UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended ~~September 30,~~December 31, 2019

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from ______________ to_______________

Commission file number: 000-56074

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada

30-0983531

State or other jurisdiction

of
incorporation or organization)

(I.R.S. Employer

Identification No.)

275 Shoreline Drive, Suite 150

Redwood City, California 94065

(Address of principal executive offices)

(650) 832-1626

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check 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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]
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 financial standards provided pursuant to Section 13(a) of the Exchange Act. [X]

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

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~32,216,564~~32,593,769 shares of Common Stock, $0.001 par value, at ~~November~~February 13, ~~2019.~~2020. As at that same date, the Company also has ~~3,881,423~~3,788,062 Exchangeable Shares outstanding that convert directly into common shares, which when combined with its Common Stock produce an amount equivalent to ~~36,097,987~~36,381,831 outstanding voting securities.

BIOTRICITY INC.

Part I – Financial Information	3

Item 1 – Condensed Consolidated Financial Statements	3
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	2826
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	3533
Item 4 – Controls and Procedures	3533
Part II – Other Information	3634
Item 1 – Legal Proceedings	3634
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	3634
Item 3 – Defaults Upon Senior Securities	3634
Item 4 – Mine Safety Disclosures	3634
Item 5 – Other Information	3634
Item 6 – Exhibits	3634
Signatures	3735

PART 1

FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at ~~September 30,~~December 31, 2019(unaudited)and March 31, 2019(audited)	4

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019 and 2018(unaudited)	5

Condensed Consolidated Statements of Stockholders’ Deficiency for the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2019 and 2018(unaudited)	6

Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~September 30,~~December 31, 2019 and 2018(unaudited)	10

Notes to the Condensed Consolidated Financial Statements	11

BIOTRICITY INC.

~~BIOTRICITY INC.~~

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT ~~SEPTEMBER 30,~~DECEMBER 31, 2019 (unaudited) and MARCH 31, 2019 (audited)

(Expressed in US Dollars)

As at
September 30, 2019

As at
March 31, 2019

(unaudited) (audited)
$ $
CURRENT ASSETS
Cash 42,732 63,647
Accounts receivable, net 486,435 208,099
Inventory, net 32,646 24,604
Harmonized sales tax recoverable 68,937 59,925
Deposits and other receivables 30,363 101,385
Total current assets 661,113 457,660

NON-CURRENT ASSETS
Deposits and other receivables 33,000 33,000
Right-of-use asset[Note 9] 363,648 -
TOTAL ASSETS 1,057,761 490,660

CURRENT LIABILITIES
Accounts payable and accrued liabilities[Note 4] 1,945,860 1,400,642
Convertible promissory notes and short-term loans[Note 5] 3,643,274 867,699
Lease obligation, current[Note 9] 199,710 -
Total current liabilities 5,788,844 2,268,341

NON CURRENT LIABILITIES
Lease obligation, long term[Note 9] 166,992 -
TOTAL LIABILITIES 5,955,836 2,268,341

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 authorized as at September 30 and March 31, 2019, respectively, 1 share issued and outstanding as at September 30 and March 31, 2019, respectively[Note 7] 1 1
Common stock, $0.001 par value, 125,000,000 authorized as at September 30 and March 31, 2019, respectively. Issued and outstanding common shares: 31,910,330 and 31,048,571 as at September 30 and March 31, 2019, respectively, and exchangeable shares of 4,181,423 and 4,313,085 as at September 30 and March 31, 2019, respectively[Note 7] 36,092 35,362
Shares to be issued (6,250 and 62,085 shares of common stock as at September 30 and March 31, 2019, respectively)[Note 7] 3,625 91,498
Additional paid-in-capital 34,993,295 33,889,916
Accumulated other comprehensive loss (793,878 ) (754,963 )
Accumulated deficit (39,137,210 ) (35,039,495 )
TOTAL STOCKHOLDERS’ DEFICIENCY (4,898,075 ) (1,777,681 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY 1,057,761 490,660

	As at December 31, 2019			As at March 31, 2019
	(unaudited)			(audited)
	$			$
CURRENT ASSETS
Cash		4,353,762			63,647
Accounts receivable, net		628,530			208,099
Inventory, net		98,254			24,604
Harmonized sales tax recoverable		72,421			59,925
Deposits and other receivables		29,379			101,385
Total current assets		5,182,346			457,660

NON-CURRENT ASSETS
Deposits and other receivables		33,000			33,000	��
Operating lease right-of-use asset[Note 9]		314,060			-
TOTAL ASSETS		5,529,406			490,660

CURRENT LIABILITIES
Accounts payable and accrued liabilities[Note 4]		2,069,476			1,400,642
Convertible promissory notes and short-term loans[Note 5]		4,261,810			867,699
Operating lease obligation, current[Note 9]		206,287			-
Total current liabilities		6,537,573			2,268,341

NON-CURRENT LIABILITIES
Derivative liabilities[Note 6]		791,626			-
Operating lease obligation, long term[Note 9]		112,708			-
TOTAL LIABILITIES		7,441,907			2,268,341

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 authorized as at December 31 and March 31, 2019, respectively, 1 special voting preferred share issued and outstanding as at December 31 and March 31, 2019, respectively[Note 7]		1			1
Series A Preferred stock, $0.001 par value (20,000 and nil shares designated as authorized as at December 31 and March 31, 2019, respectively); 6,000 and nil shares issued and outstanding as at December 31 and March 31, 2019, respectively[Note 7]		6			1
Common stock, $0.001 par value, 125,000,000 authorized as at December 31 and March 31, 2019, respectively. Issued and outstanding common shares: 32,410,330 and 31,048,571 as at December 31 and March 31, 2019, respectively, and exchangeable shares of 3,881,423 and 4,313,085 as at December 31 and March 31, 2019, respectively[Note 7]		36,292			35,362
Shares to be issued (102,578 and 62,085 shares of common stock as at December 31 and March 31, 2019, respectively)[Note 7]		64,312			91,498
Additional paid-in-capital		40,547,471			33,889,916
Accumulated other comprehensive loss		(1,028,698	)		(754,963	)
Accumulated deficit		(41,531,886	)		(35,039,495	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(1,912,502	)		(1,777,681	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		5,529,406			490,660

Commitments and Contingencies [Note 10]

Subsequent events [Note 11]

See accompanying notes to condensed consolidated interim financial statements

BIOTRICITY INC.

~~BIOTRICITY INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2019 AND 2018

(Expressed in US Dollars)

Three Months
Ended
September 30,
2019 Three Months
Ended
September 30,
2018 Six Months
Ended
September 30,
2019 Six Months
Ended
September 30,
2018
(unaudited) (unaudited) (unaudited) (unaudited)
$ $ $ $

REVENUE 345,906 84,760 672.906 102,420
Cost of revenue 114,216 47,118 226,302 56,918
NET REVENUE 231,690 37,642 446,604 45,502

EXPENSES
General and administrative expenses[Notes 7, 8 and 9] 2,021,279 2,026,523 4,112,297 4,154,829
Research and development expenses 218,525 187,859 432,021 487,930
TOTAL OPERATING EXPENSES 2,239,804 2,214,382 4,544,318 4,642,759

Accretion expense[Note 5] - - - -
Change in fair value of derivative liabilities[Note 6] - - - -
NET LOSS BEFORE INCOME TAXES (2,008,114 ) (2,176,740 ) (4,097,714 ) (4,597,257 )

Income taxes - - - -
NET LOSS (2,008,114 ) (2,176,740 ) (4,097,714 ) (4,597,257 )

Translation adjustment (16,329 ) 112,866 (38,915 ) 10,217

COMPREHENSIVE LOSS (2,024,443 ) (2,063,874 ) (4,136,629 ) (4,587,040 )

LOSS PER SHARE, BASIC AND DILUTED (0.056 ) (0.066 ) (0.115 ) (0.142 )

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 35,659,133 32,819,848 35,650,380 32,377,274

	Three Months Ended December 31, 2019			Three Months Ended December 31, 2018			Nine Months Ended December 31, 2019			Nine Months Ended December 31, 2018
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
	$			$			$			$

REVENUE		381,899			117,640			1,054,805			220,060
Cost of revenue		100,782			27,504			327,084			84,422
NET REVENUE		281,117			90,136			727,721			135,638

EXPENSES
General and administrative expenses[Notes 7, 8 and 9]		2,179,928			1,861,113			6,292,225			6,015,942
Research and development expenses		447,639			401,271			879,661			889,201
TOTAL OPERATING EXPENSES		2,627,567			2,262,384			7,171,886			6,905,143

Accretion expense[Note 5]		26,058			-			26,058			-
Change in fair value of derivative liabilities[Note 6]		(1,503	)		-			(1,503	)		-
NET LOSS BEFORE INCOME TAXES		(2,371,005	)		(2,172,248	)		(6,468,720	)		(6,769,505	)

Income taxes		-			-			-			-
NET LOSS BEFORE DIVIDENDS		(2,371,005	)		(2,172,248	)		(6,468,719	)		(6,769,505	)
Less: Preferred stock dividends (Note 7)		23,671			-			23,671			-
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(2,394,676	)		(2,172,248	)		(6,492,391	)		(6,769,505	)

Translation adjustment		(234,820	)		222,217			(273,735	)		232,434

COMPREHENSIVE LOSS		(2,629,496	)		(1,950,031	)		(6,766,126	)		(6,537,071	)

LOSS PER SHARE, BASIC AND DILUTED		(0.066	)		(0.064	)		(0.181	)		(0.206	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		36,176,520			33,892,765			35,826,398			32,884,003

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)

	Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total
	Shares		$		Shares		$		Shares		$		$			$			$			$
September 30, 2019 (unaudited)		1		1		36,091,753		36,092		6,250		3,625		34,993,295			(793,878	)		(39,137,210	)		(4,898,075	)

Issuance of preferred stock [Note 7]		6,000		6		-		-		-		-		5,999,994			-			-			6,000,000

Issuance of shares for services [Note 7]		-		-		200,000		200		96,328		60,687		97,800			-			-			158,687

Issuance of warrants for services [Note 7]		-		-		-		-		-		-		25,752			-			-			25,752

Issuance of warrants pursuant to promissory notes [Notes 5 and 7]		-		-		-		-		-		-		68,057			-			-			68,057

Stock based compensation - ESOP [Note 7]		-		-		-		-		-		-		155,702			-			-			155,702

Translation adjustment		-		-		-		-		-		-		-			(234,820	)		-			(234,820	)

Derivative liabilities adjustment		-		-		-		-		-		-		(793,129	)		-			-			(793,129	)

Net loss for the period		-		-		-		-		-		-		-			-			(2,394,676	)		(2,394,676	)

December 31, 2019 (unaudited)		6,001		7		36,291,753		36,292		102,578		64,312		40,547,471			(1,028,698	)		(41,531,886	)		(1,912,502	)

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018 (UNAUDITED)

	Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital		Accumulated other comprehensive (loss) income			Accumulated deficit			Total
	Shares		$		Shares		$		Shares		$		$		$			$			$
September 30, 2018 (unaudited)		1		1		33,330,607		33,331		32,083		80,216		30,935,575		(632,912	)		(31,044,687	)		(628,476	)

Issuance of shares for private placement		-		-		1,025,534		1,026		-		-		1,218,511		-			-			1,219,537

Issuance of shares for services		-		-		46,666		47		179,583		67,134		60,752		-			-			127,933

Issuance of warrants for services		-		-		-		-		-		-		7,784		-			-			7,784

Stock based compensation - ESOP [Note 7]		-		-		-		-		-		-		372,523		-			-			372,532

Translation adjustment		-		-		-		-		-		-		-		222,216			-			222,216

Net loss for the period		-		-		-		-		-		-		-		-			(2,172,248	)		(2,172,248	)

December 31, 2018 (unaudited)		1		1		34,402,807		34,403		211,666		147,350		32,595,145		(410,696	)		(33,216,935	)		(850,731	)

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE ~~THREE~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2019 AND 2018 (UNAUDITED)

Preferred
stock Common stock and
exchangeable
common shares Shares to be
Issued Additional
paid in
capital Accumulated
other
comprehensive
(loss) income Accumulated
deficit Total
Shares $ Shares $ Shares $ $ $ $ $
June 30, 2019 (unaudited) 1 1 35,415,076 35,415 412,500 309,375 34,296,458 (777,549 ) (37,129,096 ) (3,265,396 )

Issuance of shares for private placement [Note 7] - - 25,000 25 - - 14,538 - - 14,563

Issuance of shares for services [Note 7] - - 651,677 652 (406,250 ) (305,750 ) 447,635 - - 142,536

Issuance of warrants for services [Note 7] - - - - - - 79,669 - - 79,669

Stock based compensation - ESOP [Note 7] - - - - - - 154,996 - - 154,996

Translation adjustment - - - - - - - (16,329 ) - (16,329 )

Net loss for the period - - - - - - - - (2,008,114 ) (2,008,114 )

September 30, 2019 (unaudited) 1 1 36,091,753 36,092 6,250 3,625 34,993,295 (793,878 ) (39,137,210 ) (4,898,075 )

Preferred
stock Common stock and
exchangeable
common shares Shares to be
Issued Additional
paid in
capital Accumulated
other
comprehensive
(loss) income Accumulated
deficit Total
Shares $ Shares $ Shares $ $ $ $ $
June 30, 2018 (unaudited) 1 1 32,311,978 32,312 88,500 176,572 28,685,030 (745,778 ) (28,867,946 ) (719,808 )

Issuance of shares for private placement - - 669,2258 669 - - 1,304,274 - - 1,304,943

Issuance of shares for services - - 184,830 185 (56,417 ) (96,356 ) 366,661 - - 270,490

Exercise of options for cash - - 164,574 165 - - (165 ) - - 50,835
Issuance of warrants for services - - - - - - 271,843 - - 271,843

Stock based compensation - ESOP [Note 7] - - - - - - 372,932 - - 372,932
Issuance cost - - - - - - (65,000 ) - - (65,000 )

Translation adjustment - - - - - - - 112,866 - 112,866

Net loss for the period - - - - - - - - (2,176,740 ) (2,176,740 )

September 30, 2018 (unaudited) 1 1 33,330,607 33,331 32,083 80,216 30,935,575 (632,912 ) (31,044,687 ) (628,476 )

	Preferred stock				Common stock and exchangeable common shares				Shares to be Issued					Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total
	Shares		$		Shares		$		Shares		$			$			$			$			$

Balance, March 31, 2019		1		1		35,361,656		35,362		62,085		91,497			33,889,917			(754,963	)		(35,039,496	)		(1,777,681	)
Issuance of preferred stock[Note 7]		6,000		6		—		—		—		—			5,999,994			—			—			6,000,000
Issuance of shares for private placement[Note 7]		—		—		47,585		48		—		—			28,518			—			—			28,566
Issuance of shares for services[Note 7]		—		—		882,512		883		40,493		(27,186	)		579,151			—			—			552,848
Issuance of warrants for services[Note 7]		—		—		—		—		—		—			125,376			—			—			125,376
Issuance of warrants pursuant to promissory notes [Notes 5 and 7]		—		—		—		—		—		—			68,057			—			—			68,057
Stock based compensation - ESOP[Note 7]		—		—		—		—		—		—			649,587			—			—			649,587
Translation adjustment		—		—		—		—		—		—			—			(273,735	)		—			(273,735	)
Derivative liabilities adjustment		—		—		—		—		—		—			(793,129	)		—			—			(793,129	)
Net loss for the period		—		—		—		—		—		—			—			—			(6,492,391	)		(6,492,391	)
Balance, December 31, 2019 (unaudited)		6,001		7		36,291,753		36,292		102,578		64,312			40,547,471			(1,028,698	)		(41,531,886	)		(1,912,502	)

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2019 AND 2018 (UNAUDITED)

	Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total
	Shares		$		Shares		$		Shares		$		$			$			$			$

Balance, March 31, 2018		1		1		31,857,546		31,858		20,250		69,963		27,161,985			(643,129	)		(26,447,430	)		173,247
Issuance of shares for private placement[Note 7]		—		—		1,944,853		1,945		—		—		3,037,535			—			—			3,039,480
Issuance of shares for services[Note 7]		—		—		372,996		373		191,416		77,387		948,197			—			—			1,025,957
Exercise of options for cash[Note 7]		—		—		164,574		165		—		—		(165	)		—			—			—
Exercise of warrants for cash[Note 7]		—		—		62,838		63		—		—		50,772			—			—			50,835
Issuance of warrants for services[Note 7]		—		—		—		—		—		—		376,136			—			—			376,136
Stock based compensation - ESOP[Note 7]		—		—		—		—		—		—		1,100,685			—			—			1,100,685
Cash issuance costs[Note 7]		—		—		—		—		—		—		(80,000	)		—			—			(80,000	)
Translation adjustment		—		—		—		—		—		—		—			232,433			—			232,433
Net loss for the three months ended March 31, 2018		—		—		—		—		—		—		—			—			(6,769,505	)		(6,769,505	)
Balance, December 31, 2018 (unaudited)		1		1		34,402,807		34,403		211,666		147,350		32,595,145			(410,696	)		(33,216,935	)		(850,731	)

Preferred stock Common stock and exchangeable common shares Shares to be Issued Additional paid in capital Accumulated other comprehensive (loss) income Accumulated deficit Total
Shares $ Shares $ Shares $ $ $ $ $

Balance, March 31, 2019 1 1 35,361,656 35,362 62,085 91,497 33,889,917 (754,963 ) (35,039,496 ) (1,777,681 )
Issuance of shares for private placement[Note 7] — — 47,585 48 — — 28,518 — — 28,565
Issuance of shares for services[Note 7] — — 682,512 683 (55,835 ) (87,872 ) 481,351 — — 394,161
Issuance of warrants for services[Note 7] — — — — — — 99,624 — — 99,624
Stock based compensation - ESOP[Note 7] — — — — — — 493,885 — — 493,885
Translation adjustment — — — — — — — (38,915 ) — (38,915 )
Net loss for the period — — — — — — — — (4,097,714 ) (4,097,714 )
Balance, September 30, 2019 (unaudited) 1 1 36,091,753 36,092 6,250 3,625 34,993,295 (793,878 ) (39,137,210 ) (4,898,075 )

Preferred stock Common stock and exchangeable common shares Shares to be Issued Additional paid in capital Accumulated other comprehensive (loss) income Accumulated deficit Total
Shares $ Shares $ Shares $ $ $ $ $

Balance, March 31, 2018 1 1 31,857,546 31,858 20,250 69,963 27,161,985 (643,129 ) (26,447,430 ) 173,247
Issuance of shares for private placement[Note 7] — — 919,319 919 — — 1,819,023 — — 1,819,943
Issuance of shares for services[Note 7] — — 326,330 326 11,833 10,254 887,444 — — 898,024
Exercise of options for cash[Note 7] — — 164,574 165 — — (165 ) — — —
Exercise of warrants for cash[Note 7] — — 62,838 63 — — 50,772 — — 50,835
Issuance of warrants for services[Note 7] — — — — — — 368,352 — — 368,352
Stock based compensation - ESOP[Note 7] — — — — — — 728,163 — — 728,163
Cash issuance costs[Note 7] — — — — — — (80,000 ) — — (80,000 )
Translation adjustment — — — — — — — 10,217 — 10,217
Net loss for the three months ended March 31, 2018 — — — — — — — — (4,597,257 ) (4,597,257 )
Balance, September 30, 2018 (unaudited) 1 1 33,330,607 33,331 32,083 80,216 30,935,575 (632,912 ) (31,044,687 ) (628,476 )

BIOTRICITY INC.

~~BIOTRICITY INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2019 and 2018

(Expressed in US Dollars)

Six Months Ended
September 30, 2019 Six Months Ended
September 30, 2018
(unaudited) (unaudited)
$ $

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (4,097,714 ) (4,597,257 )
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation 493,885 728,162
Issuance of shares for services 394,161 898,025
Issuance of warrants for services, at fair value 99,624 368,352
Accretion expense - -
Change in fair value of derivative liabilities - -
Fair value of warrants issued - -

Changes in operating assets and liabilities:
Accounts receivable (278,336 ) (43,436 )
Inventory (8,042 ) (179,430 )
Harmonized sales tax recoverable (8,439 ) (15,580 )
Deposits and other receivables 71,022 (11,939 )
Accounts payable and accrued liabilities 542,866 182,465
Net cash used in operating activities (2,790,973 ) (2,670,638 )

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares, net 28,565 1,739,943
Proceeds from exercise of warrants - 50,835
Issuance of convertible debentures, net 2,775,575 -
Due to shareholders - -
Net cash provided by financing activities 2,804,140 1,790,778

Effect of foreign currency translation (34,082 ) 119,471

Net (decrease) increase in cash during the period 16,220 (879,860 )

Cash, beginning of period 63,647 843,643

Cash, end of period 42,732 83,254

	Nine Months Ended December 31, 2019			Nine Months Ended December 31, 2018
	(unaudited)			(unaudited)
	$			$

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(6,492,391	)		(6,769,505	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		649,587			1,100,686
Issuance of shares for services		552,848			1,025,958
Issuance of warrants for services, at fair value		125,376			376,136
Accretion expense		26,058			-
Change in fair value of derivative liabilities		(1,503	)		-
Preferred stock dividends		23,671			-

Changes in operating assets and liabilities:
Accounts receivable		(420,431	)		(123,836	)
Inventory		(73,651	)		(126,092	)
Harmonized sales tax recoverable		(10,545	)		(20,125	)
Deposits and other receivables		72,006			(91,524	)
Accounts payable and accrued liabilities		639,079			564,927
Net cash used in operating activities		(4,909,896	)		(4,063,375	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares, net		28,565			2,959,480
Issuance of preferred shares, net		6,000,000			-
Proceeds from exercise of warrants		-			50,835
Issuance of convertible promissory notes and short-term loans		3,436,110			-
Bank indebtedness		-			18,723
Net cash provided by financing activities		9,464,675			3,029,038

Effect of foreign currency translation		(264,664	)		216,432

Net increase(decrease) in cash during the period		4,554,779			(1,034,337	)

Cash, beginning of period		63,647			843,643

Cash, end of period		4,353,762			25,738

Supplementary Cash Flow Information
Interest paid		335,752			4,854
Taxes paid		-			-

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

~~BIOTRICITY INC.~~

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30,~~December 31, 2019 (Unaudited)

(Expressed in US dollars)

1. NATURE OF OPERATIONS

Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on August 29, 2012.

We~~are~~The Company is engaged in research and development activities within the remote monitoring segment of preventative care. ~~We are~~The Company is focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, ~~our~~the Company’s efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product.

On February 2, 2016, the Company entered into an exchange agreement with 1061806 BC LTD. (“Callco”), a British Columbia corporation and wholly owned subsidiary (incorporated on February 2, 2016), 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia (“Exchangeco”), iMedical, and the former shareholders of iMedical Innovations, Inc. (“iMedical”) (the “Exchange Agreement”), whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account certain shares pursuant to the Exchange Agreement as further explained in Note 97 to the unaudited condensed consolidated financial statements. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse takeover transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedical’s assets and liabilities and commenced operations through iMedical.

As a result of the ~~Share Exchange,~~share exchange, iMedical became a ~~wholly-owned~~wholly owned subsidiary of the Company. This transaction has been accounted for as a reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to February 2, 2016 are those of iMedical and are recorded at the historical cost basis. After February 2, 2016, the Company’s consolidated financial statements include the assets and liabilities of both iMedical and the Company and the historical operations of both after that date as one entity.

iMedical ~~Innovations Inc. (“iMedical”)~~ was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada.

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Biotricity’s audited financial statements for the years ended March 31, 2019 and 2018 and their accompanying notes.

The accompanying unaudited condensed consolidated financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the ~~six~~nine months ended ~~September 30,~~December 31, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020. The Company’s fiscal year-end is March 31.

The unaudited condensed consolidated financial statements include the accounts of the Company and its ~~wholly-owned~~wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated.

Liquidity and Basis of Presentation

The Company is an emerging growth entity that is ~~in the early stages of~~ commercializing its first product, ~~and is~~while concurrently in development ~~mode,~~mode; it is operating a research and development program in order to develop, obtain regulatory approval for, and commercialize, other proposed products. The Company has incurred recurring losses from operations, and as at ~~September 30,~~December 31, 2019, has an accumulated deficit of ~~$39,137,210~~$41,531,886 and a working capital deficiency of ~~$5,127,731.~~$1,355,227. During the year ended March 31, 2019, the Company launched its first commercial sales program, using an experienced professional in-house sales team. The Company has developed and continues to pursue sources of funding that management believes, if successful, ~~would~~will be sufficient ~~to support~~in supporting the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for one year from the date these unaudited condensed consolidated financial statements are issued. As an example of this, pursuant to previously disclosed plans, the Company ~~has raised $3,746,575 in funding from an agreement with a private equity fund, in which the fund committed to purchase up to $25~~issued $6 million in ~~additional shares of~~preferred stock during the Company at the direction and sole discretion of the Company subject to the Company’s compliance with any funding conditions, including there being an effective registration statement registering the shares of common stock issuable under the equity line. Currently, there is no effective registration registering the equity line shares; if the Company wishes to continue to draw from the from this line in the future, it will have to file a registration statement, which registration statement would then have to be declared effective by the Securities and Exchange Commission.three months ended December 31, 2019. The Company ~~had~~has also issued promissory note and other net short-term funding, $4,261,810 of ~~$3,643,274~~which was outstanding as at ~~September 30,~~December 31, 2019 (Note 7). Since commencing commercialization of its first product, the Company has also demonstrated in each successive reporting period that the technology fee revenues earned through commercialization of this product recur and ~~raised a further $870,000 subsequently; it also has a written commitment for an additional $5 million in debt financing from a private debt fund.~~grow, on the basis of continued and growing market penetration of its sales, and growing and recurring utilization of its technology services.

The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the absence of additional appropriate financing, the Company may have to modify its operating plan or slow down the pace of development and commercialization of its proposed products.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions ~~include:~~include deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Earnings (Loss) Per Share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at ~~September 30,~~December 31, 2019 and 2018.

Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short-term loans, accounts payable, accrued liabilities, and ~~accrued~~derivative liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Leases

On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner ~~similar to~~like previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. As our lease dodoes not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 9 for further discussion.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements.

In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company has completed the assessment and there is ~~currently in the process of evaluating the effects of this pronouncement~~no significant impact on the consolidated financial ~~statements, including potential early adoption.~~statements.

On April 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations.

~~On January~~ 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined financial position and/or results of operations.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed accounting for (I) certain financial instruments with down round features and (II) replacement of the indefinite deferral for mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company has issued financial instruments with down round features. The Company opted to adopt ASU 2017-11 in its three-month interim period ended September 30, 2017, which is effective from April 1, 2017, with adjustments reflected in the accumulated deficit of stockholders’ deficiency as of April 1, 2017. Please refer to Note 6.

The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. Management does not expect to have a significant impact of this ASU on the Company’s unaudited interim condensed consolidated financial statements.

In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the unaudited interim condensed consolidated financial position and/or results of operations.

On April 1, 2017, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited interim condensed consolidated financial position and/or results of operations.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	As at September 30, 2019 $		As at March 31, 2019 $		As at December 31, 2019 $		As at March 31, 2019 $
Accounts payable		1,216,480		878,453		1,245,940		878,453
Accrued liabilities		729,380		522,189		823,536		522,189
		1,945,860		1,400,642		2,069,476		1,400,642

Accounts payable as at ~~September 30,~~December 31, 2019, and March 31, 2019 include ~~261,284~~203,719 and 277,278, respectively, due to a shareholder and executive of the Company, primarily as a result of that individual’s role as an employee. These amounts are unsecured, non-interest bearing and payable on demand.

5. CONVERTIBLE PROMISSORY NOTES

Prior to April 1, 2016, pursuant to a term sheet offering of up to $2,000,000, the Company issued convertible promissory notes to various accredited investors amounting to $1,368,978 in face value. These notes had a maturity date of 24 months and carried an annual interest rate of 11%. The note holders had the right to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of common stock any time until the note was fully paid. The notes had a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price was to reset to 75% of the future financing pricing. These notes did not contain prepayment penalties upon redemption. These notes were secured by all of the present and after acquired property of the Company. However, the Company could force conversion of these notes, if during the term of the agreement, the Company completed a public listing and the common share price exceeded the conversion price for at least 20 consecutive trading days. At the closing of the notes, the Company paid cash (7%) and issued warrants (7% of the number of common shares into which the notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. The warrants had a term of 24 months and a similar reset provision based on future financings.

Pursuant to the conversion provisions in promissory notes existing at that time, in August 2016, promissory notes in the aggregate face value of $1,368,978 were converted into 912,652 shares of common stock as detailed below. The fair value of the common shares was $2,907,912 and $1,538,934 was allocated to the related derivative liabilities (see note 6) and the balance to the carrying value of the notes.

	$
Accreted value of convertible promissory notes as at December 31, 2015		783,778
Face value of convertible promissory notes issued during March 2016		175,000
Discount recognized at issuance due to embedded derivatives		(74,855	)
Accretion expense for three months March 31, 2016		73,572
Accreted value of convertible promissory notes as at March 31, 2016		957,495
Accretion expense - including loss on conversion of $88,530		411,483
Conversion of the notes transferred to equity		(1,368,978	)
Accreted value of earlier convertible promissory notes at ~~September 30~~December 31 and March 31, 2019		-

In March 2016, the Company commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes. Up to March 31, 2017, the Company issued, to various investors, a new series of convertible notes (“Bridge Notes”) in the aggregate face value of $2,455,000 (December 31, 2016 – $2,230,000). The Bridge Notes had a maturity date of 12 months from issuance and carried an annual interest rate of 10%. The Bridge Notes principal and all outstanding accrued interest were convertible into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the forced conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company also has an obligation to issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company’s common stock equal to the quotient obtained by dividing the outstanding balance by 2.00.

In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017:

As at March 31, 2017	$
Face value of Bridge Notes issued		2,455,000
Day one derivative loss recognized during the year		35,249
Discount recognized at issuance due to embedded derivatives		(1,389,256	)
Cash financing costs		(174,800	)
Accretion expense		630,797
Accreted value of Bridge Notes		1,556,990

On May 31, 2017, all Bridge Notes, having a face value of $2,436,406, were converted into Units of a private placement offering of the Company’s common stock:

	$
Accreted value of Bridge Note as of March 31, 2017		1,556,990
Accretion expense		879,416
Conversion of Bridge Notes transferred to equity (Note 7, c)		(2,436,406	)
Face value of Bridge Notes as of ~~September 30,~~December 31, 2019 and March 31, 2019		-

The embedded conversion features and reset feature in the notes and broker warrants were initially accounted for as a derivative liability based on FASB guidance that was current at that time (see Note 6).

During the ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company borrowed ~~$1,231,652,~~$2,231,652, in promissory notes from certain of its accredited investors, in addition to $867,699 borrowed during the fiscal year ended March 31, 2019. These notes are generally for a 1-year term at interest rates of between 10%, and 12% with allowance for the Company to repay early, and the possibility to convert into equity on the basis of mutual consent. Management has evaluated the terms of these notes in accordance with the guidance provided by ASC 470 and ASC 815 and concluded that there is no derivative or beneficial conversion feature attached to these notes. Pursuant to certain promissory notes issuance, warrants to purchase the Company’s shares of common stock were granted, and the Company has determined the fair value of those warrants and bifurcated $68,057 from the proceeds received during the nine months ended December 31, 2019 with a credit to additional paid-in capital. (Note 7). For the nine months ended December 31, 2019, accretion of interest in the amount of $26,058 was charged to the statement of operations.

On ~~September 30,~~December 31, 2019, the Company has also borrowed ~~$1,543,923~~$1,204,458 from certain of its investors on a short-term basis pending issuance of additional convertible promissory notes, doing so at interest rates between zero and 10%.

General and administrative expenses include interest expense on the above notes of ~~$66,044~~$113,781 and ~~$96,095,~~$211,963, respectively, for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019 (nil for the corresponding periods of 2018).

6. DERIVATIVE LIABILITIES

TheAccounting PronouncementsASU 2017-11 provided a change to the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. During the quarter ended December 31, 2017, the Company adopted the provisions of ASU 2017-11 to account for the down round features of its warrants issued with its private placements effective April 1, 2017. The Company used a modified retrospective approach to adoption, which does not restate its financial statements as at the prior year end, March 31, 2017. Adoption is effective as of April 1, 2017, the beginning of the Company’s current fiscal year. The cumulative effect of this accounting standard update adjusted accumulated deficit as of April 1, 2017 by $483,524, with a corresponding adjustment to derivative liabilities:

Balance Sheet Impacts Under ASU 2017-11	As of April 1, 2017
Accumulated Deficit	$	483,524
Derivative Liabilities		(483,524	)

The impact on the unaudited June 30, 2017 Balance Sheet and Statement of Operations is as follows:

Balance Sheet Impacts Under ASU 2017-11	As of June 30, 2017
Derivative Liabilities	$	(4,074,312	)
Additional Paid in Capital		3,569,248
Accumulated Deficit		483,524

Income Statement Impacts Under ASU 2017-11		As of June 30, 2017
Reversal of change in fair value of derivative liabilities		$	21,540

In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase its common stock. In certain circumstances, these options or warrants have previously been classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

Previously, the Company’s derivative instrument liabilities were re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occurred. For options, warrants and bifurcated embedded derivative features that were accounted for as derivative instrument liabilities, the Company estimated fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The details of derivative liabilities (pre and post adoption of ASU 2017-11) were as follows:

	Total
	$
Derivative liabilities as at March 31, 2017		2,163,884
Derivative fair value at issuance		3,569,249
Transferred to equity upon conversion of notes (Notes 5 and 7)		(1,700,949	)
Change in fair value of derivatives		42,128
Derivative liabilities as at June 30, 2017 (pre-adoption)		4,074,312
Adjustments relating to adoption of ASU 2017-11
Reversal of fair value		(21,540	)
Transferred to accumulated deficit		(483,524	)
Transferred to additional paid-in-capital		(3,569,248	)
Derivative liabilities as at ~~September 30, 2019 and~~ March 31, 2019 (post ASU 2017-11 adoption)		-

The lattice methodology was used to value the derivative components, using the following assumptions:

	Assumptions
Dividend yield		0.00	%
Risk-free rate for term		0.62% – 1.14	%
Volatility		103% – 118	%
Remaining terms (Years)		0.01 – 1.0
Stock price ($ per share)	$	2.50 and $2.70

The projected annual volatility curve for valuation at issuance and period end was based on the comparable company’s annual volatility. The Company used market trade stock prices at issuance and period end date.

As explained in Note 7, during the three months ended December 31, 2019, pursuant to issuance of shares of its Series A preferred stock, the Company analyzed the compound features of variable conversion and redemption embedded in this instrument, for potential derivative accounting treatment on the basis of ASC 820–10–35–37 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities) and Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument and treated as a derivative liability, to be measured at fair value.

	Total
	$
Derivative liabilities as at issuance of Series A preferred stock		793,129
Change in fair value of derivatives		(1,053	)
Derivative liabilities as at December 31, 2019		791,626

The lattice methodology was used to value the derivative components, using the following assumptions:

	Assumptions
Dividend yield		0.00	%
Risk-free rate for term		0.62% – 1.14	%
Volatility		118.8% – 120.0	%
Remaining terms (Years)		0.01 – 1.0
Stock price ($ per share)	$	0.6301 to $0.745

7. STOCKHOLDERS’ DEFICIENCY

a) Authorized stock

As at ~~September 30,~~December 31, 2019, the Company is authorized to issue 125,000,000 (March 31, 2019 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2019 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2019 – nil) are designated shares of Series A preferred stock ($0.001 par value).

At ~~September 30,~~December 31, 2019, there were ~~31,910,330~~32,410,330 (March 31, 2019 – 31,048,571) shares of common stock issued and outstanding. Additionally, at ~~September 30,~~December 31, 2019, there were ~~4,181,423~~3,881,423 (March 31, 2019 – 4,313,085) outstanding exchangeable shares. There is currently also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement.

In December 2019, the Company issued 6,000 shares of Series A preferred stock, which was outstanding as at December 31, 2019.

b) Exchange Agreement

As initially described in Note 1 above, on February 2, 2016:

	●	The Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly, the Company issued 13,376,947 shares;
	●	Shareholders of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. Accordingly, the Company issued 9,123,031 Exchangeable Shares;
	●	Each outstanding option to purchase common shares in iMedical (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1;
	●	Each outstanding warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1
	●	Each outstanding advisor warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and
	●	The outstanding 11% secured convertible promissory notes of iMedical were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of the Company at a 25% discount to purchase price per share in Biotricity’s next offering.

Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

c) Share issuances

Share issuances during the year ended March 31, 2019

During the year ended March 31, 2019, the Company issued common shares as part of series of closings under a registered offering, which raised gross proceeds of $3,718,010 through the issuance of 2,635,353 common shares. Issuance costs pursuant to this offering amounted to $80,000.

During the year ended March 31, 2019, the Company also issued an aggregate of 641,329 common stock and has recognized its obligation to issue a further 41,835 shares of common stock (see paragraph d, below), to various consultants. The fair value of these shares determined by using the market price of the common stock as at the date of issuance amounted to $1,145,455 were recognized as general and administrative and research and development expenses, as applicable, in the statement of operations, with corresponding credit to common shares, shares to be issued and additional paid-in-capital, respectively.

During the year ended March 31, 2019, the Company also issued an aggregate of 227,428 shares of its common stock upon exercise of employee stock options and warrants; it received $50,835 of exercise cash proceeds.

Share issuances during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019

In December 2019, the Company issued 6,000 shares of Series A preferred stock in a private placement for gross proceeds of $6,000,000 (also refer to Note 6).The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance, but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company. The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. The company has accrued preferred stock dividends in amount of $23,761 for period ended December 31, 2019.

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company issued common shares as part of a series of closings under a registered offering, for gross proceeds of ~~$14,563~~nil and ~~$28,565,~~$28,566, respectively, through the issuance of ~~25,000~~nil and 47,585 common shares during those respective periods.

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company also issued an aggregate of ~~651,677~~200,000 and ~~682,512~~882,512 shares of its common stock, respectively, ~~pursuant to obligations to issue these~~ as ~~compensation, the~~compensation. The fair value of these shares, in amount of $158,687 and $552,848, was determined by using the market price of the common stock as at the date of ~~issuance. The~~issuance and the Company has recognized the expenses with a corresponding credit to common shares and additional ~~paid-in-capital.~~paid-in-capital for the three and nine months ended December 31, 2019 respectively.

d) Shares to be issued

At ~~September 30,~~December 31, 2019, the Company had recognized its obligation to issue a total of ~~6,250~~102,578 shares of its common stock to a ~~consultants~~consultant and ~~advisor.~~two sales and production advisors as compensation. The fair value of these shares amounted to ~~$3,625~~$64,312 and has been expensed to research and development expenses and share-based compensation in the unaudited condensed consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance.

e) Warrant issuances and exercises

Warrant issuances during the year ended March 31, 2019

During the year ended March 31, 2019, the Company issued 849,601 warrants as compensation for advisor and consultant services, which were fair valued at $467,411 and expensed in general and administrative expenses, with a corresponding credit to additional paid in capital. Their fair value has been estimated using a multi-nominal lattice model with an expected life of 2 to 3 years, a ~~risk free~~risk-free rate ranging from 2.13% to 2.81%, stock price of $0.48 to $4.15 and expected volatility of 97.8% to 141.1%.

Warrant issuances during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company issued ~~311,350~~568,000 and ~~395,100~~963,100 warrants, respectively, as compensation for advisor and consultant services and certain promissory noteholders (Note 5), which were fair valued at ~~$79,669~~$93,809 and ~~$99,624, respectively,~~$193,433, respectively. Warrants issued to advisors and consultants were expensed in general and administrative expenses ~~with a corresponding credit~~and amounted to $25,752 and $125,376, respectively, for the three and nine months ended December 31, 2019. Warrants issued to promissory notes holders were credited to additional ~~paid~~paid-in capital in ~~capital.~~amount of $68,057 (Note 5). Their fair value has been estimated using a multi-nomial lattice model with an expected life of 2 to 3 years, a risk free ~~rate~~rates of ~~1.63%~~1.39% to 1.59%, stock price of ~~$0.52~~$0.55 to ~~$0.66~~$0.60 and expected volatility of ~~114.3%~~116.5% to ~~129.2%~~129.4%.

Warrant exercises during the year ended March 31, 2019

During the year ended March 31, 2019, 62,838 warrants issued to consultants and advisors were exercised at an average exercise price of $0.81, such that the Company received cash proceeds of $50,835.

Warrant exercises during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019

No warrants were exercised during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019.

Warrant issuances, exercises and expirations or cancellations during the three months ended ~~June 30,~~December 31, 2019 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows:

	Broker Warrants			Consultant Warrants			Warrants Issued on Conversion of Convertible Notes		Private Placement Warrants		Total			Broker Warrants			Consultant and Noteholder Warrants			Warrants Issued on Conversion of Convertible Notes		Private Placement Warrants		Total
As at March 31, 2018		384,152			669,972	*		2,734,530		1,163,722		4,952,376			384,152			669,972	*		2,734,530		1,163,722		4,952,376

Less: Exercised		(62,838	)		-			-		-		(62,838	)		(62,838	)		-			-		-		(62,838	)
Less: Expired/cancelled		-			(31,250	)		-		-		(31,250	)		-			(31,250	)		-		-		(31,250	)
Add: Issued		-			65,000			-		-		65,000			-			65,000			-		-		65,000
As at June 30, 2018		321,314			703,722	*		2,734,530		1,163,722		4,923,288			321,314			703,722	*		2,734,530		1,163,722		4,923,288

Less: Exercised		-			-			-		-		-			-			-			-		-		-
Less: Expired/cancelled		-			-			-		-					-			-			-		-
Add: Issued		-			393,333			-		-		393,333			-			393,333			-		-		393,333
As at September 30 2018		321,314			1,097,055	*		2,734,530		1,163,722		5,316,621			321,314			1,097,055	*		2,734,530		1,163,722		5,316,621

Less: Exercised		-			-			-		-		-			-			-			-		-		-
Less: Expired/cancelled		-			(126,250	)**		-		-		(126,250	)		-			(126,250	)		-		-		(126,250	)
Add: Issued		-			50,000			-		-		50,000			-			50,000			-		-		50,000
As at December 31, 2018		321,314			1,020,805	*		2,734,530		1,163,722		5,240,371			321,314			1,020,805	*		2,734,530		1,163,722		5,240,371

Less: Exercised		-			-			-		-		-			-			-			-		-		-
Less: Expired/cancelled		-			(184,916	)**		-		-		(184,916	)		-			(184,916	)		-		-		(184,916	)
Add: Issued		-			341,268			-		-		341,268			-			341,268			-		-		341,268
As at March 31, 2019		321,314			1,177,157	*		2,734,530		1,163,722		5,396,723			321,314			1,177,157	*		2,734,530		1,163,722		5,396,723

Less: Exercised		-			-			-		-		-			-			-			-		-		-
Less: Expired/cancelled		-			(5,000	)		-		-		(5,000	)		-			(5,000	)		-		-		(5,000	)
Add: Issued		-			83,750			-		-		83,750			-			83,750			-		-		83,750
As at June 30, 2019		321,314			1,255,907	*		2,734,530		1,163,722		5,475,473			321,314			1,255,907	*		2,734,530		1,163,722		5,475,473

Less: Exercised		-			-			-		-		-			-			-			-		-		-
Less: Exercised															-			-			-		-		-
Less: Expired/cancelled		-			(10,000	)		-		-		(10,000	)		-			(10,000	)		-		-		(10,000	)
Add: Issued		-			311,350			-		-		311,350			-			311,350			-		-		311,350
As at September 30, 2019		321,314			1,557,257	*		2,734,530		1,163,722		5,776,823			321,314			1,557,257	*		2,734,530		1,163,722		5,776,823

Less: Expired/cancelled															-			(35,000	)		-		-		(35,000	)
Add: Issued															-			568,000			-		-		568,000
As at December 31, 2019															321,314			2,090,257	*		2,734,530		1,163,722		6,309,823

Exercise Price	$	0.78-$3.00		$	0.48-$7.59			2.00		3.00				$	0.78-$3.00		$	0.48-$7.59			2.00		3.00
Expiration Date		March 2022 to July 2022			September 2019 to June 2022			March 2020 to November 2022		April 2020 to July 2020					March 2022 to July 2022			January2020 to December 2022			March 2020 to November 2022		April 2020 to July 2020

*Consultant Warrants include warrants issued to certain noteholders, as well as directors and officers of the Company who were not members of the Company’s options plan at the time of issuance. As at ~~September 30,~~December 31, 2019, Consultant Warrants include an aggregate of ~~488,806~~538,806 warrants provided to an officer of the Company as compensation while he was not a member of any Company options plan.

** Subsequent to ~~September 30,~~December 31, 2019, ~~149,626~~25,000 warrants issued to ~~brokers~~consultants expired unexercised.

f) Stock-based compensation

2015 Equity Incentive Plan

On March 30, 2015, iMedical approved a Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. As of March 31, 2018, and March 31, 2017, there were no outstanding vested options and 137,500 unvested options at an exercise price of $.0001 under this plan. These options now represent the right to purchase shares of the Company’s common stock using the same exchange ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at March 31, 2018. These remaining 164,590 options were exercised during the year ended March 31, 2019. No other grants will be made under this plan.

The following table summarizes the stock option activities of the Company:

	Number of options			Weighted average exercise price ($)		Number of options			Weighted average exercise price ($)
Granted		3,591,000			0.0001		3,591,000	��		0.0001
Exercised		(3,390,503	)		0.0001		(3,390,503	)		0.0001
Outstanding as of December 31, 2015		200,497			0.0001		200,497			0.0001
Cancelled during 2016		(35,907	)		0.0001		(35,907	)		0.0001
Outstanding as of March 31, 2018		164,590			0.0001		164,590			0.0001
Exercised		(164,590	)		0.0001		(164,590	)		0.0001
Outstanding as of September 30 and March 31, 2019		-
Outstanding as of December 31 and March 31, 2019							-

The fair value of options at the issuance date were determined at $2,257,953 which were fully expensed during the twelve months ended December 31, 2015 based on vesting period and were included in general and administrative expenses with corresponding credit to additional paid-in-capital. During the twelve months ended December 31, 2015, 3,390,503 (2,832,500 Pre-exchange Agreement) options were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of U.S. Food and Drug Administration (FDA) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day on which the board of directors resolve in favor of i) the Company is able to raise a certain level of financing; ii) a reverse takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the Company being a reporting issuer.

2016 Equity Incentive Plan

On February 2, 2016, the Board of Directors of the Company approved the 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards.

The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan ~~shall be~~is equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 15% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase.

During July 2016, the Company granted an officer options to purchase an aggregate of 2,499,998 shares of common stock at an exercise price of $2.20 subject to a ~~3 year~~3-year vesting period, with the fair value of the options being expensed over a ~~3 year~~3-year period. Two additional employees were also granted 175,000 options to purchase shares of common stock at an exercise price of $2.24 with a ~~1 year~~1-year vesting period, with the fair value of the options being expensed over a ~~1 year~~1-year period. One additional employee was also granted 35,000 options to purchase shares of common stock at an exercise price of $2.24 with a ~~2 year~~2-year vesting period, with the fair value of the options expensed over a ~~2 year~~2-year period.

During the year ended March 31, 2019, an additional 1,437,500 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years.

During the year ended March 31, 2019, an additional 270,521 stock options were granted with a weighted average remaining contractual life from 2.76 to 9.51 years. During the year ended March 31, 2019, the Company recorded ~~stock based~~stock-based compensation of $1,451,261 in connection with ESOP 2016 Plan (March 31, 2018 - $1,002,201) under general and administrative expenses with corresponding credit to additional paid in capital.

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company granted ~~5,000~~39,000 and 44,000 options, respectively, to ~~an employee,~~employees, as performance-based compensation.

The following table summarizes the stock option activities of the Company:

	Number of options		Weighted average exercise price ($)		Number of options		Weighted average exercise price ($)
Granted		4,418,019		3.1436		4,418,019		3.1436
Exercised		-		-		-		-
Outstanding as of June 30and March 31, 2019		4,418,019		3.1436
Outstanding as of June 30 and March 31, 2019						4,418,019		3.1436
Granted		5,000		1.2500		44,000		0.6100
Exercised		-		-		-		-
Outstanding as of September 30, 2019		4,423,019		3.1414
Outstanding as of December 31, 2019						4,462,019		3.1186

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company recorded stock-based compensation of ~~$154,996~~$155,702 and ~~$493,885,~~$649,587, respectively, in connection with the 2016 equity incentive plan ($~~372,932~~372,523 and ~~$728,163~~$1,100,686 for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2018) under general and administrative expenses with a corresponding credit to additional paid in capital.

The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions:

	2019		2017-2018		2016-2017		2015-2016		2019		2017-2018		2016-2017		2015-2016
Exercise price ($)		0.58		1.24-7.59		2.00 – 2.58		0.0001		0.55-0.63		1.24-7.59		2.00 – 2.58		0.0001
Risk free interest rate (%)		1.63-2.5		1.98-2.81		0.45 - 1.47		0.04 - 1.07		1.39-2.5		1.98-2.81		0.45 - 1.47		0.04 - 1.07
Expected term (Years)		3		3		1 - 3		10		3		3		1 - 3		10
Expected volatility (%)		114.3 to 129.2		97.8-145.99		101 – 105		94		114.3 to 129.4		97.8-145.99		101 – 105		94
Expected dividend yield (%)		0		0		0		0		0		0		0		0
Fair value of option ($)		0.212		0.6		0.88		0.74		0.217		0.6		0.88		0.74
Expected forfeiture (attrition) rate (%)		0.00		0.00		0.00 – 5.00		5.00 - 20.00		0.00		0.00		0.00 – 5.00		5.00 - 20.00

8. RELATED PARTY TRANSACTIONS AND BALANCES

The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than those disclosed elsewhere in the unaudited condensed financial statements, related party transactions are as follows:

	Three Months Ended September 30, 2019		Three Months Ended September 30, 2018		Six Months Ended September 30, 2019		Six Months Ended September 30, 2018		Three Months Ended December 31, 2019		Three Months Ended December 31, 2018		Nine Months Ended December 31, 2019		Nine Months Ended December 31, 2018
	$		$		$		$		$		$		$		$
Salary and allowance*		144,139		181,887		279,191		363,773		144,139		180,333		423,330		544,106
Stock based compensation**		124,774		421,028		433,529		744,168		124,774		316,544		558,303		1,060,712
Total		268,913		602,915		712,720		1,107,941		268,913		496,877		981,633		1,604,818

The above expenses were recorded under general and administrative expenses.

* Salary and allowance include salary, car allowance, vacation pay, bonus, allowances and other compensation paid or payable to a key executive and shareholder of the Company.

** Stock based compensation represent the fair value of the options, warrants and equity incentive plans for a key executive and shareholder of the Company.

9. RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS

The Company has one operating lease primarily for office and administration.

The Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on April 1, 2019. Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were previously identified as leases and ~~also~~ elected to not recognize right-of-use assets and lease obligations for leases of low value assets.

When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate at April 1, 2019. The weighted-average-rate applied is 10%.

	$
~~Right-of-use~~Operating lease right-of-use asset - initial recognition		413,236
~~Depreciation~~ Amortizationfor the nine-month period		(~~49,588~~99,176	)
Balance as of ~~September 30,~~December 31, 2019		~~363,648~~314,060

~~Lease~~Operating lease obligation - initial recognition		413,236
~~repayment~~Repayment		(~~55,854~~94,242	)
~~Interest accretion~~		~~9,320~~
Balance as of ~~September 30,~~December 31, 2019		~~366,702~~318,994

Current portion of operating lease ~~liability~~obligation		~~199,710~~206,286
Noncurrent portion of operating lease ~~liability~~obligation		~~166,992~~112,708

The operating lease expense was $57,735 and $116,642 for the three and nine months ended December 31, 2019 and included in the General and administrative expenses.

The following table represents the contractual undiscounted cash flows for lease obligations as at ~~September 30,~~December 31, 2019.

	$
Less than one year		~~225,092~~226,767
Beyond one year		~~172,589~~115,059
Total undiscounted lease obligations		~~397,681~~341,826

10. CONTINGENCIES

There are no unrecorded claims against the company that were assessed as significant, which were outstanding as at ~~September 30, 2019 and, consequently,~~December 31, 2019. Consequently, no provision for such has been recognized in the unaudited condensed consolidated financial statements.

11. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events up to ~~November13, 2019,~~February 13, 2020, the date the unaudited condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:

~~From October 3~~In January 2020, the Company and holders of certain promissory notes entered into agreements pursuant to ~~November 12, 2019,~~which approximately $1.8 million in promissory notes from long-term private investors were exchanged for the Company’s Series A preferred shares, bringing the invested dollar value of the cumulative 7,780 preferred shares issued to approximately $7.8 million.

In January and February 2020, the Company issued ~~promissory notes, or received cash for which it intends~~183,439 shares of common stock to ~~issue a promissory note,~~consultants, and included in the ~~amount of $867,699~~issuance, 93,961 shares were converted from ~~several investors.~~exchangeable shares.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information contained herein, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Important assumptions and other factors that could cause actual results to differ materially from those in the forward-looking statements, include but are not limited to: (a) any fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; (f) competition in the Company’s existing and potential future product lines of business; (g) the Company’s ability to obtain financing on acceptable terms if and when needed; (h) uncertainty as to the Company’s future profitability; (i) uncertainty as to the future profitability of acquired businesses or product lines; and (j) uncertainty as to any future expansion of the Company. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements and the failure of such assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except as may be required under applicable law. Past results are no guaranty of future performance. ~~You should not place undue reliance on any~~Any such forward-looking statements ~~which~~ speak only as of the dates they are made. When used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and footnotes thereto included in this Quarterly Report on Form 10-Q (the “Financial Statements”).

Company Overview

Biotricity Inc. (“Company”, “Biotricity”, “we”, “us” or “our”)

Biotricity Inc. (the “Company”, “Biotricity”, “we”, “us”, “our”) is a medical technology company focused on biometric data monitoring solutions. Our aim is to deliver innovative, remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within existing business models where reimbursement is established. We believe this approach reduces the risk associated with traditional medical device development and accelerates the path to revenue. In post-diagnostic markets, we intend to apply medical grade biometrics to enable consumers to self-manage, thereby driving patient compliance and reducing healthcare costs. We intend to first focus on a segment of the multi-billion-dollar diagnostic mobile cardiac telemetry market, otherwise known as ~~MCT.~~MCT, while providing our chosen markets with the capability to also perform other cardiac studies.

We ~~have~~ developed our ~~Bioflux~~Bioflux® MCT technology, ~~which is~~ comprised of a monitoring device and software ~~component and is currently~~components, which we have commercialized and made available into the market since April 6, 2018. The Company engaged in a limited market release of this technology for the twelve months following launch ~~was a limited market release where the company focused on the~~in order to assess, establish and develop sales processes and market dynamics. As of April 1, 2019, the Company completed its limited market release and ~~is now focused~~to focus its commercialization efforts on sales growth and expansion. ~~Currently, we are experiencing growth through new sales and an above 80% re-order rate. In April 2019, we~~We have since expanded our sales efforts to 11 key states, with intention to expand further and compete in the broader US market using an insourcing business model. This business model is applicable to a large portion of the total available market, which can include hospitals, physicians’ offices and other IDTFs. We believe our solution’s insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for the Company, and enables a more efficient market penetration and distribution strategy. This, when combined with the value the Company’s solution in the diagnosis of cardiac arrhythmias, enhancement of patient outcomes, improved patient compliance, and the corresponding reduction of healthcare costs, is driving growth and increasing revenues.

We are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to grow this type of revenue is predicated on the size and quality of its sales force and their ability to penetrate the market and place devices with clinically focused, repeat users of its cardiac study technology.The Company plans to grow its sales force in order to address new markets and achieve sales penetration in the markets currently served. The Company has also developed or is ~~also~~ developing several other ancillary technologies, which will require application for further FDA clearances, which the Company anticipates applying for ~~during 2019.~~within the next to twelve months. Among these are:

●

advanced ECG analysis software that can analyze and synthesize patient ECG monitoring data with the purpose of distilling it down to the important information that requires clinical intervention, while reducing the amount of human intervention necessary in the process;

●

the Biotres patch solution, which will be a novel product in the field of Holter monitoring;

●

the Bioflux® 2.0, which is the next generation of our award winning Bioflux®

We have established a research partnership with the University of Calgary to determine the predictive value of electrocardiogram (ECG) readings in preventative healthcare applications. The study is designed to identify novel patterns in ECG readings that may be translated into probability models for use in the development of proprietary algorithms for diagnostic applications, and to determine if ECG readings have predictive value for use in preventative healthcare applications, such as self-managed care. The research is partly funded by the National Research Council of Canada. As part of the collaboration, we have the right to license any intellectual property discovered, created or reduced to practice in the performance of the collaboration that was created solely by the University’s personnel. Otherwise, we own all intellectual property resulting from the collaboration. The term of the collaboration is until December 31, 2020.

We were incorporated on August 29, 2012 in the State of Nevada under the name Metasolutions, Inc. Effective as of February 1, 2016, we changed our name to Biotricity Inc. On February 2, 2016, we acquired iMedical Innovation Inc., a company existing under the laws of Canada, through our indirect subsidiary 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia. Immediately prior to the closing of the acquisition, we transferred all of the then-existing business, properties, assets, operations, liabilities and goodwill of the Company, to W270 SA, a Costa Rican corporation. Accordingly, as of immediately prior to the closing of the acquisition, we had no assets or liabilities, and subsequent to the closing wecommenced operations through iMedical. As a result, we treated the acquisition as a reverse merger and recapitalization for accounting purposes, with iMedical as the acquirer for accounting purposes.

Critical Accounting Policies

The unaudited condensed consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States Dollars. Significant accounting policies are summarized below:

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options and warrants, as well as assumptions used by management in its assessment of liquidity. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Earnings (Loss) Per Share

We have adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at ~~September 30,~~December 31, 2019.

Fair Value of Financial Instruments

~~● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.~~

~~● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.~~

●	Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

●	Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

●	Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short-term loans, accounts payable and accrued liabilities, and derivative liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Leases

On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

Recently Issued Accounting Pronouncements

In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company has completed the assessment and there is ~~currently in the process of evaluating the effects of this pronouncement~~no significant impact on ~~the~~ consolidated financial ~~statements, including potential early adoption.~~statements.

Results of Operations

~~The level of gross~~Gross revenues earned by the Company for the three and nine months ended ~~September 30,~~December 31, 2019 reflect a strong growth trajectory. Gross revenues for this three-month period are ~~372%~~225% higher than those of the corresponding three-month period of the prior ~~year and are 87%~~year. The Company has earned gross revenues during this three-month period that equate to 96% of the gross revenues earned in ~~the~~its entire 12-month fiscal year ended March 31, 2019.

We are a technology company focused on earning utilization-based recurring technology fee revenue. On a year-to-date basis, technology fee revenues grew by over 500% for the nine months ended December 31, 2019 when compared to the corresponding period of the prior year. Based on its current sales profile, approximately 65% of its revenues are utilization-based annual recurring revenues (ARR), and this component of gross revenue is expected to increase, in both absolute and percentage terms, over time. Despite seasonally lower volume expectations, this technology fee revenue has increased by 28% in the three months ended December 31, 2019, when compared to the immediately preceding three-month period.

The fiscal year ended March 31, 2019 was the first year of commercialization of the ~~Bioflux~~Bioflux® MCT device, which was launched in April 2018, after receiving its second and final required FDA clearance in December 2017. To commence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive sales force, with deep experience in cardiac technology sales. We then commenced a limited market release of our product by identifying potential anchor clients who could be early adopters of our technology. We physically located our ~~sales persons~~salespersons at those medical offices to ensure successful launch of our services and the implementation of proper workflow. During the first year of this limited market release, by March 31, 2019, we sold approximately 300 devices, which were used to perform MCT studies on patents, such that the Company earned combined device sales and technology fee income totally $398,200. Based on our success, in April 2019, we decided to expand sales of the product beyond limited release by doubling the size of our salesforce and our geographic footprint to 11 US states, and the sales pipeline of our product has begun to grow.

In line with its strategy, during the ~~six~~nine months ended ~~September 30,~~December 31, 2019, Biotricity ~~almost tripled~~continues to grow deployment of its fleet of remote patient monitoring ~~devices from the levels of its most recent fiscal year-end, which was March 31, 2019. Biotricity had deployed more than 900 devices as at September 30, 2019.~~devices. This has resulted in combined device sales and technology fee revenues of ~~$345,906~~$381,899 and ~~$672,906~~$1,054,805 for the respective three- and ~~six-month~~nine-month periods then ended.

During these same periods, Biotricity incurred a net loss of ~~$2,008,114~~$2,394,676 and ~~$4,097,714~~$6,492,391 (loss per share of ~~5.6~~0.066 and 110.181 cents per share, respectively)~~, such that from its inception in 2009 to September 30, 2019, the Company has generated an accumulated deficit of $39,137,210.~~. During this period of initial commercialization of the ~~Bioflux,~~Bioflux®, we devoted, and expect to continue to devote, significant resources in the areas of capital expenditures and research and development costs. We also expect to incur additional operating losses, as we build the infrastructure required to support higher sales volume.

Three and ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2019 and ~~September 30,~~December 31, 2018

Operating Revenues and Expenses

The Company commenced commercialization of its first product on April 1, 2018, launching a limited market review to carefully rollout of its sales program to identified anchor customers in targeted areas of the U.S. During this period, the Company has used intelligence gained from its anchor clients to enhance its workflow, its monitoring and reporting capabilities, as well as its infrastructure, to expand the capabilities of its device. This device is a true four-in-one device, offering the ability to not only perform MCT studies, but to also outperform much of its competition by also providing Holter, Event Loop and Extended Holter reporting. Based on these customer facing enhancements that improve customer service, and its success with its initial limited market review, the Company expanded commercialization of its first product beyond the initial limited launch. Revenues that have been earned are comprised of device sales revenues and technology fee revenues (software as a service). The device, together with its embedded licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by our technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. Recurring software service fee revenues are earned on each patient study conducted and these recurring revenues are expected to grow based on the number of devices sold.

During the three months ended ~~September 30,~~December 31, 2019, the Company earned total gross revenues of ~~$345,906~~$381,899 compared with ~~$84,760~~$117,640 for the three months ended ~~September 30,~~December 31, 2018. During the ~~six~~nine months ended ~~September 30,~~December 31, 2019 the Company earned total gross revenues of ~~$672,906~~$1,054,805 compared with ~~$102,420~~$220,060 for the ~~six-month~~nine-month period ended ~~September 30, 3018.~~December 31, 2018. Given consistent utilization of our devices to perform patient cardiac studies, the Company’s technology fees are expected to be a source of recurring revenues that grow in concert with market penetration. Technology fees earned during the three-month ~~period~~and nine-month periods ended ~~September 30,~~December 31, 2019 grew by ~~almost 41%~~311.4% and 504.3% respectively, from those of the immediately preceding ~~three-month period.~~year.

Total operating expenses for the three-and ~~six-month~~nine-month periods ended ~~September 30,~~December 31, 2019 were ~~$2,239,804~~$2,627,567 and ~~$4,544,318~~$7,171,886 compared to ~~$2,214,382~~$2,262,384 and ~~$4,642,759,~~$6,905,143, respectively, for the three-and ~~six-month~~nine-month periods ended ~~September 30,~~December 31, 2018, as further described below.

For the three-and ~~six-month~~nine-month period ended ~~September 30,~~December 31, 2019, we incurred general and administrative expenses of ~~$2,021,279~~$2,179,928 and ~~$4,112,297~~$6,292,225 compared to ~~$2,026,523~~$1,861,113 and ~~$4,154,829,~~$6,015,942, respectively for the three-and ~~six-month~~nine-month periods ended ~~September 30,~~December 31, 2018. The ~~moderate fluctuations in expenses~~net increases relate to increased ~~payroll~~borrowing costs associated with using promissory note and ~~compensation-related expenses~~short-term loan funding, as well as increased marketing and professional fees. Management anticipates higher general administrative costs as it associated with commercialization, including the building of a new sales force, as well as administrative and engineering staff to support customer deployment and further development of our products and processes; combined with cost control over certain professional fees, product marketing and promotion and certain other operating expenses in favor of building the infrastructure required for the launch of a developed product.processes.

For the three-and ~~six-month~~nine-month periods ended ~~September 30,~~December 31, 2019, we incurred research and development expenses of ~~$218,525~~$447,639 and ~~$432,021~~$879,661 compared to ~~research and development expenses of $187,859 and $487,930,~~$401,271and $889,201, for the three-and ~~six-month~~nine-month periods ended ~~September 30,~~December 31, 2018. ~~Since~~Subsequent to obtaining ~~such~~ FDA clearance of our first product, we ~~are developing~~continue to develop future remote patient monitoring technologies to add to our platform. In parallel with this, we are enhancing our commercialized products by implementing artificial intelligence that learns from the monitoring data that is being processed in real time, in order to be able to reduce the amount of human intervention that would otherwise be required to process reporting of cardiac events to the clinics that prescribe and supervise the cardiac studies.

Net Loss

The Company incurred net losses of ~~$2,008,114~~$2,394,676 and ~~$4,097,714~~$6,492,391 for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019, compared to net losses of ~~$2,176,740~~$2,172,248 and ~~$4,597,257~~$6,769,505 during the corresponding periods ended ~~September 30,~~December 31, 2018. This resulted in a loss per share of ~~$0.056~~$0.066 and ~~$0.115~~$0.181, respectively, for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2019.

Translation Adjustment

The translation adjustment for the three-and ~~six-month~~nine-month periods ended ~~September 30,~~December 31, 2019 was a loss of ~~$16,329~~$234,820 and a loss of ~~$38,915,~~$273,735, respectively, as compared to a gain of ~~$112,866~~$222,217 and a gain of ~~$10,217,~~$232,434, for the corresponding respective periods ended ~~September 30,~~December 31, 2018. Translation adjustments represent gains and losses that result from the translation of currency in the financial statements, from the functional currency of certain of our accounting records, which are denominated in Canadian dollars to the reporting currency, which is in U.S. dollars.

Liquidity and Capital Resources

The Company is in commercialization mode, while continuing to pursue the development of its next generation MCT product as well as other future product development.

We generally use and require cash to:

	●	purchase devices whose manufacture we commission, in order to place these in the field by selling them to prescribing cardiac physicians and their clinical facilities, who will use them to access our technology platform,

	●	hire and fuel the launch of our sales force and sales initiatives,

	●	fund operations and working capital requirements,

	●	product development and commercialization initiatives, and

	●	fund research and development of future technologies that are designed to work within our platform

As a result of its being in development and commercialization mode, the Company has incurred recurring losses from operations, and as at ~~September 30,~~December 31, 2019, has an accumulated deficit of ~~$39,137,210.~~$41,531,886. Management has focused the Company on increasing its liquidity through continued business development and a demonstration of a strong and growing technology fee revenue pipeline. The Company has developed and continues to pursue sources of equity and debt funding that include but are not limited to those described below.

To sustain its plans during this period of Company development and growth, the Company has developed and continues to pursue sources of funding that management believes if successful would be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for one year from the date ~~these~~the unaudited condensed consolidated financial statements included in this report are issued. As an example of this, pursuant to previously disclosed plans, the Company ~~has raised over $3.7~~issued $6 million in ~~funding from an agreement it has with a private equity fund, in which~~preferred shares during the fund has committed to purchase up to $25 million in additional shares of the Company at the direction and sole discretion of the Company subject to the Company’s compliance with any funding conditions, including there being an effective registration statement registering the shares of common stock issuable under the equity line. Currently, there is no effective registration statement; if the Company wishes to continue to draw from the from this line in the future, it will have to file a new registration statement with the Securities and Exchange Commission, which would first have to be declared effective by the Securities and Exchange Commission.three months ended December 31, 2019. The Company has also ~~raised~~issued promissory note and ~~short term loan~~other net short-term funding, ~~from individual investors, totaling $3.6 million~~$4,261,810 of which was outstanding as at ~~September 30, 2019,~~December 31, 2019. Since commencing commercialization of its first product, the Company has also demonstrated in each successive reporting period that the technology fee revenues earned through commercialization of this product recur and ~~raised a further $0.9 million subsequently; it~~grow, on the basis of continued and growing market penetration of its sales, and growing and recurring utilization of its technology services. Management anticipates that growth in this revenue trajectory will also ~~has a written commitment for an additional $5 million in debt financing from a private debt fund, and is pursuing other potential sources of capital.~~serve to improve the Company’s liquidity position. During the ~~six~~nine months ended ~~September 30,~~December 31, 2019, the Company has also issued shares of common stock, ~~valued at $394,161~~or arrange for them to be issued, as compensation to consultants that provide contractual ~~services, which~~services. This is a cost-saving strategy that favorably impacts the Company’s need for liquidity and capital ~~resources.~~resources; shares issued or to be issued to pay for these services were valued at $552,848.

We expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures. We expect to require additional funds to further develop our business plan, including the anticipated commercialization of the ~~Bioflux~~Bioflux® and Biolife (a consumer-friendly version). Based on our current operating plans, we will require approximately $4 million ($7 million in order to accelerate commercialization) to grow our sales team and order devices that will be placed in the field to produce revenue. A portion of these funds will also go towards the further development of ~~Bioflux~~Bioflux® in its next generation, in addition to including marketing, sales, regulatory and clinical costs to better introduce the product into the ~~market place.~~marketplace. We anticipate requiring an additional $4 million to hire a larger sales force and complete the development of future technologies that will help our platform increase penetration in new and existing markets, and expand our intellectual property platform.

Based on the above facts and assumptions, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

Net Cash Used in Operating Activities

During the ~~six~~nine months ended ~~September 30,~~December 31, 2019, we used cash in operating activities of ~~$2,790,973~~$4,909,896 compared to ~~$2,670,638~~$4,063,375 for the ~~six~~nine months ended ~~September 30,~~December 31, 2018. These activities involved expenditures undertaken on business development, marketing and operating activities, as well as continued research and product development.

Net Cash from Financing Activities

Net cash provided by financing activities was ~~$2,804,140~~$9,464,675 for the ~~six~~nine months ended ~~September 30,~~December 31, 2019 compared to ~~$1,790,778~~$3,029,038 for the ~~six~~nine months ended ~~September 30,~~December 31, 2018. Financing activities during the ~~six~~nine months ended ~~September 30,~~December 31, 2019 related to mostly to the issuance of preferred shares, promissory notes and short-term loans, whereas activities of the corresponding prior year period related to the establishment of the Company’s $25 million equity line funding ~~facility, discussed above.~~facility.

Net Cash Used in Investing Activities

TheCompany did not use any net cash in investing activities in the three months periods ended ~~September 30,~~December 31, 2019 or 2018.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, as well as recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the three-month period ended ~~September 30,~~December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002*

31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002*

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002**

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002**

101.1 XBRL Instance.*

101.SCH XBRL Taxonomy Extension Schema.*

101.CAL XBRL Taxonomy Extension Calculation.*

101.DEF XBRL Taxonomy Extension Definition.*

101.LAB XBRL Taxonomy Extension Labels.*

101.PREXBRL Taxonomy Extension Presentation.*

* Filed herewith.

** Furnished herewith.

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, thereunto duly authorized, this 14^th day of ~~November 2019.~~February 2020.

BIOTRICITY INC.

By:	/s/ Waqaas Al-Siddiq
Name:	Waqaas Al-Siddiq
Title:	Chief Executive Officer
	(principal executive officer)

By:	/s/ John Ayanoglou
Name:	John Ayanoglou
Title:	Chief Financial Officer
	(principal financial and accounting officer)

	As at September 30, 2019			As at March 31, 2019
	(unaudited)			(audited)
	$			$
CURRENT ASSETS
Cash		42,732			63,647
Accounts receivable, net		486,435			208,099
Inventory, net		32,646			24,604
Harmonized sales tax recoverable		68,937			59,925
Deposits and other receivables		30,363			101,385
Total current assets		661,113			457,660

NON-CURRENT ASSETS
Deposits and other receivables		33,000			33,000
Right-of-use asset[Note 9]		363,648			-
TOTAL ASSETS		1,057,761			490,660

CURRENT LIABILITIES
Accounts payable and accrued liabilities[Note 4]		1,945,860			1,400,642
Convertible promissory notes and short-term loans[Note 5]		3,643,274			867,699
Lease obligation, current[Note 9]		199,710			-
Total current liabilities		5,788,844			2,268,341

NON CURRENT LIABILITIES
Lease obligation, long term[Note 9]		166,992			-
TOTAL LIABILITIES		5,955,836			2,268,341

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 authorized as at September 30 and March 31, 2019, respectively, 1 share issued and outstanding as at September 30 and March 31, 2019, respectively[Note 7]		1			1
Common stock, $0.001 par value, 125,000,000 authorized as at September 30 and March 31, 2019, respectively. Issued and outstanding common shares: 31,910,330 and 31,048,571 as at September 30 and March 31, 2019, respectively, and exchangeable shares of 4,181,423 and 4,313,085 as at September 30 and March 31, 2019, respectively[Note 7]		36,092			35,362
Shares to be issued (6,250 and 62,085 shares of common stock as at September 30 and March 31, 2019, respectively)[Note 7]		3,625			91,498
Additional paid-in-capital		34,993,295			33,889,916
Accumulated other comprehensive loss		(793,878	)		(754,963	)
Accumulated deficit		(39,137,210	)		(35,039,495	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(4,898,075	)		(1,777,681	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		1,057,761			490,660

	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018			Six Months Ended September 30, 2019			Six Months Ended September 30, 2018
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
	$			$			$			$

REVENUE		345,906			84,760			672.906			102,420
Cost of revenue		114,216			47,118			226,302			56,918
NET REVENUE		231,690			37,642			446,604			45,502

EXPENSES
General and administrative expenses[Notes 7, 8 and 9]		2,021,279			2,026,523			4,112,297			4,154,829
Research and development expenses		218,525			187,859			432,021			487,930
TOTAL OPERATING EXPENSES		2,239,804			2,214,382			4,544,318			4,642,759

Accretion expense[Note 5]		-			-			-			-
Change in fair value of derivative liabilities[Note 6]		-			-			-			-
NET LOSS BEFORE INCOME TAXES		(2,008,114	)		(2,176,740	)		(4,097,714	)		(4,597,257	)

Income taxes		-			-			-			-
NET LOSS		(2,008,114	)		(2,176,740	)		(4,097,714	)		(4,597,257	)

Translation adjustment		(16,329	)		112,866			(38,915	)		10,217

COMPREHENSIVE LOSS		(2,024,443	)		(2,063,874	)		(4,136,629	)		(4,587,040	)

LOSS PER SHARE, BASIC AND DILUTED		(0.056	)		(0.066	)		(0.115	)		(0.142	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		35,659,133			32,819,848			35,650,380			32,377,274

	Six Months Ended September 30, 2019			Six Months Ended September 30, 2018
	(unaudited)			(unaudited)
	$			$

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(4,097,714	)		(4,597,257	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		493,885			728,162
Issuance of shares for services		394,161			898,025
Issuance of warrants for services, at fair value		99,624			368,352
Accretion expense		-			-
Change in fair value of derivative liabilities		-			-
Fair value of warrants issued		-			-

Changes in operating assets and liabilities:
Accounts receivable		(278,336	)		(43,436	)
Inventory		(8,042	)		(179,430	)
Harmonized sales tax recoverable		(8,439	)		(15,580	)
Deposits and other receivables		71,022			(11,939	)
Accounts payable and accrued liabilities		542,866			182,465
Net cash used in operating activities		(2,790,973	)		(2,670,638	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares, net		28,565			1,739,943
Proceeds from exercise of warrants		-			50,835
Issuance of convertible debentures, net		2,775,575			-
Due to shareholders		-			-
Net cash provided by financing activities		2,804,140			1,790,778

Effect of foreign currency translation		(34,082	)		119,471

Net (decrease) increase in cash during the period		16,220			(879,860	)

Cash, beginning of period		63,647			843,643

Cash, end of period		42,732			83,254