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SEC-form-8K, Aug29 $AVOI sold shares at $0.016.
"On August 29, 2019, the Company sold an aggregate of 1,000,000 shares of common stock at a purchase price of $0.016 per share for a total of $16,000.00."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 29, 2019
ADVANCED VOICE RECOGNITION SYSTEMS, INC
(Exact name of registrant as speci?ed in its charter)
NEVADA
0001342936
98-0511932
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identi?cation No.)
7659 E. Wood Drive
Scottsdale, Arizona 85260
(Address of principal executive o?ces)
(480) 704-4183
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K ?ling is intended to simultaneously satisfy the ?ling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, $.001 par value per share
AVOI
NONE
Indicate by check mark whether the registrant is an emerging growth company as de?ned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ?nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry Into a Material Definitive Agreement
The information provided in Item 3.02 below is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
On August 29, 2019, Advanced Voice Recognition Systems, Inc. (the “Company”) entered into a Stock Purchase Agreements (the “Stock Purchase Agreement”) with one private investor. Pursuant to the Stock Purchase Agreement, on August 29, 2019, the Company sold an aggregate of 1,000,000 shares of common stock at a purchase price of $0.016 per share for a total of $16,000.00.
The Company paid no underwriting discounts or commissions. A copy of the form of stock purchase agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
These issuances are granted based on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These issuances qualified for this exemption from registration because (i) the Investors are “accredited investors” as that term is defined in Regulation D promulgated under the Securities Act; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Investors were provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and (v) the Investors will receive “ restricted securities.”
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document
10.1 Form of Stock Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
Dated: August 30, 2019
By:
/s/ Walter Geldenhuys
Name: Walter Geldenhuys
Title: President, Chief Executive Officer & Chief Financial Officer
2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of August 2019, by and between Advanced Voice Recognition Systems, Inc., a Nevada corporation (“AVRS”) and the Purchaser. Advanced Voice Recognition Systems, Inc. and the Purchaser are collectively referred to as the “Parties.”
In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Purchase and Sale of the Shares.
a.Purchase and Sale. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase from AVRS, and AVRS agrees to sell to the Purchaser, 1,000,000 shares of the common stock of AVRS, referred to as the “Shares”. This agreement does not apply to, and no referral fee shall be owed in connection with any proposed consultant agreements.
b.Purchase Price. The purchase price for the Shares is $.016 per share, or $16,000.00.
c.Payments. The purchase price for the Shares will be paid on or before September 4, 2019:
d.Certificates for the Shares. Promptly after receipt of payment of the purchase price, AVRS shall instruct its transfer agent to prepare a stock certificate for 1,000,000 Shares for delivery to the Purchaser at the Purchaser’s address set forth on the signature page to this Agreement. Each certificate shall have a legend substantially as follows: THE OFFERED SHARES ARE RESTRICTED SECURITIES PURSUANT TO THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUBJECT TO CERTAIN IMPORTANT LIMITATIONS ON THEIR RESALE OR OTHER TRANSFER. THESE SHARES MAY NOT BE RESOLD OR TRANSFERRED UNLESS THE SHARES ARE REGISTERED PURSUANT TO THE ACT AND QUALIFIED PURSUANT TO THE APPLICABLE STATE STATUTES, UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS DEMONSTRATED TO THE SATISFACTION OF THE COMPANY.
2.Representations and Warranties of AVRS. AVRS represents and warrants to the Purchaser as follows:
a.Due Incorporation and Good Standing. AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.
b.Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
534390
enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
3.Representations and Warranties of the Purchaser. The Purchaser represents and warrants to AVRS that:
a.Due Authorization. The Purchaser has the legal capacity and authority to enter into this Agreement. All actions on the Purchaser’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of the Purchaser hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of the Purchaser enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
b.Purchase Entirely for the Purchaser’s Own Account. The Purchaser is purchasing the Shares in the ordinary course of business for investment purposes only for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares.
c.Information. The Purchaser acknowledges review of reports filed by AVRS with the U.S. Securities and Exchange Commission, and that AVRS has provided the Purchaser with no indication of any value of the Shares or of AVRS. There have been no representations, warranties or promises made to Purchaser by AVRS or any representative of AVRS that the Shares will appreciate in value, or that there will be any market for the resale of the Shares by the Purchaser. The Purchaser understands that the Shares are extremely speculative and subject to a high degree of risk of loss of the Purchaser’s investment. The Purchaser and the Purchaser’s advisors, if any, have conducted their own investigation with respect to AVRS and the Shares, and have not relied upon any representation of AVRS in making the decision to invest in the Shares (other than those representations set forth in Section 2 of this Agreement). The Purchaser has had an opportunity to discuss the terms and conditions of the investment in the Shares with management of AVRS and to obtain any additional information regarding the investment or AVRS that it has requested of management.
d.Investment Experience. The Purchaser is an investor in speculative securities with companies that have no revenue or profits and lack liquidity and capital resources and has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the risks of the investment in the Shares. The Purchaser confirms that he is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment.
e.Accredited Investor Status in the U.S. and Canada. The Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, as modified by Section 413(a) of the Dodd-Frank Act which deletes from the calculation of net worth the “value of the primary residence” of the investor. The Purchaser is an “accredited investor” as that term is defined in Section 1.1 of the Canada National Instrument 45-106 (“NI45-106”). Specifically, the Purchaser either has (1) net financial
534390
assets in excess of Canadian $1,000,000; or (2) net income before taxes in excess of Canadian $200,000 per year in each of the most two recent calendar years or Canadian $300,000 combined with his spouse in each of the two most recent calendar years.
f.Restricted Securities. The Purchaser understands that the Shares being purchased are characterized as “restricted securities” under the U.S. securities laws and that the Shares may be resold without registration only in certain limited circumstances, and that the Shares when issued to the Purchaser will bear the restricted legend restricting transfer. The Purchaser is experienced in purchasing securities that are not readily transferable.
4.Miscellaneous.
a.Survival. The warranties, representations and covenants of the Purchaser and AVRS contained in this Agreement shall survive the execution of this Agreement and the purchase and sale of the Shares.
b.Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, and not a facsimile signature.
c.Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, the Agreement.
534390
IN WITNESS WHEREOF, AVRS and the Purchaser have executed this Agreement as of the date first written above.
AVRS:
ADVANCED VOICE RECOGNITION SYSTEMS, INC.,
a Nevada corporation
By:
Name:Walter Geldenhuys
Title:President, CEO and CFO
Address:
Advanced Voice Recognition Systems, Inc
7659 E. Wood Drive
Scottsdale, Arizona 85260
Facsimile: (480) 626-5378
PURCHASER:
By:
Name:
Title:______________________________
Address:
534390
Did anyone get their low bids filled? I had 3 bid orders GTC submitted which should have filled when those 759850 shares traded at 0.0080 but none of my orders were touched, not even partial fills. I think this was an arranged trade between market makers somehow, off the market.
Did you cover before the big launch?
did U miss the RSSV 8-K about reverse split?
Some bullish investors think otherwise.
SEE STICKY POST!
New 8K,4/A,Guys...are_the_options_hindering upside price movement?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report ( Date of earliest event reported )
April 17, 2019 ( April 12, 2019 )
ALR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
000-30414
(Commission File No.)
7400 Beaufont Springs Drive
Suite 300
Richmond, Virginia 23225
(Address of principal executive offices) (Zip Code)
(804) 554-3500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
Outstanding options previously granted, to thirteen individuals identified below, to purchase an aggregate of 564,350,200 shares of common stock (“Option Shares”) were approved for amendment to extend the maturity date of the Option Shares to April 12, 2024 as follows:
Optionee Position Exercise Price Option Shares
Sidney Chan Chairman of the Board, Chief Executive Officer and Chief Financial Officer $0.002 560,000,200
Kenneth J. Robulak Director $0.015 1,000,000
Ronald Cheng Director $0.015 500,000
Peter Stafford Director $0.015 500,000
Steven Brassard Consultant $0.015 250,000
Barbara Dubiel Consultant $0.030 200,000
Timothy Co Consultant $0.015 250,000
Sherjo Evangelista Consultant $0.015 250,000
Lester Tolentino Consultant $0.015 300,000
David Manalili Consultant $0.015 250,000
Glen Reyes Consultant $0.015 300,000
Mark Reyes Consultant $0.015 250,000
Norbert Ricafranca Consultant $0.015 300,000
Completion of the amendment to extend the maturity date of the Option Shares is subject to the aforementioned individuals executing amendments to their option agreements reflecting the modification.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated this 17th day of April, 2019.
ALR TECHNOLOGIES INC.
BY: “Sidney Chan”
Sidney Chan
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director
Gunther Grant, Inc. Consolidated Financial Statements December 31, 2017
https://backend.otcmarkets.com/otcapi/company/financial-report/186992/content
$GNGR
share structure updated today 04/17/2019.
https://www.otcmarkets.com/stock/gngr/security
GNGR SECURITY DETAILS
Share Structure
Market Cap
3,084,552
04/16/2019
Authorized Shares
4,500,000,000
04/17/2019
Outstanding Shares
1,093,812,811
04/17/2019
Restricted
Not Available
Unrestricted
Not Available
Held at DTC
Not Available
Float
108,553,765
08/20/2018
Par Value
No Par Value
Market Value calculated only for respective security
Transfer Agent
Pacific Stock Transfer Co.
Shareholders
Shareholders of Record 16
08/25/2017
See this enclosed excerpt from the CEO's website, his words, not mine, however I'm not sure if this is still published on their website:
As of August 22, 2018 is:
- 108,553,765 shares in the float.
- Is profitable.
- Maintains a low overhead that is under 1% of the "NET PROFITS" (unheard of in any business)
- No financing needed as all orders are prepaid at retail level through websites and internet sales.
- Never been a shell company.
- No reverse stock splits.
- Never reverse merged.
- No ticker symbol change.
- No dilution
- No convertible debt or funding notes
Source: www.gugr.com/gngr-update.html
Gunther Grant, Inc. (GNGR) Has taken all of the elements that are the cause of business failures and eliminated them.
GNGR has created a corporate structure that guarantees GNGR can not fail under normal business procedures. Even many fortune 500 companies cannot duplicate this structure. Many corporations make small profits but at tremendous labor and overhead while GNGR's structure has all but eliminated operating, overhead and material costs while maintaining higher profit margins that exceed some of the nations TOP corporations including Apple, Berkshire Hathaway, Amazon and many of the fortune 500 companies.
When corporations fall on hard times, the first thing they do is lay off people to increase the bottom line. Labor is such a large cost factor for most businesses, but not for GNGR. Our labor costs and overhead combined are under 1% of the net. GNGR has almost no overhead to worry about and no, high cost labor issues.
-
We could not post this if it were not true AND we can prove it! Our operating and overhead costs come to less than 1% of the net profits, and the materials (sterling silver and gold) GNGR uses in castings costs GNGR below true market values allowing GNGR to sell close to or "AT" actual silver and gold market values and still make a very significant net profit that all of our competitors are unable to do including Tiffany & Co., Signet (Jared, Kay jewelers), and all major retailers and even China's Jewelry industry. If the world market price of Sterling Silver is $15.00 per ounce, GNGR can sell jewelry castings at $15.00 "or less" per ounce and still net a higher profit then most if not all fortune 500 companies.
-
How can GNGR cast and sell solid .925 sterling silver at actual or lower than silver market prices and make significant net profits at percentage levels that NO OTHER jewelry or any company we know of can match? That is one of our trade secrets.
Fake silver marked jewlery is a REAL threat. (click here)
-
Also this data about FAKE jewelry marked .925 and STERLING from:
The Society of American Silversmiths. (click here)
-
ALL GNGR CASTINGS ARE MADE IN THE USA and we used ONLY the highest grade USA sourced .925 and .999 pure silver. And .999 pure 22k gold that we reduce to 14k and 18k by adding silver copper or argnetium to make various colored gold tones by request (see our SKULLS for shades of gold on our PRODUCT$ page)
-
Our goal now is to continue to expand on that structure that has already provided worldwide sales and deliveries while keeping our costs under strict control so that GNGR cannot fail and always remains profitable. Many of our buyers are very skeptical at our prices and many actually took our purchased castings to jewelry stores to have them tested. All confirmed GNGR is using only pure .925 sterling silver in all our castings. Our feedback speaks for itself and or expansion worldwide is NOT going to slow down. To review feedback (click here)
-
Our costs are under such control, if we don't even take in one order, GNGR has hardly any expenses to cover. GNGR only incurs some additional minimal costs "after" orders are placed. And since orders are pre paid, GNGR also does not need any production financing or factoring receivables because we have no receivables.
-
GNGR had filed to be OTC current, with up to date financial's that were better than most (possibly all) OTC companies listed. GNGR posted the low float share structure and positive revenue. That coupled with proven continued sales, and new items being added to our line and a fantastic PR Newswire sent to the investment community has proven GNGR is a stable growing company. GNGR continues to expand and increase the reach to more buyers all over the globe.
UPDATE:
More updates coming soon.
LEGAL DISCLAIMER - Copyright 2018 Gunther Grant, Inc
PR: Gunther Grant Production Now in Nevada $GNGR
April 11, 2019 - 6:00 AM EDT
Gunther Grant Production Now in Nevada
HENDERSON, Nev., April 11, 2019 (GLOBE NEWSWIRE) -- Welcome back to Gunther Grant Inc. We have finally completed the transition from NY to Nevada and our production facility is fully up and operational. Shipping has commenced with many orders being shipped all over the globe. We are currently selling our successful line of items on ebay, etsy and we are taking the steps to list on Amazon.com. In addition we are looking into partnering with affiliate marketing websites who advertise products to their specific markets while we drop ship the orders directly.
Our continually updated website, www.GUGR.com has lots of information about our new product designs and mold making technologies used to make sterling silver and gold casting creations.
Our new best sellers!
Political items we create and sell, and continue to design, are popular with both political parties, and we anticipate sales of such items alone to out perform all other lines we sell combined. Our best political sellers are in the $50-$80 price range and we want be able to produce at least 100,000 pieces with additional equipment available at a moments notice in case we surpass that goal. With the political climate so divided we are anticipating sales to be far more than 100,000 pieces. Such items can be seen on our website and purchased on line. GNGR is a public company that designs, sells and ships profitable products worldwide!
GNGR
With the market wide open in this lucrative industry there is no limit to the potential reach and continued growth that can be achieved. GNGR has matured to a point of much better understanding of markets, products, customer demand and a sharpened focus on what works well. Our successful reduction of overhead costs and vastly diminished reliance on production financing, have enabled Gunther Grant to take full control of those two major factors that cause many other companies to fail.
We are pleased to continue to report that Gunther Grant has not engaged in stock dilution, reverse splits, reverse mergers, company name changes or stock symbol changes.
GNGR is solid, profitable and expanding.
I have said it before and ill say it again.
We are here to stay and we Ain’t goin anywhere!
“Grant Newsteder CEO”
Gunther Grant (ticker GNGR) is an OTC listed company
Our contact information is:
Gunther Grant
Email: Grant@GuntherGrant.com
Please follow us on Twitter: @gunthergrant1
Primary Logo
Source: GlobeNewswire (April 11, 2019 - 6:00 AM EDT)
News by QuoteMedia
Exercise price $0.015 -what does it mean?
Amended Statement of Changes in Beneficial Ownership (4/a)
Date : 04/16/2019 @ 5:16PM
The website www.alrt.com was updated on ~March 31 2019.
Update to website appears to be the patient and user login portal added.
But look what KALY did...triple-zero-UP-to-$0.04. No risk, no reward.
12.8M whale bid at $0.0011
PR: Hay Mountain Project State Mineral Exploration Permits
January 11, 2019
Liberty Star Uranium & Metals Corp.
LBSR: OTCPK
http://www.libertystaruranium.com/
FOR IMMEDIATE RELEASELiberty Star Pays Fees for Hay Mountain Project State Mineral Exploration Permits
TUCSON, AZ–(Jan 11, 2019)–Liberty Star Uranium & Metals Corp. (“Liberty Star” or the “Company”) (OTCPK: LBSR) announces renewal of two Arizona State Land Department Mineral Exploration Permits (MEPs) within the Company’s Hay Mountain Project in Cochise County, Arizona. The two MEPs cover 1,000 acres and are effective for one year.
Liberty Star holds 15 MEPs totaling 6640 acres, all within the Hay Mountain Project. The Company is current on all MEP renewal and assessment payments due on various dates throughout the year. Liberty Star also holds and is current on fees required for 57 Federal unpatented lode mining claims within the Hay Mountain Project area comprising an additional 1095 acres.
“This renewal and assessment process is critical to Liberty Star’s preservation of its critical underlying assets, and is a strong indicator of Management’s and the Board’s commitment to Liberty Star’s success. I commend the efforts of our staff to make this possible,” Brett I. Gross, President & CEO, Liberty Star Uranium & Metals Corp.
About Liberty Star
Based in Tucson, Arizona, Liberty Star is a public company trading under the symbol LBSR. Liberty Star’s copper/gold/moly exploration stage Hay Mountain Project involves a large geophysically and geochemically indicated mineralized footprint in the historically high-grade mineral region of Southeast Arizona. See our website identified above for more information.
Forward Looking Statements
Some statements in this release may be “forward-looking statements” for the purposes of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K for the year ended January 31, 2018, as updated from time to time in our filings with the Securities and Exchange Commission, most recently in the Company’s Quarterly Report for the period August 1, 2018 to October 31, 2018. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.
Follow Liberty Star Uranium & Metals Corp. on Agoracom.com, Facebook , LinkedIn & Twitter@LibertyStarLBSR
Contact:
Liberty Star Uranium & Metals Corp.
Tracy Myers
Investor Relations
520-425-1433
info@libertystaruranium.com
Update 901
This entry was posted in News Releases on January 11, 2019.Post navigation? President’s StatementMessage From The President ?
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RECENT NEWSSEC Form 8K: d/b/a Liberty Star Minerals in ArizonaMarch 28, 2019Message From The President February 26, 2019Liberty Star Pays Fees for Hay Mountain Project State Mineral Exploration Permits January 11, 2019President’s Statement December 10, 2018NR 214 – Liberty Star Appoints Brett Gross as Chief Executive Officer and Pete O’Heeron as Chairman of the Board of Directors December 7, 2018NAVIGATE
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2018 10K annual financial report posted, Friday fashion.
https://www.otcmarkets.com/filing/html?id=13331682&guid=_UD3UePo6P7qM3h
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
Commission file number 000-30414
ALR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
88-0225807
(I.R.S. Employer Identification No.)
7400 Beaufont Springs Dr, Suite 300
Richmond, Virginia 23225
(Address of principal executive offices, including zip code.)
(804) 554-3500
(telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:Securities registered pursuant to section 12(g) of the Act:NONECommon Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer[ ]Accelerated Filer[ ] Non-accelerated Filer[ ]Smaller Reporting Company[X] (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.05 as at June 30, 2018.
Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date. As at March 29, 2019 , 242,777,909 shares of the registrant’s common stock were outstanding.
TABLE OF CONTENTS
Page No. PART I Item 1.Business3Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments11Item 2.Properties11Item 3.Legal Proceedings12Item 4.Mine Safety Disclosure13 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities14Item 6.Selected Financial Data14Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations15Item 7A.Quantitative and Qualitative Disclosures About Market Risk27Item 8.Financial Statements and Supplementary Data28Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure52Item 9A.Controls and Procedures52Item 9B.Other Information54 PART III Item 10.Directors, Executive Officers and Corporate Governance55Item 11.Executive Compensation60Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters65Item 13.Certain Relationships and Related Transactions, and Director Independence67Item 14.Principal Accountant Fees and Services68 PART IV Item 15.Exhibits, Financial Statement Schedules69 Signatures70
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PART I
ITEM 1.BUSINESS.
Background
ALR TECHNOLOGIES, INC. (the “Company” or “ALRT”) was incorporated under the laws of the State of Nevada on March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance device.
In December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol “MBET.” On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR Technologies Inc. Subsequently the symbol was changed to “ALRT.”
On April 15, 2008, the Company incorporated a wholly owned subsidiary in Canada under the name Canada ALRTech Health Systems Inc. This inactive subsidiary was dissolved on October 4, 2016. Accordingly, ALRTech Health Systems Inc. has been deconsolidated from such date.
In late 2011, the Company relocated its headquarters to 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225.
During 2011, the Company received FDA clearance and achieved HIPPA compliance for its Diabetes Management System. With these key achievements and successful clinical trials completed, the Company began implementing its commercialization strategy which included a pilot program with patients in Kansas in 2014. The Company obtained significant findings from this pilot program which led to the development of its Insulin Dosage Adjustment, for which it received FDA clearance in 2017, and Predictive A1C, for which it has submitted for worldwide patent application under the patent cooperation treaty to the World Intellectual Property Organization. The Company is actively seeking to commence revenue generating activities.
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Products
ALR Technologies products utilize internet-based technologies to facilitate healthcare provider’s ability to monitor their patient’s health and ensure adherence to health maintenance activities.
The ALRT Diabetes Management System is a remote monitoring and care facilitation program that allows patients to upload the blood glucose data from their glucometers. ALRT Health Data Monitors monitor that data and, based on clinician approved protocols, provide advice, support and interventions when patients show blood glucose readings that are out of an acceptable range or if they are failing to test their blood glucose as prescribed. The ALRT System has been successfully proven in a clinical trial that demonstrated this type of remote care is associated with significant lowering of A1c levels. The study concluded that continuing intervention using an internet-based glucose monitoring system is an effective way of improving glucose control compared to conventional care. A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with comparable reductions in A1c levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS).
In the future, the Company may seek to adapt its System to be used in the management of other chronic diseases. The Company may be required to obtain additional clearance from the FDA prior to commencing selling activities in the United States for other disease states.
ALRT Diabetes Management System for Diabetes Monitoring
Diabetes is a leading cause of death, serious illness and disability across North America. In the United States, it is estimated that 26 million people have diabetes, with 4.5 million people being classified as insulin dependent. By the year 2030, it is expected that 1 in 10 adults, globally, will have diabetes (diagnosed and undiagnosed instances). By the year 2050, it is expected that 1 in 3 United States adults will have diabetes (diagnosed and undiagnosed instances). We believe diabetes is a global pandemic.
As a result, medical costs due to diabetes and its complications are enormous. In the United States, such costs are estimated to be over $245 billion a year. In Canada, where it is estimated there are 2 million people with diabetes, healthcare costs associated with diabetes is estimated to be more than $13 billion annually.
Diabetes is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the risk of developing the associated serious complications, thereby controlling healthcare costs. The Canadian Diabetes Association Clinical Practice Guidelines Expert Committee reports that “Successful diabetes care depends on the daily commitment of persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized around a multi- and interdisciplinary diabetes healthcare team that can establish and sustain a communication network between the person with diabetes and the necessary healthcare and community systems.”
However, as noted in Patrick Connole, “UnitedHealthcare, Other Large Insurers Seek Better Adherence to Diabetes Care”, Health Plan Week, February 11, 2013 Volume 23 Issue 5, 80% of United States patients with diabetes do not follow their prescribed care plan.
Furthermore, in Treatment intensification for patients with type 2 diabetes and poor glycaemic controlby Fu and Sheenan, it was noted that out 11,525 patients investigated with an A1c greater than 8% patients received intensification as follows:
37% within 6 months;11% within 6-12 months, and52% never
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ALRT Diabetes Management System (continued)
A study in 2013 by Khunti, Wolden, Thorstead, Anderson and Davies entitled Clinical inertia in people with type 2 diabetes: a retrospective cohort study of more than 80,000 people found that patients it took on average 19 months to escalate patients with an average A1c of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1c of 8.8% from dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average A1c of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified.
The Company’s Diabetes Management System provides an affordable and easy to use tool to provide the communication network as recommended by the Committee. Our Diabetes Management System includes a communications software platform that also enables health professionals to remotely monitor the health progress to patients with diabetes. This facilitates more timely and effective communication and coordination of care to these patients. This also results in positive behavior patterning, or re-patterning, of the patients.
The Diabetes Management System and the Company’s universal upload cable, are compatible with the majority of the major brands of glucose meters available for sale in the United States.
In August 2010, the Company received the results of a clinical trial conducted by Dr. Hugh Tildesley using the ALRT Health-e-Connect System. The trial showed A1c dropping from 8.8% to 7.6% for the Intervention Group using ALRT’s Health-e-Connect System as part of a diabetes management program. The A1c test is important in diabetes treatment management as a long-term measure of control over blood glucose for diabetes patients. According to Center for Disease Control and Prevention, “In general, every percentage drop in A1c blood test results (e.g. from 8% to 7%), can reduce the risk of microvascular complications (eye, kidney and nerve diseases) by 40%.” The trial served as the basis for an article titled “Effect of Internet Therapeutic Intervention on A1c Levels in Patients with Type 2 Diabetes Treated with Insulin” was published in the August 2010 Diabetes Care publication.
In July 2011, the follow-up results of the Dr. Tildesley clinical trial were published in the Canadian Journal of Diabetes . Dr. Tildesley conducted a 12-month study using Health-e-Connect System as an Internet Based Blood Glucose Monitoring System (IBGMS) to provide intensive blood glucose control to determine the effects of internet-based blood glucose monitoring on A1c levels in patients with type 2 diabetes treated with insulin. Dr Tildesley concluded that, “While IBGMS intervention was not a substitute for the patient–physician interaction in a clinical setting, it significantly improved A1c and, over time, we observed better glycemic control and patient satisfaction.”
In October 2011, the Company received 510(k) clearance from the U.S. Food and Drug Administration (FDA) for its Diabetes Management System (then known as the Health-e-Connect System) for remote monitoring of patients in support of effective diabetes management programs. The 510(k) clearance enables the Company to commence with the United States marketing and sales launch of its Health-e-Connect System.
On July 28, 2014, the Company entered into a pilot service agreement with Kansas City Metropolitan Physician Association (KCMPA), one of the nation's premier Accountable Care Organizations (ACO). Under the agreement, KCMPA, which made diabetes management a key focus of its Quality Improvement Plan, enrolled up to 200 of its patients with Type 2 diabetes into ALRT's Diabetes Management System. The pilot service agreement was effective nine months from the beginning date of patient enrollment and the intent was to allow 6 months of use for each patient enrolled in the system. The pilot program between ALRT and KCMPA represented the first commercial deployment of ALRT's Diabetes Management System. On September 9, 2014, the Company began enrolling patients with Type 2 diabetes and A1c levels above 8 percent into the pilot program trialing the Diabetes Management System.
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ALRT Diabetes Management System (continued)
In September 2014, the Company initiated its pilot program with one of the Kansas City Metropolitan Physician Association clinics to deploy its Diabetes Management System for up to 200 patients that fit certain criteria. As a result of the pilot program findings and general industry trends, the Company proceeded with developing three new innovations:
·Insulin Dosage Adjustment uses both American Diabetes Association (ADA) and American Association of Clinical Endocrinologists (AACE) guidelines for adjusting insulin, and·Predictive A1c, which converts blood glucose data uploaded into our Diabetes Management Systems and converts the large amount of data into a predicted or simulated A1C·Diabetes Therapy Review allows the healthcare providers to change care plans for patients on a timely basis based on the results of Predictive A1c and overall how patients are managing their diabetes
On January 1, 2015, the Center for Medicaid and Medicare Services began reimbursing physicians for the non-face-to-face management of Medicare patients with two or more serious chronic diseases. Physicians would be paid a per-patient-per-month fee for “Chronic Care Management” and the examination of data from a remote monitoring platform is considered a reimbursable activity by CMS. Therefore, the Company modified its System to conform to the requirements of the CMS reimbursement. These modifications permit the Company to market to medical groups throughout the United States with a product that will help physicians to draw down this new reimbursement as well as to potentially improve the outcomes of their patients.
On February 18, 2015, the Company filed a 510(k) application with the FDA to add a remote insulin dosing recommendation feature to the Company’s Diabetes Management System. The Company utilized the publicly available algorithm of the AACE & ADA. This feature allows the Company to regularly run a patient’s blood glucose data (and other key data) through the AACE and ADA algorithm. When the algorithm indicated that the patient’s dose may not be optimal, the Diabetes Management System would provide the healthcare provider that a dose change may be warranted and what the change would be based on AACE and ADA guidelines. The decision about the dose change would rest entirely with the healthcare provider. However, this new feature may make a significant contribution to improving the outcomes of diabetes patients if it allowed healthcare provider to keep their patients at the optimal dose for longer periods.
Preliminary data from the KCMPA pilot program indicated that a number of patients had achieved reductions in their A1c levels. On April 17, 2015, the Company signed a commercial contract with one of the KCMPA clinics, the Clay-Platte Family Medicine Clinic, to provide remote monitoring services. The Company has provided these services to date to Clay-Platte at no charge as it has provided the Company with continuous users as a sample population for its own strategic planning and business plan. The Company continues to actively provide services to Clay-Platte for certain of its patients.
On June 20, 2017, the Company filed a worldwide patent application under the PCT for its Predictive A1c feature to the World Intellectual Property Office.
On September 18, 2017, the Company received clearance from the FDA for its Insulin Dosage Adjustment feature within the Company’s Diabetes Management System.
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Potential Benefits of ALRT Diabetes Management System
Our Diabetes Management System resolves the expensive and complex care requirements with diabetes by taking a unique approach. While the science of diabetes care is well established and understood, there are disconnects in applying theory into practice. Our System is designed to connect the gap between the theory and practice of diabetes care. We believe the main gaps between theory and practice are:
Type 2 diabetes patients are well known for non-adherence to care plans; however, central to conventional diabetes care is patient self-management. A natural contradiction.From review of published papers, we came to the conclusion that healthcare providers are also responsible for unacceptable outcomes in diabetes care.
However, the challenges faced by healthcare providers are not related to their ability, rather:
they face a lack of timely and reliable blood glucose data, resulting in delays to advance therapy and sub-optimal insulin dosing.when reliable blood glucose data is available, there is "too much information" for a healthcare provider to analyse in a 15-minute clinical visit.
Based on our clinical trials and pilot, the platform will improve patient outcomes and with the new features will be able to track performance of the healthcare providers as well as patients. Patients utilizing the ALRT Diabetes Management System can realize many benefits. They can expect:
·More timely health care provider attention and action to existing or developing health conditions.Maximization of benefits from health management activities and medication.·Improved health outlook.
Health care providers can expect:
·More timely access to patient blood glucose data and trends·Better understanding of factors that affect patient condition and efficacy of prescribed health management program.·Increased ability to influence patient compliance behavior.·Higher reimbursements resulting from better documentation of post-consultation health care services and potential improvements in diabetes quality scores
Employer, Insurers, and other entities that help manage patient’s health also benefit when their health care providers or patients use the ALRT Diabetes Management System from:
·Improved health outlook for high cost diabetes patients.·Healthier and more productive employees.·Reduced number of claims and claims amounts for redundant or ineffective health management activities and medication.·Regular monitoring, supervision, and disease-related information provided to high-cost patients.·More effective wellness and disease management programs.·Ability to base co-pay amount or premium amount on level of compliance.
Our system monitors compliance of disease management activities, such as treatments, medications and diagnostic tests, alerts designated parties when a patient is noncompliant. Our system also facilitates intervention if the patient is deemed at-risk. Often, physicians and caregivers do not detect noncompliance until the next medical appointment when a patient comes to the clinic. We believe more timely intervention should result in substantial health benefits to the patient and significant cost savings. The ongoing monitoring of compliance data will also allow for evaluation of compliance behavior over time, resulting in behavior modification or education efforts when appropriate.
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Potential Benefits of ALRT Diabetes Management System (continued)
Industry data indicates that 50% or more of people on medications do not take them as prescribed, and that this non-compliance contributes to 10% of hospitalizations and billions of dollars spent annually in excessive and preventable healthcare costs. Reminding a person to take an action is the first step in our system; monitoring their actions and their data is the second and intervention when needed is the important follow-up.
With a specific focus on diabetes treatment plans, a recent study from the Temple University School of Pharmacy indicates that the U.S. could save over $9 billion annually by improving patient adherence. Currently, there is inadequate oversight around the buying, selling and appropriate use of diabetes self-glucose testing supplies. Attempts at oversight are fragmented, primarily paper-based, and rely on unverifiable patient reporting. We feel that policies requiring electronic verification of test supply utilization prior to providing refills of test strips, will improve accountability. The ALRT Diabetes Management System has the capability to monitor and document the results of testing to verify that accountability.
We believe the ALRT Diabetes Management System can provide solutions to overcome numerous obstacles and inefficiencies in the healthcare system, potentially saving the United States billions of dollars while providing improved healthcare levels, as measured by A1c, for its citizens.
Reimbursement for Health Professionals
The Company continues to work to obtain confirmation that the Diabetes Management System will allow for services to be provided by physicians that will be reimbursed by health insurance companies. The reimbursement will be a breakthrough as physicians will be paid to provide these important new services to their patients with chronic conditions.
Business Development and Marketing Strategy
The Company is focusing the majority of its efforts in introducing and marketing its Health-e-Connect System for medical clinics and health professionals to provide direct care to patients and be reimbursed by the patients’ health benefit plans as well as to employers due to the significant return on investment they can achieve by keeping employees/plan members healthy.
The Company is first targeting customers located in United States because of the large market potential but will also seek to obtain regulatory clearance and establish selling operations/agreements for sales and distribution in Canada, Europe, Australia and selected countries in Asia and South America.
Other Products
The Company’s main product is its Diabetes Management System.
Selling Activities
The Company is actively seeking alliances with health care organizations, pharmaceutical companies, insulin providers and other health care companies that can act as catalysts to effect positive change for containing health care costs and improving health outcomes. We will work with these types of organizations to introduce the ALRT Diabetes Management System to their network and seek to start significant pilot projects that will lead to revenue generating arrangements.
Manufacturers
The Company does not have any designated manufacturers at this time.
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Patents and Trademarks
·US Patent D446, 740 received on August 21, 2001 for Ornamental design of a Medication Alert Device in the shape of a heart.·US Patent D446,739 received on August 21, 2001 for Ornamental Design of a Medication Alert Device in the shape of a dog bone.·US Patent D447,074 received on August 28, 2001 for Ornamental Design of a Medication Alert Device in the shape of a stylized paw.·US Patent 6,934,220 received on August 23, 2005 entitled Portable Programmable Medical Alert Device.·US Patent 7,607,431 issued October 27, 2009 for patient compliance and remote monitoring of patient’s use of nebulizer compressors.
The Company has the following patent applications pending:
·Provisional Patent Application serial number 61/271,852 filed on July 27, 2009. Title is Patient Care Coordination System Including Home Use of Medical Apparatus.
The Company has the following patent applications under the PCT:
·PCT/CA2017/050753 dated June 27, 2017. Title is “method and system for monitoring a diabetes treatment plan”.
Competition
The Company competes with other corporations that produce diabetes compliance devices and monitoring systems, some of whom have greater financial, marketing and other resources than we do. A few companies currently offer compliance monitoring systems but either a) at much higher prices b) have fewer benefits than our system or c) they do not have FDA clearance. The Company’s competition includes, but is not limited to, Glooko, WellDoc, Medtronics, iGlucose and Microsoft HealthVault.
We feel none of these companies currently offer a comprehensive compliance system that offers the full spectrum of benefits and features that our Diabetes Management System does with the potential cost efficiencies.
Employees and Independent Contractors
The Company has no employees and 17 personnel under independent contractor and consulting arrangements. The consultants of the Company have contracts which outline their roles and responsibilities as independent contractor, as well as outlines the confidentiality requirements for all matters pertaining to the Company.
Recent Developments
On January 15, 2016, the Company announced that it has not been successful in finding follow on financing and accordingly reduced its operating budget by reducing its United States based sales and marketing program and diabetes care facilitation workforce. On January 31, 2016, the Company received the resignation of Mr. William Smith from the positions of President and member of the Board of Directors of the Company.
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On June 21, 2016, the Company accepted a proposal from Sidney Chan, the Chairman and Chief Executive Officer of the Company, to amend the existing credit agreement between the two parties to increase the borrowing limit on the line of credit provided to the Company from $7,000,000 to $8,500,000. All other terms and conditions remain unaltered. Mr. Chan and the Company had previously entered into a credit agreement on March 6, 2011, which was subsequently amended by amending agreements dated October 24, 2011, June 15, 2012, December 28, 2012, April 1, 2014 and May 29, 2015 whereby Mr. Chan agreed to make available to the Company a credit line equal to an aggregate of $7,000,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.
Under the terms of the proposal, in exchange for Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company would be required to:
·reduce the exercise price of the 466,666,667 shares of common stock under option to Mr. Chan from $0.015 to $0.002;·grant Mr. Chan the right and option to purchase, an additional 3,783,334,200 shares of common stock at a price of $0.002 per share for a term of five years from the date of execution of the amended credit agreement.·reduce the exercise price of the 93,333,400 shares of common stock under option to the spouse of Mr. Chan, Ms. Christine Kan, from $0.015 to $0.002;·grant Ms. Kan the right and option to purchase, an additional 606,667,100 shares of common stock at a price of $0.002 per share for a term of five years from the date of execution of the amended credit agreement
On December 20, 2016, certain stockholders who beneficially owned 122,998,482, or approximately 50.66%, of the combined voting power of the common stock consented in writing to increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000) shares, par value $0.001 per share. The Company filed a preliminary information statement with the SEC (“Securities and Exchange Commission”) but has not filed its definitive statement due to its deficient reporting status.
On January 27, 2017, the Company’s Board of Directors approved a 100:1 reverse share split of the Company’s common stock. The Company cannot complete its stock split due to its deficient reporting status with the SEC. Subsequently, on February 22, 2018, the Company’s Board of Directors approved a reversal of such share split. The initial reverse share split and subsequent reversal are pending approval from the Securities and Exchange Commission (“SEC”) and other regulatory bodies .
On November 27, 2017, the Company’s Board of Directors approved the grant of the option to 8,700,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years. 2,200,000 of the approved options were to a director of the Company and 6,500,000 were to consultants of the Company.
On January 31, 2018, the Company’s Board of Directors approved the following grants:
·the option to acquire 47,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years to 9 consultants of the Company, and·the option to acquire 200,000 shares of common stock of the Company at a price of $0.015 per share until April 19, 2019 to 1 consultant of the Company.
Of the options granted with a term of five years, options to acquire a total of 11,000,000 shares of common stock were granted to three relatives of the Chairman of the Board.
On June 3, 2018, the Company received notification that an option holder would be exercising their option to acquire 1,000,000 common shares of the Company at a price of $0.015 per share by extinguishing $15,000 of accounts payable owed by the Company. The Company has not yet issued the shares as certain of the option still had vesting conditions at December 31, 2018.
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On June 13, 2018, the Company’s Board of Directors approved the following grant:
·the option to acquire 5,000,000 shares of common stock of the Company at a price of $0.015 per share for a term of five years to one consultant of the Company.
On October 1, 2018, the Company’s Board of Directors approved the following grant:
·the option to acquire 300,000 shares of common stock of the Company at a price of $0.05 per share for a term of five years to two consultants of the Company.
Recent Developments – Subsequent to December 31, 2018
On February 4, 2019, the Company granted a consultant the option to acquire of total of 2,500,000 shares of common stock of the Company at a price of $0.035 per share for a term of five years.
On March 15, 2019, the Company granted the option to acquire 9,150,000 shares of common stock of the Company at a price of $0.035 per share. The option to acquire 2,500,000 shares of common stock was granted to one consultant and the option to acquire 6,650,000 shares of common stock was granted to one director.
Additional Financing
On September 25, 2017 the Company announced that it had authorized a private placement up to $5 million for the issuance of convertible debentures that are convertible into shares of common stock of the Company at a price of $0.05 per share (the “Note”).
On June 13, 2018 the Chairman and Chief Executive Officer (the “Chairman”) of the Company accepted a proposal from the board of directors of the Company to purchase the $5,000,000 convertible debenture financing (the “Financing”). The Note will be convertible for a period of 5 years, will bear interest at a rate of 8 percent per annum and will be repayable in 4 equal semi-annual instalments starting 42 months after its issuance until maturity. The Note will be transferable or saleable by the Chairman or other holder thereof, in whole or in part, at any time without notice to the Company.
On September 20, 2018, the parties agreed to increase the proposed Financing from $5,000,000 to $7,000,000. On October 25, 2018, the parties have to increase the proposed Financing from $7,000,000 to $8,500,000 (the “Amended Financing”). The Amended Financing will continue to be convertible into shares of common stock of the Company at $0.05 per share.
The Company and the Chairman are continuing discussions on a definitive agreement to implement the Note with the customary terms, conditions and representations of a commercial lending agreement. The closing of the Amended Financing and sale of the Note will not occur until such time that is 30 days subsequent to the confirmation of the Company’s first commercial sale of its diabetes management software program which has not yet occurred.
ITEM 1A.RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
ITEM 2.PROPERTIES
None.
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ITEM 3.LEGAL PROCEEDINGS.
Accounts payable and accrued liabilities as of December 31, 2018 include $180,666 (December 31, 2017 - $180,666) of amounts owing to a supplier, which the Company has previously disputed and has refused to provide payment. The amount payable stems from services provided during 2004. The vendor has not sought any actions to collect the amounts and management does not expect to ever pay this amount. Management asserts that the Company has no obligation to the vendor as the vendor did not perform the work sought as expected and the Company never took possession of the end product. The outcome of this matter cannot be determined at this time. Any additional liability realized, if any, will be recognized once the amount is determinable. Any gain on settlement of the account payable will be recorded in the period that an agreement with the supplier is reached and the amount becomes determinable.
Included in notes payable and accrued interest payable, are the following recognized liabilities which have involved legal proceedings:
1) Mr. H. Gordon Niblock
During 2009, the following judgment was rendered: Niblock Financial Systems, Inc. et al v. ALR Technologies, Inc. Forsyth County North CarolinaFile Number 0-9-CVS-2220 . The judgment against the Company was in the amount of $600,000 in favor of Niblock Financial Systems, Inc. and $550,000 in favor of H. Gordon Niblock, plus court costs and attorney’s fees. The judgment was rendered as a result of the Company’s failure to pay amounts due under several promissory notes. On September 30, 2009, subject to the entry of that judgment, the Company reached a Settlement Agreement with the two plaintiffs, resulting in a cash payment, a credit to the judgment and an assignment of the Judgment to Christine Kan.
As part of the Settlement Agreement Mr. Stan Cruitt, a Director of the Company at the time assigned unsecured advances payable by the Company totaling $425,000 with no stated terms of interest or repayment to the plaintiffs. As part of the Settlement Agreement, the Company agreed to the following repayment terms:
- $300,000 repayable at a rate of $25,000 per month evidenced by a promissory note; and
- $125,000 repayable in whole by January 15, 2011.
The plaintiffs (Niblock Financial Systems, Inc. et al) filed a motion of default against the Company (ALR Technologies, Inc.) in the Superior Court of Forsyth County, North Carolina ( case number 10-CVS-685 ) for failure to meet the repayment terms of the $300,000 promissory note. On October 26, 2010, case 10-CVS-685 was heard and the court found in favor of the plaintiff, meaning the Company was ordered to repay full principal of $300,000 along with $11,000 of accrued interest from the original settlement date, being September 30, 2009. During the 2017 fiscal year, the Company determined it would be appropriate to accrue interest of 8% on the principal outstanding from the judgement date onward. Previously, the Company had recorded imputed interest on the amount as there was no legal requirement for the Company to pay interest on the principal. As a result, during the 2017 fiscal year the Company reversed the imputed interest, recorded the accrued interest and recorded the difference as a recovery of expense.
DTII reduces debt Press Release 03/27/2017
March 27, 2017
OTC Disclosure & News Service
https://www.otcmarkets.com/stock/DTII/news/DTII-reduces-debt?id=154218
Las Vegas, NV —
This release includes additional documents. Select the link(s) below to view.
2017 03 27 # 56 DTII reduces debt.pdf
Released March 27, 2017
Defense Technologies International Announces Reduction in Debt
Las Vegas NV Defense Technologies International Corp. (OTCQB DTII) (The Company), a developer of security technologies announced today it has reduced its corporate debt by almost a half million dollars.
As reflected in the companys latest quarterly SEC Filing, Defense Technologies InternationalCorp. has reduced its liabilities by $436,773 and increased its capital by $920,420 during the months of November 2016 to January 31, 2017.
Defense Technologies remains committed to reducing liabilities and starting production of its Non-X-ray Scanner in the very near future. We appreciate and thank all our shareholders for their support, stated Defense Technologies InternationalCorp. CEO Merrill Moses.
As part of the financial improvements for the Company, three creditors agreed to retire their outstanding claims against Preferred Shares at a conversion rate of One Preferred to Ten Common Restricted Shares.
In addition, the Company retired a Convertible Note with a cash payment of $49,377.22.
The Companys current goal is to raise capital in order to start the production and marketing of its Passive Security Scan Portal for use at schools, universities, and commercial buildings, added Mr. Moses.
The Companys Business - The Offender Alert Passive Scan
The Companys 'Offender Alert Passive Scan' is a unique next generation walk-through detector scanning unit. This patented and trademarked passive scanning system allows for detecting and identifying concealed threats such as guns, knives, etc. Unlike other scanners the public is more familiar with, Passive Security Scan does NOT use X-rays to detect threats.
Serious health concerns have been raised over the repeated exposure to X-rays from other scanning machines currently in use. The Offender Alert Passive Scan scanner technology is based on the Earth Magnetic Fields has no emission whatsoever and is therefore extremely safe and harmless to the person passing through our portal.
Our Website: http://www.defensetechnologiesintl.com/
Video of the Passive Security Scan Portal:
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$0.0015 75,000 OTO 09:55:29
Bitcoin+crypto_stocks getting some big buying action GAHC, AVRN coming...
Brand new $LBAS 8-K SEC filing this morning!
Is NUVI into bitcoin cryptocurrency?
10Q+10K_are_expected_within_next_1-20_days.
NUVI Bryan S. Glass #Custodian of EMO Capital Corp.
update: 03/12/2019 Order Granting the Application for the Appointment of Bryan S. Glass as #Custodian of EMO Capital Corp. Pursuant to NRS 78.347(1)(b) #custodianplay
$NUVI 03/12/2019 Order Granting the Application for the Appointment of Bryan S. Glass as #Custodian of EMO Capital Corp. Pursuant to NRS 78.347(1)(b) #custodianplay pic.twitter.com/bjpUQexVQY
— DazeTrader (@DazeTrader) March 12, 2019
Carl raised bid price to $0.86. NEWS-PR enclosed.
Cboe Global Markets : Voltari 13D Filing From Carl Icahn Shows He Sent Letter To Co. Board Related To Potential Acquisition Of Remaining Shares At Raised Price Of $0.86/Share In Cash
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03/05/2019 | 06:05pm EST
Voltari 13D Filing From Carl Icahn Shows He Sent Letter To Co. Board Related To Potential Acquisition Of Remaining Shares At Raised Price Of $0.86/Share In Cash
Benzinga Newsdesk 3/5/2019 4:26:03 PM
March 5, 2019Board of DirectorsVoltari Corporation767 Fifth AvenueNew York, New York 10153Ladies & Gentlemen:As you know, on December 7, 2018, High River Limited Partnership and its affiliates ('us' orMarch 5, 2019
Board of Directors
Voltari Corporation
767 Fifth Avenue
New York, New York 10153
Ladies & Gentlemen:
As you know, on December 7, 2018, High River Limited Partnership and its affiliates ('us' or 'we') offered to acquire the remaining shares of common stock, $0.001 par value per share ('Common Stock'), of Voltari Corporation ('Voltari') not owned by us, in a transaction pursuant to which Voltari stockholders would receive $0.58 per share in cash for their shares of Common Stock. On February 19, 2019, we amended our offer to increase the offer price to $0.68 per share and on February 25, 2019, we again amended our offer to increase the offer price to $0.80 per share.
We hereby further increase our offer to $0.86 per share of Common Stock in cash, subject to the same conditions set forth in our original offer letter.
We look forward to hearing from you.
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member
By: /s/ Keith Cozza
Name: Keith Cozza
Title: Secretary and Treasurer
Attachments
Original document
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Disclaimer
CBOE Holdings Inc. published this content on 05 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 March 2019 23:04:08 UTC
https://www.marketscreener.com/CBOE-GLOBAL-MARKETS-6306029/news/Cboe-Global-Markets-Voltari-13D-Filing-From-Carl-Icahn-Shows-He-Sent-Letter-To-Co-Board-Related-T-28116401/?utm_medium=RSS&utm_content=20190305
Are you still here adijas?
It's just the algorithms pinging the market.
I'm seeing a close around .0034
$AVRN #bitcoin stock, 26M share low float. 10K + 3 new 10Q published Jan-Feb 2019. Transfer agent verified 02/07/2019. Still early play here, time to get in near bottom. @i_like_bb_stock @funnyG986
#Bitcoin #cryptocurrency #blockchain
https://www.otcmarkets.com/stock/avrn/disclosure
$AVRN #bitcoin stock, 26M share low float. 10K + 3 new 10Q published Jan-Feb 2019. Transfer agent verified 02/07/2019. Still early play here, time to get in near bottom. @i_like_bb_stock @funnyG986 https://t.co/1dKvJ5Qo11 … Avra Inc. team of #Bitcoin #cryptocurrency #blockchain pic.twitter.com/DKJvDEhvAj
— DazeTrader (@DazeTrader) February 19, 2019
$0.01 floor price for convertible note; copper run in progress, please stand by... see 8K.
On January 7, 2019, the Company entered into an allonge agreement with the holders of these notes. Pursuant to this agreement, a $0.01 floor price has been established for the conversion price on these notes.
On February 6, 2019, the Company amended the agreement with the holders of these notes. The parties have agreed to a nine month standstill of the conversion provisions for $392,000 of the convertible debt, giving the Company time to repurchase the debt. The floor price of $0.01, as previously granted, has not been revised.
https://www.otcmarkets.com/filing/html?id=13219565&guid=OtEtUpw5UPCxxth
Lets see the power hour copper run!
Chart shows above $0.05 blue sky territory for this fast breakout mover! $ALRT @alrtechnologies Diabetes Solution, a comprehensive approach to diabetes care that includes: a #FDA cleared and #HIPAA compliant #diabetes system http://www.alrt.com @vendbienjon @massivegains10 @jasik
$ALRT clear $0.05 & blue sky territory for this fast breakout mover! @alrtechnologies Diabetes Solution, a comprehensive approach to diabetes care that includes: a #FDA cleared and #HIPAA compliant #diabetes system https://t.co/rwG3wSoYfQ @vendbienjon @massivegains10 @jasik pic.twitter.com/PkDpPrU3G4
— DazeTrader (@DazeTrader) February 15, 2019
Governor Ricardo-Rosselló signs the cultivation of hemp on the island
here is the interesting article in english language:
Order the cultivation of hemp
The governor gives way to the planting of this plant, which could yield profits of $ 500 million
Maricarmen Rivera Sánchez, EL VOCERO 02/13/2019 8
Governor Ricardo Rosselló signs the executive order that gives way to the cultivation of hemp on the island.> Supplied
Governor Ricardo Rosselló decided to make the growing of hemp possible in Puerto Rico. The president signed yesterday the order that deals with an issue that is stuck in the Legislature.
"I am going to sign an executive order that allows us to open the hemp industry. Through the federal law of 2018, now the Department of Agriculture can establish procedures and conditions to carry out this market, "Rosselló said in a visit to Aguada. "It is a market with more than 25,000 products that bring hundreds of millions that do not exist in Puerto Rico and this will allow us to give more employment to the working class, business and farmers."
The chief executive explained that the federal law allows the Department of Agriculture to enter this industry. As he said, the agency already did this by means of a circular letter. He affirmed that with the executive order he intends to insert the Department of Public Security and the Department of Economic Development and Commerce into this process.
Hemp is grown for industrial purposes. The entire plant - including its stems, seeds and flowers - is harvested to produce oil, food, paper, textiles, fiber and topical ointments.
"This is an industry of over $ 500 million and 25,000 products and is growing. Puerto Rico has a competitive advantage because it can be planting all year round. It is one of those industries that are new to Puerto Rico, that bring new capital and create new jobs, "Rosselló added. "We are strengthening (the circular letter of Agriculture) giving the dimension of Public Safety, Economic Development. This gives him the scaffolding to carry this industry and we will follow the public policy that had been outlined in the administrative order ".
The Legislature has pending a project on hemp, but it has not been approved after the Senate introduced dozens of amendments to the measure.
The executive order creates a committee that is supposed to advise Rosselló on this issue. It will be integrated by the Secretaries of Agriculture, Public Security and Economic Development and Commerce. Among other tasks, they should advise the governor on the necessary regulations to direct the project.
At the US level, the Farm Bill allows the cultivation of industrial hemp under the tutelage of federal Agriculture and eliminates jurisdiction under the Controlled Substances Act.
Back to Rivera Marín
On the other hand, the governor rejected that the Secretary of State, Luis Rivera Marín, has resigned or that he has withdrawn his trust. He reiterated that the absence of the official is not due to the versions about the plane with humanitarian aid to Venezuela, but to a trip with his wife.
"The Secretary of State has not resigned, he is not dismissed. You have my confidence Since October he has been planning a trip with his wife and went on a trip, "Rosselló said. "It is not a temporary resignation. It is a vacation that the secretary took and he had gladly authorized it a while ago, "he said.
https://www.elvocero.com/gobierno/ordena-el-cultivo-del-c-amo/article_2e597c42-2f2c-11e9-9865-8bc735c61788.html
MarathonGroup Enters Rapidly Growing Cannabis Hemp CBD WellnessIndustry With A Newly Formed Wholly Owned Subsidiary MarathonRx, Inc.Press Release | 02/13/2019
WATERBURY, CT, Feb. 13, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Marathon Group Corp. (OTC PDPR) (the “Company” or “Marathon”) is pleased to announce the formation of their new subsidiary MarathonRx, Inc.
Marathon has extensive experience in the retail and online technology markets. As a result, a move to expand their services into the CBD wellness marketplace will help both small and large companies deal with the complexities of the unique cannabis industry.
The CBD market is extensive, ranging from medical uses to supplements to edibles. In addition to the benefits to humans, there is a huge market for animal and pet use of CBD products. As a result of the wide ranging uses of CBD products, the size of the hemp CBD market alone is projected to reach $22 billion dollars per year in consumer sales by 2022.
This exponential growth will need to be serviced by specialized technological solutions. Research reports from various industry experts, including Deloitte, Brightfield Group and others, indicate the CBD market could outpace and outgrow the marijuana market in the next few years. Marathon's expertise in point-of-sale solutions, e-commerce, advertising, digital marketing and more, is a perfect fit for providing these solutions.
“We are very excited about the formation of MarathonRx. Our ability to rapidly scale our technology from small to large businesses will facilitate strong growth of our subsidiary. Additionally, we can tailor our technology to meet the specific needs of the dynamic cannabis industry,” stated MacDonald Tudeme, President and CEO of Marathon.
MarathonRx’s mission is to deliver the highest quality products and services to capture a piece of an industry that is projected to be worth over $100 billion by 2025 in the US and $146 billion worldwide.
MarathonRx has laid the groundwork for a rapid move into the CBD field. Discussions are already underway with various labs and suppliers of top quality CBD products. You can stay up to date with our progress by visiting our website: http://www.marathonrx.com and subscribing to our newsletter for updates.
About MarathonRx, Inc.
MarathonRx is a wholly owned subsidiary of Marathon Group Corp. (OTC: PDPR), formed to explore the various opportunities that are available in the booming legal cannabis industry. As the regulatory landscape continues to evolve for cannabis products and services, MarathonRx will leverage its parent company’s proven expertise in point-of-sale solutions, digital marketing, e-commerce, advertising and lead generation.
About Marathon Group Corp
Marathon Group Corp. (PDPR) is a Connecticut-based software company engaged in web property development, focused on solving problems faced by small and medium size businesses.
Safe Harbor Statement
The matters discussed, particularly information regarding future revenue, earnings, business plans and goals, consist of forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor created by these sections and involve risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. Such statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially. The Company undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking information contained herein is subject to the risk factors and uncertainties described in the Company’s filings with the Securities and Exchange Commission, which risk factors and uncertainties are incorporated by reference as though fully set forth herein.
MacDonald Tudeme jasmactt@gmail.com
$TNKE Secured Non-Toxic Commitment $2.5M Dollars, Private China Investor. I'm very curious what type of acquisitions the company has made. Imagine if it's cannabis and cryptocurrency related... Stock price won't be going any lower than where we are now.
PR here: Las Vegas, NV -- March 15, 2018 -- InvestorsHub NewsWire -- Tanke, Inc. (TNKE) Tanke Inc. is pleased to announce that it has received an investment commitment of $2.5M Dollars from a private investor in China.
We will use these funds to Acquire planned acquisitions. We are staying the course for our growth initiative and development plans. Management plans to rapidly grow the company in 2018.
As stated in our previous announcement we have no plans of a reverse split or plans to increase our authorize shares. Filings and disclosures are currently being worked on by our law firm. We planned to be Current with OTC Markets very soon.
Tanke Inc. and its lawyers are currently investigating members of the Ihub TNKE Message Board for posting false statements about the company to bring down the price for their personal convenience.
Tanke Inc, The Company will keep the investment community and its shareholders informed of the entire process as the details continue to develop.
About Tanke Inc
Tanke Inc. is a developmental stage diversified holding company, with the mission to develop, manage and finance emerging companies in high growth industries. Tanke is focused in the development of environmental technologies.
TNKE Share Structure updated, transfer agent verified.
Market Cap 465,379 02/11/2019
Authorized Shares 995,000,000 02/08/2019
Outstanding Shares 664,827,802 02/08/2019
Restricted Not Available
Unrestricted Not Available
Held at DTC Not Available
Float 314,924,400 06/30/2015
How long were you able to hold your position? What price did you avg sell?