounts payable and accrued liabilities increased to $2,835,419 at December 31, 2004 from $2,161,133 at December 31, 2003. As of December 31, 2004, the Company had a balance of $65,455 (December 31, 2003, $nil) in customer deposits for products not yet delivered in 2004.

Other debt financing decreased to $5,382,869 at December 31, 2004 from $6,044,315 at December 31, 2003 as the Company was able to reduce the debt in the amount of $942,000 by issuing common shares of the Company.

Liquidity and Capital Resources.

Cash Balances

At December 31, 2005, the Company's cash balance was $263 compared to $16,632 at December 31, 2004.

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, 2005 was 0.01 unchanged from December 31, 2004. The greater the current ratio, the greater is the short-term liquidity of the Company.

The Company raised $655,000 in debt financing in 2005 for working capital.

The Company repaid $60,000 loan in cash and $630,000 by way of issuing common shares of the Company.

The Company plans additional debt financing in the short run and has raised $100,000 subsequent to December 31, 2005. These proceeds were put toward working capital.

All of the Company's debt financing is due on demand. 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 not to demand immediate payment or 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, 2005 totalled $609,768. The Company incurred a net loss of $1,792,686 for the year ended December 31, 2005 as compared to a loss of $4,338,682 for the year ended December 31, 2004. Cash used by the Company in operating activities during the year ended December 31, 2004 totalled $263,653.





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Cash Proceeds from Financing Activities

During the year ended December 31, 2005, the Company arranged $655,000 in debt financing. $60,000 of the proceeds from these financings was used to enable the Company to repay existing debt. In consideration for these loans, the Company has committed to issue options to acquire a total of 2,620,000 shares of the Company at $0.25 per share with various expiration dates in 2011. In consideration for the extension of repayment dates for promissory note proceeds received previously and accounts payable, the Company irrevocably committed to issuing 2,825,000 options to purchase common shares. The fair value of these options has been estimated and recognized in the financial statements in interest expense.

During the year ended December 31, 2004, the Company arranged $340,000 in debt financing. $85,000 of the proceeds from these financings was used to enable the Company to repay existing debt. In consideration for these loans, the Company has committed to issue options to acquire a total of 6,660,000 shares of the Company at $0.25 per share with various expiration dates in 2009. In consideration for the extension of repayment dates for promissory note proceeds received previously and accounts payable, the Company irrevocably committed to issuing 19,172,463 options to purchase common shares. The fair value of these options has been estimated and recognized in the financial statements in interest expense.

Critical Accounting Policies

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

Basis of Presentation. The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. As described elsewhere in this annual report, at December 31, 2005 there are certain conditions that exist which raise substantial doubt about the validity of this assumption. The Company's ability to continue as a going concern is dependent upon continued financial support of its creditors and its ability to obtain financing to repay its current obligations and fund working capital and its ability to achieve profitable operations. The Company will seek to obtain creditors consent to delay repayment of its outstanding promissory notes payable until it is able to replace this financing with funds generated from operations, replacement debt or from equity financing through private placements or the exercise of options. While the Company's creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. Management plans to obtain financing through the issuance of additional debt, the issuance of shares on the exercise of options and through future common share private placements. Management hopes to realize sufficient sales in future years to achieve profitable operations. Failure to achieve management's plans may result in the Company curtailing operations or writing assets and liabilities down to liquidation values, or both.

Inventories. Inventories are recorded at the lower of cost, determined on a weighted average cost basis, and net realizable value.



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Options and warrants issued in consideration for debt. The Company allocates the proceeds received from long term debt between the liability and the options and warrants issued in consideration for the debt, based on their relative fair values, at the time of issuance. The amount allocated to the options or warrants is recorded as additional paid in capital and as a discount to the related debt. The discount is amortized to interest expense on a yield basis over the term of the related debt.

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

Stock-based compensation. The Company accounts for its employee stock-based compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25. "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense for stock options, common stock and other equity instruments issued to non-employees for services received based upon the fair value of the equity instruments issued, as the services are provided and the securities earned.

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      | F-1
|------------------------------------------------------------ | ---
|                                                             |    
|Balance Sheets                                               | F-2
|Statements of Loss                                           | F-3
|Statement of Shareholders' Deficiency and Comprehensive Loss | F-4
|Statements of Cash Flows                                     | F-5
|                                                             |    
|NOTES TO THE FINANCIAL STATEMENTS                            | F-6





















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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
ALR Technologies Inc.

We have audited the accompanying balance sheets of ALR Technologies Inc. as of December 31, 2005 and 2004 and the related statements of loss, shareholders' deficiency and comprehensive loss, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2004 and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses, negative cash flows from operations and has a net working capital deficiency, factors which raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are 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

May 4, 2006







F-1



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|ALR TECHNOLOGIES INC.                                         
|--------------------------------------------------------------
|Balance Sheets                                                
|($ United States)                                             
|December 31, 2005 and 2004                                    
|                                                              
|                                                              
|                                                              
|                                                              
|Assets                                                        
|Current assets:                                               
|Cash                                                          
|Accounts receivable, net of allowance of $1,025               
|(December 31, 2004 - $1,522)                                  
|Inventories (note 3)                                          
|                                                              
|                                                              
|Fixed assets (note 4)                                         
|                                                              
|                                                              
|Liabilities and Shareholders' Deficiency                      
|Current liabilities:                                          
|Accounts payable and accrued liabilities                      
|Accounts payable and accrued liabilities to related parties   
|Customer deposits                                             
|Promissory notes payable to relatives                         
|of directors (note 5)                                         
|Promissory notes payable to directors (note 5)                
|Promissory notes payable (note 5)                             
|                                                              
|                                                              
|Shareholders' deficiency                                      
|Capital stock (note 6)                                        
|350,000,000 common shares with a par value of $0.001 per share
|authorized 76,078,446 issued                                  
|(December 31, 2004 - 41,078,446)                              
|Additional paid-in capital                                    
|Deficit                                                       
|Accumulated other comprehensive income:                       
|Cumulative translation adjustment                             
|                                                              
|Basics of presentation (note 1)                               
|Commitments (note 6(b))                                       
|Related party transactions (notes 5, 6 and 7)                 
|Contingency (note 8)                                          
|Subsequent events (note 9)                                    
|                                                              

See accompanying notes to financial statements 
F-2



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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Statements of Loss                    
|Years Ended December 31, 2005 and 2004
|                                      
|                                      
|                                      
|                                      
|                                      
|Sales                                 
|Cost of sales:                        
|Cost of goods sold                    
|Loss on write down of inventories     
|Total cost of sales                   
|Gross margin                          
|                                      
|Expenses                              
|Depreciation                          
|Development costs                     
|Foreign exchange loss                 
|Interest                              
|Loss on settlement of debt            
|Professional fees                     
|Rent                                  
|Selling, general and administration   
|Total expenses                        
|Loss                                  
|                                      
|Loss per share, basic and diluted     
|                                      
|Weighted average shares outstanding,  
|- basic and diluted                   









See accompanying notes to financial statements

F-3



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|ALR TECHNOLOGIES INC.                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------
|Statement of Shareholders' Deficiency and Comprehensive Loss                                                                                             
|($ United States)                                                                                                                                        
|Years Ended December 31, 2005 and 2004                                                                                                                   
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Balance, December 31, 2003                                                                                                                               
|                                                                                                                                                         
|Common shares issued as full and final settlement of promissory notes  payable to a relative of a director and a director                                
|                                                                                                                                                         
|Common shares issued as full and final settlement of accounts payable and accrued liabilities payable to a director                                      
|                                                                                                                                                         
|Financing cost of stock options irrevocably committed to be issued in consideration of promissory notes payable                                          
|a director                                                                                                                                               
|relatives of director s                                                                                                                                  
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Financing cost of stock options irrevocably committed to be issued in consideration of the extension of the due date of existing promissory notes payable
|relatives of directors                                                                                                                                   
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Compensation cost of stock options irrevocably committed to be issued to non-employees for services                                                      
|                                                                                                                                                         
|Financing cost of stock options irrevocably committed to be issued in consideration of accounts payable and accrued liabilities                          
|directors and an officer                                                                                                                                 
|Companies controlled by directors                                                                                                                        
|relatives of a director                                                                                                                                  
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Compensation cost of stock options related to the modification of previous stock option commitments to non-employees for services                        
|directors and an officer                                                                                                                                 
|relative of a director                                                                                                                                   
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Financing cost related to the modification of previous stock option and warrant commitments in consideration of promissory notes payable                 
|Director                                                                                                                                                 
|relative of a director                                                                                                                                   
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Loss and comprehensive loss                                                                                                                              
|Balance, December 31, 2004                                                                                                                               
|                                                                                                                                                         
|Common shares issued as full and final settlement of settlement of promissory notes payable to:                                                          
|a director                                                                                                                                               
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Common shares issued as full and final settlement accounts payable and accrued liabilities of payable to:                                                
|directors and an officer                                                                                                                                 
|relatives of directors                                                                                                                                   
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Financing cost of stock options issued in consideration of promissory notes payable:                                                                     
|relative of a director                                                                                                                                   
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Compensation cost of stock options issued to: non-employees for services                                                                                 
|                                                                                                                                                         
|Financing cost of stock options issued in consideration of extension of repayment terms of promissory notes issued previously                            
|a director                                                                                                                                               
|non-related parties                                                                                                                                      
|                                                                                                                                                         
|Loss and comprehensive loss                                                                                                                              
|Balance, December 31, 2005                                                                                                                               

See accompanying notes to financial statements 
F-4

-26-

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|ALR TECHNOLOGIES INC.                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------
|Statements of Cash Flows                                                                                                                
|($ United States)                                                                                                                       
|Years ended December 31, 2005 and 2004                                                                                                  
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|Cash flows from operating activities (note 11):                                                                                         
|Cash received from customers                                                                                                            
|Cash paid to suppliers and employees                                                                                                    
|Interest paid                                                                                                                           
|Income taxes paid                                                                                                                       
|Net cash used in operating activities                                                                                                   
|                                                                                                                                        
|Cash flows from financing activities:                                                                                                   
|Promissory notes payable                                                                                                                
|Repayment of promissory notes payable                                                                                                   
|                                                                                                                                        
|                                                                                                                                        
|Cash flows from investing activities:                                                                                                   
|Purchase of fixed assets                                                                                                                
|                                                                                                                                        
|Increase (decrease) in cash                                                                                                             
|                                                                                                                                        
|Cash, beginning of year                                                                                                                 
|                                                                                                                                        
|Cash, end of year                                                                                                                       
|                                                                                                                                        
|Non-cash financing activities:                                                                                                          
|                                                                                                                                        
|Common shares issued as full and final settlement of promissory notes payable                                                           
|                                                                                                                                        
|Common shares issued as full and final settlement of accounts payable and accrued liabilities payable                                   
|                                                                                                                                        
|Financing cost of stock options issued in consideration for promissory notes payable                                                    
|                                                                                                                                        
|Compensation cost of stock options issued to non-employees for services                                                                 
|                                                                                                                                        
|Financing cost of stock options issued in consideration of extended stock loan repayment terms of promissory notes issued previously    
|                                                                                                                                        
|Financing cost of stock options issued in consideration of accounts payable and accrued liabilities                                     
|                                                                                                                                        
|Compensation cost of stock options related to the modification of previous stock option                                                 
|                                                                                                                                        
|Financing cost related to the modification of previous stock option and warrant commitments in consideration of promissory notes payable
|                                                                                                                                        

See accompanying notes to financial statements 
F-5



-27-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|                                      
|                                      
|1.                                    
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|                                      
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|                                      
|2.                                    
|                                      
|                                      
|                                      
|                                      

F-6



-28-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|2.                                    
|                                      
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F-7



-29-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|2.                                    
|                                      
|                                      
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F-8



-30-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|2.                                    
|                                      
|                                      
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F-9



-31-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|2.                                    
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      

F-10



-32-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|3.                                    
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|4.                                    
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F-11



-33

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|5.                                    
|                                      
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F-12



-34-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|5.                                    
|                                      
|                                      
|                                      
|6.                                    
|                                      
|                                      
|                                      
|                                      















F-13



-35-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|6.                                    
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F-14

-36-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|6.                                    
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      





F-15



-37-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|6.                                    
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|                                      
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F-16

-38-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|6.                                    
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|7.                                    
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F-17



-39-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|8.                                    
|                                      
|                                      
|                                      
|9.                                    
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      























F-18

-40-

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|ALR TECHNOLOGIES INC.                 
|--------------------------------------
|Notes to Financial Statements         
|$United States                        
|Years ended December 31, 2005 and 2004
|                                      
|10.                                   
|                                      
|                                      
|                                      
|                                      
|                                      
|11.                                   
|                                      
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F-19



-41-

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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 8A.     CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Within 90 days prior to the date of this report, our management carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14. Based upon the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended December 31, 2005.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

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               | Age | Position Held                                                                        
|------------------ | --- | -------------------------------------------------------------------------------------
|Sidney Chan        | 56  | Chief Executive Officer, Chief Financial Officer and member of the Board of Directors
|                   |     |                                                                                      
|Stanley Cruitt     | 57  | President and member of the Board of Directors                                       
|                   |     |                                                                                      
|Dr. Jaroslav Tichy | 66  | 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.





-42-

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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.

Dr. Jaroslav V. Tichy - Vice President, TechnologySince 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

To the Company's knowledge, during the past five years, its officers and directors: has not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offences); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

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 2003, no officer and director failed to file their Form 3, 4 and 5 on a timely basis.







-43-

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Audit Committee and Charter

The Company has an audit committee and audit committee charter. The Company's audit committee is comprised of all of its officers and directors. None of directors are deemed independent. All directors also hold positions as officers of the Company. A copy of the Company's audit committee charter is filed as an exhibit to this report. The Company's audit committee is responsible for: (1) selection and oversight of its independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by company employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

The Company has no financial expert. It believes the cost related to retaining a financial expert at this time is prohibitive. Further, because of the Company's limited operations, management believes the services of a financial expert are not warranted.

Code of Ethics

The Company has adopted a corporate code of ethics. The Company believes its code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

The Company has a disclosure committee and disclosure committee charter. The Company's disclosure committee is comprised of all of its officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about the Company and the accuracy, completeness and timeliness of the Company's financial reports.

ITEM 10.     EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by the Company to officers and directors during the three most recent fiscal years.

Summary Compensation Table

|                   |      |                     |        |               | Long Term Compensation
|------------------ | ---- | ------------------- | ------ | ------------- | ----------------------
|                   |      | Annual Compensation | Awards | Payouts      
|(a)                | (b)  | (c)                 | (d)    | (e)           | (f)                   
|                   |      |                     |        | Other         | Restricted            
|                   |      |                     |        | Annual        | Stock                 
|Name and Principal |      |                     | Bonus  | Compen-       | Award(s)              
|Position           | Year | Salary ($)          | ($)    | sation ($)[1] | ($)                   
|Sidney Chan [2]    | 2005 | 144,000             | -      | -             | -                     
|CEO & Director     | 2004 | 144,000             | -      | -             | -                     
|                   | 2003 | 144,000             | -      | 9,600         | -                     

-44-

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|Stanley Cruitt [3]    | 2005 | 156,600 | - | 9,600 | - | 10,000,000 | - | -
|--------------------- | ---- | ------- | - | ----- | - | ---------- | - | -
|President & Director  | 2004 | 156,600 | - | 9,600 | - | 3,835,069  | - | -
|                      | 2003 | 156,600 | - | 9,600 | - | 168,000    | - | -
|                      |      |         |   |       |   |            |   |  
|Robert Frattaroli [4] | 2005 | -       | - | -     | - | -          | - | -
|Executive Vice        | 2004 | -       | - | -     | - | 686,000    | - | -
|President (resigned   | 2003 | 72,500  | - | -     | - | -          | - | -
|August 2003)          |      |         |   |       |   |            |   |  
|                      |      |         |   |       |   |            |   |  
|Dr. Jaroslav.         | 2005 | 60,000  | - | -     | - | 3,000,000  | - | -
|Tichy, [5]            | 2004 | 60,000  | - | -     | - | 246,249    | - | -
|Vice President -      | 2003 | 60,000  | - | -     | - | -          | - | -
|Technology            |      |         |   |       |   |            |   |  

|[1] | Automobile allowance                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[2] | At December 31, 2005, salaries and other annual compensation for fiscal 2004, 2003 and 2002 totaling $388,000 and the $150,000 bonus for fiscal 2000 remain unpaid and are included in accounts payable and accrued liabilities.
|[3] | At December 31, 2005, salaries and other annual compensation for fiscal 2004, 2003 and 2002 totaling $425,000 remain unpaid and are included in accounts payable and accrued liabilities.                                       
|[4] | At December 31, 2005, salaries and other annual compensation totaling $171,500 remain unpaid and are included in accounts payable and accrued liabilities. Mr. Frattaroli resigned as an officer of the Company in August, 2003.
|[5] | At December 31, 2004, salaries and other annual compensation for fiscal 2005 and 2004 totaling $65,000 remain unpaid and are included in accounts payable and accrued liabilities.                                              

The Company has irrevocably committed to grant a total of 13,845,000 stock options to Sidney Chan, Chief Executive Officer and a Director of the issuer, 18,441,976 stock options to Stanley Cruitt, President and a Director of the issuer, 3,495,249 options to Jaroslav Tichy, Vice President - Technology of the issuer and 1,686,000 options to Robert Frattaroli, former 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 Frattaroli.

The Company does not have any long-term incentive plans.  However, the Company issued 200,000 stock options to an employee.

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



|Sidney Chan        | $ | 144,000
|------------------ | - | -------
|Stanley Cruitt     | $ | 156,600
|Dr. Jaroslav Tichy | $ | 60,000 

The contracts may be terminated by the Company at any time, effective thirty days after delivery of notice, without any further compensation.





-45-

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

The terms of Dr. Tichy's contract provides for 250,000 options with a five year term exercisable at $0.25. All the options are vested. In addition, if more than 50% of the Company's stock or assets are sold, Dr. Tichy 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             |   | To          | Participation
|- | ---------------- | - | ----------- | -------------
|  |                  |   |             |              
|$ | 0                | $ | 24,999,999  | 2% plus      
|$ | 25,000,000       | $ | 49,999,999  | 3% plus      
|$ | 50,000,000       | $ | 199,999,999 | 4% plus      
|  | over or equal to | $ | 200,000,000 | 5%           



-46-

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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 2005 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.

The Board of Directors consists two members, Mr. Sidney Chan, Chairman and Chief Executive Officer of the Company and Mr. Stanley Cruitt, President of the Company. Both directors are also officers of the Company. There are no independent directors.

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, 2005, 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.



|                                           | Amount and       |                               |         
|------------------------------------------ | ---------------- | ----------------------------- | --------
|Name and Address                           | Nature of        |                               | Percent 
|of Beneficial Owner                        | Beneficial Owner | Position                      | of Class
|Sidney Chan                                | 27,500,000[1]    | Chief Executive Officer and a | 36.15%  
|3062 S.W. Marine Dr                        |                  | member of the Board of        |         
|Vancouver, B.C.                            |                  | Director                      |         
|                                           |                  |                               |         
|Stanley Cruitt                             | 13,400,000       | President and a member of     | 17.61%  
|525 Roslyn Road                            |                  | the Board of Directors        |         
|Winston-Salem N.C.                         |                  |                               |         
|                                           |                  |                               |         
|Dr. Jaroslav Tichy                         | 500,000          | Vice President, Technology    | 0.66%   
|7128 Brewster Drive West
Delta, BC V4E 1V2 |                  |                               |         
|                                           |                  |                               |         
|All officers and Directors                 | 41,400,400       |                               | 54.42%  
|as a group. (3 persons)                    |                  |                               |         

[1]   1,000,000 shares are held in the name of Sidney Chan, 500,000 shares are held in the name of KRS Retraction Limited, and 26,000,000 shares are owned by Christine Kan, Mr. Chan's wife.





-47-

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In consideration of services, promissory notes payable or the extension of their due dates and accounts payable and accrued liabilities, the Company has irrevocably committed to issue a total of 13,845,000 stock options to Sidney Chan, Chief Executive Officer and a Director of the Company, 18,197,336 stock options to Christine Kan, his wife and 1,543,136 options to a company controlled by Mr. Chan and Ms. Kan. The Company has also irrevocably committed to issue a total of 18,441,976 stock options to Stanley Cruitt, President and a Director of the issuer, 210,000 options to Annie Cruitt, his wife, 3,496,249 options to Jaroslav Tichy, Vice President, Technology of the issuer, 1,500,000 options to Ken Robulak, former Chief Financial Officer and a former Director of the issuer, and 1,686,000 options to Robert Frattaroli, former Executive Vice President of the issuer. The Company has also irrevocably committed to issue a total of 21,227,336 stock options to relatives of a director The exercise price of the options is $0.25 per share and the options are exercisable for a period of five years from the commitment date.

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.

In February 2005, the Company issued the following common shares:

1. 500,000 common shares to Sidney Chan, Chief Executive Officer and Director of the Company, in settlement of interest payable of $25,000;
2. 3,400,000 common shares to Stanley Cruitt, President and Director of the Company, in settlement of promissory note of $50,000 and accounts payable of $120,000;
3. 500,000 common shares to Jaroslav Tichy, Vice President Technology of the Company, in settlement of accounts payable of $25,000;
4. 17,950,000 common shares to three relatives of Sidney Chan in settlement of interest payable of $897,500;
5. 550,000 common shares to a private corporation controlled by Sidney Chan and his wife in settlement of accounts payable of $27,500.

On January 27, 2005,  Christine Kan, wife of Sidney Chan, Chief Executive Officer and Director of the Company loaned the Company a total of $200,000.  The loan bears interest at 1% percent per month and is secured by a floating charge against the assets of the Company.

During the year ended December 31, 2005, the Company received loans totaling $205,000 from two relatives of Sidney Chan.  The loans bear interest at 1% of month and are unsecured.  Of the total loan, $10,000 was repaid in August 2005.

During the year ended December 31, 2005, the Company irrevocably committed to issue the following stock options to common shares of the Company:

1. 800,000 stock options to Christine Kan and 820,000 to relatives of Sidney Chan in consideration of promissory notes payable.  All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date; 



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1,785,000 stock options to Sidney Chan in consideration of the extension of due dates of promissory note payable issued previously.  All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date;
10,000,000 stock options each to Sidney Chan and Stanley Cruitt and 3,000,000 to Jaroslav Tichy in consideration ofservices, subject to certain vesting and performance conditions.  The options, once vested, are exercisable into the Company's common shares for a period of five years from the commitment date.
2. 1,785,000 stock options to Sidney Chan in consideration of the extension of due dates of promissory note payable issued previously.  All of the options vested at the time of commitment and are exercisable into the Company's common shares for a period of five years from the commitment date;
3. 10,000,000 stock options each to Sidney Chan and Stanley Cruitt and 3,000,000 to Jaroslav Tichy in consideration ofservices, subject to certain vesting and performance conditions.  The options, once vested, are exercisable into the Company's common shares for a period of five years from the commitment date.

PART IV

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

Reports on Form 8-K

The Company filed one report on Form 8-K on December 19, 2005.

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.



|Exhibit No. | Description                                            
|----------- | -------------------------------------------------------
|3.1         | Initial Articles of Incorporation.                     
|3.2         | Bylaws                                                 
|3.3         | Articles of Amendment to the Articles of Incorporation.
|3.4         | Articles of Amendment to the Articles of Incorporation.
|3.5         | Articles of Amendment to the Articles of Incorporation.

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.



|Exhibit No. | Description                                                                                                                                                                       
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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:



|Exhibit No. | Description                                                                                                      
|----------- | -----------------------------------------------------------------------------------------------------------------
|99.10       | Agreement to Provide Services between the Company and Horizon Marketing & Research, Inc. regarding Stanley Cruitt
|99.11       | Agreement to Provide Services between the Company and Dr. Jaroslav Tichy.                                        
|99.12       | Agreement to Provide Services between the Company and Knight's Financial Limited regarding Ms. Christine Kan.    

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|99.13 | Agreement to Provide Services between the Company and Knight's Financial Limited regarding Mr. Sidney Chan
|----- | ----------------------------------------------------------------------------------------------------------
|99.14 | Agreement to Provide Services between the Company and Bert Honsch.                                        
|99.15 | Agreement to Provide Services between the Company and Kenneth Berkholtz.                                  
|99.16 | Agreement to Provide Services between the Company and Jim Cleary.                                         
|99.17 | Settlement agreement between ALR Technologies, Inc. and Ken Robulak.                                      

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 15, 2002:



|Exhibit No. | Description                                                         
|----------- | --------------------------------------------------------------------
|99.18       | Agreement to Provide Services between the Company and RJF Management
|            | Resource Associates, LLC.                                           

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 14, 2003:



|Exhibit No. | Description                 
|----------- | ----------------------------
|14.1        | Code of Ethics              
|99.1        | Audit Committee Charter     
|99.2        | Disclosure Committee Charter

The following exhibits are filed with this report:



|Exhibit No. | Description                                                                                                                                                                                    
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Executive Officer ).                 

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:



|2005 | CDN$39,000 | KPMG
|---- | ---------- | ----
|2004 | CDN$32,000 | KPMG

(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

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|2005 | CDN$22,250 | KPMG
|---- | ---------- | ----
|2004 | CDN$23,150 | KPMG

(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:



|2005 | $ nil | 
|---- | ----- | 
|2004 | $ nil | 

(4)   All Other Fees

The aggregate fees billed in each of the last two fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:



|2004 | $ nil | 
|---- | ----- | 

(5)   Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)   The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.





















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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 17th day of May, 2006.



| | ALR TECHNOLOGIES, INC.
| | ----------------------
| | (Registrant)          
| |                       
| | BY:                   
| |                       
| |                       
| | 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     | Title                                                    | Date        
|-------------- | -------------------------------------------------------- | ------------
|               |                                                          |             
|SIDNEY CHAN    | Principal Executive Officer, Principal                   | May 17, 2006
|Sidney Chan    | Financial Officer and a member of the Board of Directors |             
|               |                                                          |             
|STANLEY CRUITT | President and a Member of the Board of                   | May 17, 2006
|Stanley Cruitt | Directors                                                |             





















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