Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jul. 13, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 000-56074 | ||
Entity Registrant Name | BIOTRICITY INC. | ||
Entity Central Index Key | 0001630113 | ||
Entity Tax Identification Number | 30-0983531 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 275 Shoreline Drive | ||
Entity Address, Address Line Two | Suite 150 | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94065 | ||
City Area Code | (650) | ||
Local Phone Number | 832-1626 | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 | ||
Trading Symbol | BTCY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 114,849,788 | ||
Entity Common Stock, Shares Outstanding | 50,301,806 | ||
Documents Incorporated by Reference | None. | ||
Auditor Firm ID | 5828 | ||
Auditor Name | SRCO Professional Corporation | ||
Auditor Location | Richmond Hill, Ontario, Canada |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 12,066,929 | $ 2,201,562 |
Accounts receivable, net | 2,006,678 | 1,520,836 |
Inventory | 842,924 | 272,493 |
Deposits and other receivables | 406,280 | 326,664 |
Total current assets | 15,322,811 | 4,321,555 |
Deposits [Note 12] | 85,000 | |
Long-term accounts receivable | 50,358 | |
Property and equipment [Note 13] | 27,459 | |
Operating right of use asset [Note 12] | 1,242,700 | 66,120 |
TOTAL ASSETS | 16,677,970 | 4,438,033 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities [Note 4] | 2,595,747 | 2,520,124 |
Convertible promissory notes and short term loans [Note 5] | 1,540,000 | 4,278,018 |
Derivative liabilities [Note 8] | 520,747 | 3,633,856 |
Operating lease obligations, current [Note 12] | 210,320 | 58,257 |
Total current liabilities | 4,866,814 | 10,490,255 |
Federally guaranteed loans [Note 7] | 870,800 | 370,900 |
Term loan [Note 6] | 11,612,672 | |
Derivative liabilities [Note 8] | 352,402 | 410,042 |
Operating lease obligations [Note 12] | 1,120,018 | |
TOTAL LIABILITIES | 18,822,706 | 11,271,197 |
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock, value | 1 | 1 |
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2022 and March 31, 2021, respectively. Issued and outstanding common shares: 49,810,322 and 36,124,964 as at March 31, 2022 and March 31, 2021, respectively, and exchangeable shares of 1,466,718 and 2,889,978 outstanding as at March 31, 2022 and March 31, 2021, respectively [Note 9] | 51,277 | 39,015 |
Shares to be issued (123,817 and 268,402 shares of common stock as at March 31, 2022 and March 31, 2021, respectively) [Note 9] | 102,299 | 280,960 |
Additional paid-in-capital | 91,507,478 | 56,298,726 |
Accumulated other comprehensive loss | (768,656) | (634,186) |
Accumulated deficit | (93,037,142) | (62,817,688) |
TOTAL STOCKHOLDERS’ DEFICIENCY | (2,144,736) | (6,833,164) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | 16,677,970 | 4,438,033 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock, value | $ 7 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 49,810,322 | 36,124,964 |
Common stock, shares, outstanding | 49,810,322 | 36,124,964 |
Common stock, other shares, outstanding | 1,466,718 | 2,889,978 |
Common stock shares to be issued | 123,817 | 268,402 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 7,200 | 8,045 |
Preferred stock, shares outstanding | 7,200 | 8,045 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
REVENUE | $ 7,650,269 | $ 3,384,767 |
Cost of Revenue | 3,080,116 | 2,112,035 |
GROSS PROFIT | 4,570,153 | 1,272,732 |
EXPENSES | ||
General and administrative expenses [Notes 8, 9,12,13] | 19,845,939 | 12,565,396 |
Research and development expenses | 2,744,587 | 2,059,130 |
TOTAL OPERATING EXPENSES | 22,590,526 | 14,624,526 |
Other income [Note 3] | (15,120) | (36,636) |
Loss upon convertible promissory notes conversion [Note 9] | 1,155,642 | 103,735 |
Accretion and amortization expenses [Note 5,6] | 9,286,023 | 2,481,155 |
Change in fair value of derivative liabilities [Note 8] | 683,559 | (408,872) |
NET LOSS BEFORE INCOME TAXES | (29,130,477) | (15,491,176) |
Income taxes [Note 10] | ||
NET LOSS BEFORE DIVIDENDS | (29,130,477) | (15,491,176) |
Less: Preferred Stock Dividends | 1,088,977 | 962,148 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (30,219,454) | (16,453,324) |
Translation adjustment | (134,470) | 223,121 |
COMPREHENSIVE LOSS | $ (30,353,924) | $ (16,230,203) |
LOSS PER SHARE, BASIC AND DILUTED | $ (0.665) | $ (0.438) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 45,449,720 | 37,522,978 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance, March 31, 2020 | $ (6,833,164) | $ (3,000,393) |
Beginning balance, shares | ||
Issuance of warrants for private placement investors [Note 9] | $ 250,000 | 5,758,572 |
Issuance of common shares for private placement, shares | 60,000 | |
Issuance of preferred shares for private placement [Note 9] | $ 100,000 | 215,000 |
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | (17,084) | (41,749) |
Issuance of shares from uplisting [Note 9] | 14,545,805 | |
Conversion of convertible notes into common shares [Note 9] | 15,678,454 | 1,076,561 |
Conversion of preferred shares into common shares [Note 9] | 633,805 | |
Preferred stock purchased back via cash | (193,448) | |
Issuance of shares for services [Note 9] | $ 1,414,449 | 2,598,863 |
Issuance of shares for services, shares | 250,000 | |
Exercise of warrants for cash [Note 9] | $ 976,242 | |
Issuance of warrants for services [Note 9] | 740,156 | |
Stock based compensation - ESOP [Note 9] | 913,613 | 790,535 |
Cashless exercise of warrants | 360 | |
Translation adjustment | (134,470) | 223,121 |
Net loss before dividends for the year | (29,130,477) | (15,491,176) |
Preferred stock dividends | (1,088,977) | (962,148) |
Balance, March 31, 2021 | $ (2,144,736) | (6,833,164) |
Ending balance, shares | 123,817 | |
Issuance costs: warrants to brokers [Note 9] | 1,258,878 | |
Issuance of warrants for services [Note 9] | 740,772 | |
Preferred Stock [Member] | ||
Balance, March 31, 2020 | $ 9 | $ 9 |
Beginning balance, shares | 8,046 | 7,831 |
Issuance of warrants for private placement investors [Note 9] | ||
Issuance of preferred shares for private placement [Note 9] | ||
Issuance of preferred shares for private placement investors, shares | 100 | |
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | ||
Issuance of shares from uplisting [Note 9] | ||
Conversion of convertible notes into common shares [Note 9] | ||
Conversion of preferred shares into common shares [Note 9] | $ (1) | |
Conversion of preferred shares into common shares, shares | (715) | |
Preferred stock purchased back via cash | ||
Preferred stock purchased back via cash, shares | (230) | |
Issuance of shares for services [Note 9] | ||
Exercise of warrants for cash [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Stock based compensation - ESOP [Note 9] | ||
Cashless exercise of warrants | ||
Translation adjustment | ||
Net loss before dividends for the year | ||
Preferred stock dividends | ||
Balance, March 31, 2021 | $ 8 | $ 9 |
Ending balance, shares | 7,201 | 8,046 |
Issuance of preferred shares for private placement, shares | 215 | |
Issuance costs: warrants to brokers [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Common Stock [Member] | ||
Balance, March 31, 2020 | $ 39,015 | $ 36,382 |
Beginning balance, shares | 39,014,942 | 36,381,815 |
Issuance of warrants for private placement investors [Note 9] | $ 69 | |
Issuance of common shares for private placement, shares | 69,252 | |
Issuance of preferred shares for private placement [Note 9] | ||
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | ||
Issuance of shares from uplisting [Note 9] | $ 5,382 | |
Issuance of shares from uplisting, shares | 5,382,331 | |
Conversion of convertible notes into common shares [Note 9] | $ 4,715 | $ 733 |
Conversion of convertible notes into common shares, shares | 4,715,346 | 733,085 |
Conversion of preferred shares into common shares [Note 9] | $ 289 | |
Conversion of preferred shares into common shares, shares | 288,756 | |
Preferred stock purchased back via cash | ||
Issuance of shares for services [Note 9] | $ 702 | $ 1,900 |
Issuance of shares for services, shares | 701,688 | 1,900,042 |
Exercise of warrants for cash [Note 9] | $ 658 | |
Exercise of warrants for cash, shares | 658,355 | |
Issuance of warrants for services [Note 9] | ||
Stock based compensation - ESOP [Note 9] | ||
Cashless exercise of warrants | $ 447 | |
Cashless exercise of warrants, shares | 446,370 | |
Translation adjustment | ||
Net loss before dividends for the year | ||
Preferred stock dividends | ||
Balance, March 31, 2021 | $ 51,277 | $ 39,015 |
Ending balance, shares | 51,277,040 | 39,014,942 |
Issuance costs: warrants to brokers [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Shares To Be Issued [Member] | ||
Balance, March 31, 2020 | $ 280,960 | $ 169,490 |
Beginning balance, shares | 268,402 | 178,750 |
Issuance of warrants for private placement investors [Note 9] | ||
Issuance of preferred shares for private placement [Note 9] | ||
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | ||
Issuance of shares from uplisting [Note 9] | ||
Conversion of convertible notes into common shares [Note 9] | $ (38,460) | |
Conversion of convertible notes into common shares, shares | (19,263) | |
Conversion of preferred shares into common shares [Note 9] | ||
Preferred stock purchased back via cash | ||
Issuance of shares for services [Note 9] | $ (242,500) | $ 111,470 |
Issuance of shares for services, shares | (250,000) | 89,652 |
Exercise of warrants for cash [Note 9] | $ 102,299 | |
Exercise of warrants for cash, shares | 123,678 | |
Issuance of warrants for services [Note 9] | ||
Stock based compensation - ESOP [Note 9] | ||
Cashless exercise of warrants | ||
Cashless exercise of warrants, shares | 1,000 | |
Translation adjustment | ||
Net loss before dividends for the year | ||
Preferred stock dividends | ||
Balance, March 31, 2021 | $ 102,299 | $ 280,960 |
Ending balance, shares | 123,817 | 268,402 |
Issuance costs: warrants to brokers [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Additional Paid-in Capital [Member] | ||
Balance, March 31, 2020 | $ 56,298,726 | 44,015,397 |
Issuance of warrants for private placement investors [Note 9] | 249,931 | 5,758,572 |
Issuance of preferred shares for private placement [Note 9] | 100,000 | 215,000 |
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | (17,084) | (41,749) |
Issuance of shares from uplisting [Note 9] | 14,540,423 | |
Conversion of convertible notes into common shares [Note 9] | 15,712,199 | 1,075,828 |
Conversion of preferred shares into common shares [Note 9] | 633,517 | |
Preferred stock purchased back via cash | (193,448) | |
Issuance of shares for services [Note 9] | 1,656,247 | 2,485,493 |
Exercise of warrants for cash [Note 9] | 873,285 | |
Issuance of warrants for services [Note 9] | 740,156 | |
Stock based compensation - ESOP [Note 9] | 913,613 | 790,535 |
Cashless exercise of warrants | (87) | |
Translation adjustment | ||
Net loss before dividends for the year | ||
Preferred stock dividends | ||
Balance, March 31, 2021 | 91,507,478 | 56,298,726 |
Issuance costs: warrants to brokers [Note 9] | 1,258,878 | |
Issuance of warrants for services [Note 9] | 740,772 | |
AOCI Attributable to Parent [Member] | ||
Balance, March 31, 2020 | (634,186) | (857,307) |
Issuance of warrants for private placement investors [Note 9] | ||
Issuance of preferred shares for private placement [Note 9] | ||
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | ||
Issuance of shares from uplisting [Note 9] | ||
Conversion of convertible notes into common shares [Note 9] | ||
Conversion of preferred shares into common shares [Note 9] | ||
Preferred stock purchased back via cash | ||
Issuance of shares for services [Note 9] | ||
Exercise of warrants for cash [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Stock based compensation - ESOP [Note 9] | ||
Cashless exercise of warrants | ||
Translation adjustment | (134,470) | 223,121 |
Net loss before dividends for the year | ||
Preferred stock dividends | ||
Balance, March 31, 2021 | (768,656) | (634,186) |
Issuance costs: warrants to brokers [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Retained Earnings [Member] | ||
Balance, March 31, 2020 | (62,817,688) | (46,364,364) |
Issuance of warrants for private placement investors [Note 9] | ||
Issuance of preferred shares for private placement [Note 9] | ||
Derivative liabilities adjustment pursuant to issuance of preferred stock [Note 9] | ||
Issuance of shares from uplisting [Note 9] | ||
Conversion of convertible notes into common shares [Note 9] | ||
Conversion of preferred shares into common shares [Note 9] | ||
Preferred stock purchased back via cash | ||
Issuance of shares for services [Note 9] | ||
Exercise of warrants for cash [Note 9] | ||
Issuance of warrants for services [Note 9] | ||
Stock based compensation - ESOP [Note 9] | ||
Cashless exercise of warrants | ||
Translation adjustment | ||
Net loss before dividends for the year | (29,130,477) | (15,491,176) |
Preferred stock dividends | (1,088,977) | (962,148) |
Balance, March 31, 2021 | $ (93,037,142) | (62,817,688) |
Issuance costs: warrants to brokers [Note 9] | ||
Issuance of warrants for services [Note 9] |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss before dividends | $ (29,130,477) | $ (15,491,176) |
Adjustments to reconcile net loss to net cash used in operations | ||
Stock based compensation | 913,613 | 790,535 |
Issuance of shares for services | 1,414,449 | 2,530,922 |
Issuance of warrants for services, at fair value | 541,443 | 740,772 |
Accretion and amortization expense | 9,286,023 | 2,481,155 |
Change in fair value of derivative liabilities | 683,559 | (408,872) |
Loss on debt conversion | 1,155,642 | 103,735 |
Gain on forgiveness of federally guaranteed loans | (1,200,000) | |
Property and equipment depreciation | 2,308 | |
Lease expenses | 87,639 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (435,484) | (1,036,892) |
Inventory | (570,431) | (186,773) |
Deposits and other receivables | (60,665) | (156,590) |
Accounts payable and accrued liabilities | 948,997 | 752,353 |
Net cash used in operating activities | (15,163,384) | (11,080,831) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Property and equipment | (29,767) | |
Net cash used in investing activities | (29,767) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common shares, net | 250,000 | |
Issuance of preferred shares, net | 100,000 | 200,000 |
Redemption of preferred shares | (230,000) | |
Exercise of warrants for cash | 872,292 | 67,941 |
Federally guaranteed loans | 499,900 | 1,570,900 |
Issuance of convertible debentures, net | 11,375,690 | |
Repayment to promissory note and short term loan, net | (1,660,220) | (408,082) |
Issuance of shares from uplisting | 14,545,805 | |
Term Loan, net | 11,756,563 | |
Preferred Stock Dividend | (966,110) | (602,969) |
Net cash provided by financing activities | 25,168,230 | 12,203,480 |
Effect of foreign currency translation | (109,712) | 129,065 |
Net increase in cash during the year | 9,975,079 | 1,122,649 |
Cash, beginning of year | 2,201,562 | 949,848 |
Cash, end of year | 12,066,929 | 2,201,562 |
Supplementary | ||
Interest paid | 553,265 | 204,161 |
Taxes |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 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. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over, which took place on February 2, 2016. Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. |
BASIS OF PRESENTATION, MEASUREM
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION | 2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION The consolidated financial statements of the Company 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 (“USD”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the current-year’s presentation. 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 concurrently in development mode, 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 March 31, 2022, has an accumulated deficit of $ 93,037,142 and a working capital surplus of $ 10,455,997 Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. On August 30, 2021, the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement. As such, the Company has developed and continues to pursue sources of funding that management believes will 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 a period of one year from the date of these consolidated financial statements. During the fiscal quarter ended June 30, 2021, the Company raised $ 499,900 through government EIDL loan. In addition, during the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $ 14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. Furthermore, during the fiscal quarter ended December 31, 2021, the Company raised an additional net proceeds of $ 11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes (Note 5 (a)) and short-term loan (Note 5 (a)). As we proceed with the commercialization of the Bioflux product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures. Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term equity financings, will be sufficient to meet our needs for the next twelve months from the filing date of this report. However, 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. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics for all in-clinic non-essential services to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. The ultimate impact of the COVID-19 pandemic on the Company’s operations remains unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced patient traffic and reduced operations. The full long-term financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations. The measures taken to date may impact the Company’s fiscal year 2022 business and potentially beyond. Management expects that all of its business segments, across all of its geographies, may be impacted to some degree, but the significance of the full impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied. The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (technology as a service). The device, together with its 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 the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business. The Company recognized the following forms of revenue for the fiscal years ended March 31, 2022 and 2021: SCHEDULE OF REVENUE RECOGNITION 2022 2021 $ $ Device sales 995,876 635,901 Technology fees 5,904,393 2,748,866 Service-related and other revenue 750,000 - Revenue 7,650,269 3,384,767 Inventory Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. Significant accounting estimates and assumptions The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, structured notes, convertible debt and conversion liabilities. ● Fair value of stock options The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield. ● Fair value of warrants In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity. ● Fair value of derivative liabilities In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used valuation models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period. ● Functional currency Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labour, materials, and other operating expenses. ● Useful life of property and equipment The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively ● Provisions Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. ● Contingencies Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events. ● Inventory obsolescence Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices. ● Income and other taxes The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated statements of financial position, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated. ● Incremental borrowing rate for lease The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements. 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 Cash Cash includes cash on hand and balances with banks. Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. 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, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Office equipment 5 years Leasehold improvement 5 years Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2022 and 2021, the Company believes there was no impairment of its long-lived assets. Leases 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 the consolidated statement of operations. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide 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 12 for further discussion. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Preferred Shares Extinguishments The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net income. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements of the ASU did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at March 31, As at March 31, $ $ Trade and other payables 1,159,477 1,041,385 Accrued liabilities 1,436,270 1,478,739 Accounts payable and accrued liabilities 2,595,747 2,520,124 Trade and other payables and accrued liabilities as at March 31, 2022 and 2021 included $ 2,851 182,995 |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | 5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS a) The Company has issued various promissory notes and obtained several short term loans. The promissory notes and short-term loans are generally for a 1 10 12 During the year ended March 31, 2021, the Company raised additional $ 500,000 908,082 67,941 97,500 During the year ended March 31, 2021, one noteholder converted a $ 100,000 15,000 115 During the year ended March 31, 2022, the Company made repayment of all promissory notes and short-term loans outstanding. As at March 31, 2022, the Company had a balance in promissory note of Nil 600,577 As at March 31, 2022, the Company had a balance in short term loan of Nil 1,059,643 General and administrative expenses included interest expense on the above notes of $ 267,959 a nd $ 151,797 for the year ended March 31, 2022 and 2021, respectively. (b) During the year ended March 31, 2021, the Company issued $ 11,275,500 12 For first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) may be converted into that number of shares of Common Stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price). For the first series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. For second series of Series A Notes, the notes will be convertible into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $ 4.00 For the second series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $ 10,135,690 The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. Prior to final closing, the warrants’ exercise price is variable and will not be struck until that date. Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features, investor warrants and placement agent warrants contained in those Series A Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features, as well as investor warrants and placement agent warrants. The initial fair value of the derivative liabilities generated as a result of issuing the Series A Notes that were issued until March 31, 2021 was $ 6,932,194 Subsequently, the exercise price of all warrants was concluded and locked to $ 1.06 For the Series A Notes, The Company recognized debt issuance costs in the amount of $ 2,301,854 8,088,003 The Company recorded interest accruals of $ 108,756 and $ 432,824 , respectively, as at March 31, 2022 and 2021, for Series A Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. During the year ended March 31, 2022, $ 9,836,500 739,000 4,488,567 751,487 In addition, during the year ended March 31, 2021, the Company also issued $ 1,312,500 Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) may be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice. The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage 3 1.06 100,000 1.5 212,500 Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $ 1,240,000 497,042 SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Total $ Balance at March 31, 2021 2,617,798 Three months ended June 30, 2021 Accretion of debt discount 1,833,967 Amortization of debt issuance cost 501,200 Total accretion and amortization expenses 2,335,167 Conversion to common shares (Note 9) (1,157,500 ) Balance at June 30, 2021 3,795,465 Three months ended September 30, 2021 Accretion of debt discount 4,627,415 Amortization of debt issuance cost 537,304 Total accretion and amortization expenses 5,164,719 Conversion to common shares (Note 9) (8,679,000 ) Balance at September 30, 2021 281,184 Three months ended December 31, 2021 Accretion of debt discount 782,726 Amortization of debt issuance cost 546,604 Total accretion and amortization expenses 1,329,330 Conversion to common shares (Note 9) (472,500 ) Balance at December 31, 2021 1,138,014 Three months ended March 31, 2022 Accretion of debt discount 353,588 Amortization of debt issuance cost 48,398 Total accretion and amortization expenses 401,986 Conversion to common shares - Balance at March 31, 2022 1,540,000 The Company recognized debt issuance costs in the amount of $ 10,000 1,312,500 During the year ended March 31, 2022, $ 472,500 207,516 In total, at March 31, 2022, the Company had issued $ 1.54 64,079 8,360 General and administrative expenses include interest expense on the above notes of $ 546,878 488,186 |
TERM LOAN
TERM LOAN | 12 Months Ended |
Mar. 31, 2022 | |
Term Loan | |
TERM LOAN | 6. TERM LOAN On December 21, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’), wherein the Company has borrowed $ 12,000,000 December 21, 2026 on each February February 15, 2022 Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances 120,000 600,000 The Company and Lender also entered into a Guarantee and Collateral Agreement (“Collateral Agreement”) wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 (the “IP Security Agreement”) wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. In connection with the Credit Agreement, the Company issued 57,536 198,713 As part of the loan transaction, the Company paid legal and professional costs directly in connection to the debt financing in the amount of $ 50,000 Total costs directly in connection to the debt financing in the amount of $ 193,437 48,484 144,953 12,000,000 The Company also repaid $ 1,574,068 Total costs directly in connection to the loan and fair value of warrants was in the amount of $ 1,042,149 During the year ended March 31, 2022, the amortization of debt discount expense was in the amount of $ 54,822 Total interest expense on the term loan for the year ended March 31, 2022 was $ 379,500 |
FEDERALLY GUARANTEED LOANS
FEDERALLY GUARANTEED LOANS | 12 Months Ended |
Mar. 31, 2022 | |
Federally Guaranteed Loans | |
FEDERALLY GUARANTEED LOANS | 7. FEDERALLY GUARANTEED LOANS Economic Injury Disaster Loan (“EIDL”) In April 2020, the Company received $ 370,900 The loan has a term of 30 3.75 In May 2021, the Company received an additional $ 499,900 Payment Protection Program (“PPP”) Loan In May 2020, the Company received loan proceeds of $ 1,200,000 1,156,453 43,547 NIL NIL |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 8. DERIVATIVE LIABILITIES On December 19, 2019 and January 9, 2020, the Company issued 7,830 6,000 6,000,000 1,830 1,830,000 On May 22, 2020, another 215 100,000 15,000 115 100 100,000 During the three months ended September 30, 2021, an additional 100 100,000 During the three months ended December 31, 2021, the Company redeemed $ 230,000 preferred shares through cash. 225,919 230,000 4,081 In addition, during the three months ended December 31, 2021, the Company converted $ 715,000 288,756 1,076,513 1,226,406 149,893 Total deemed dividend expense as a result of above deemed dividend distribution was $ 153,974 The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), 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, treated as a derivative liability, and measured at fair value. SCHEDULE OF DERIVATIVE LIABILITIES Total Derivative liabilities as at March 31, 2021 410,042 Change in fair value of derivatives during the period (203,525 ) Derivative liabilities as at June 30, 2021 206,517 Derivative fair value at issuance during three months ended September 30, 2021 17,084 Change in fair value of derivatives during the period (101,773 ) Derivative liabilities as at September 30, 2021 121,828 Reduction due to preferred shares redeemed / converted (472,835 ) Change in fair value of derivatives during the period 644,774 Derivative liabilities as at December 31, 2021 293,767 Change in fair value of derivatives during the period 58,635 Derivative liabilities as at March 31, 2022 352,402 The lattice methodology was used to value the derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Assumptions Dividend yield 12 % Risk-free rate for term 1.63 % – 1.71 % Volatility 101.7 % – to 110.5 % Remaining terms (Years) 3.17 to 4.00 Stock price ($ per share) $ 2.27 and $ 3.98 In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes, during the year ended March 31, 2022 (Note 5(b)). As the warrant exercise price became final and locked, the derivative liabilities related to those warrants were marked to market and transferred to equity (Note 5(b)). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. SCHEDULE OF DERIVATIVE LIABILITIES Total $ Balance at March 31, 2021 3,633,856 For the three months ended June 30, 2021 Conversion to common shares (Note 5(b)) (403,108 ) Change in fair value of derivative liabilities 502,508 Balance at June 30, 2021 3,733,256 For the three months ended September 30, 2021 Conversion to common shares (Note 5(b)) (2,744,711 ) Change in fair value of derivative liabilities (295,801 ) Balance at September 30, 2021 692,744 For the three months ended December 31, 2021 Conversion to common shares (Note 5(b)) (250,738 ) Change in fair value of derivative liabilities 129,999 Balance at December 31, 2021 572,005 For the three months ended March 31, 2022 Change in fair value of derivative liabilities (51,258 ) Balance at March 31, 2022 520,747 The monte-carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions for the three months ended March 31, 2022: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Conversion and redemption features Risk-free rate for term (%) 0.40 1.37 Volatility (%) 66.1 80.3 Remaining terms (Years) 0.12 0.29 Stock price ($ per share) 2.27 3.98 |
STOCKHOLDERS_ DEFICIENCY
STOCKHOLDERS’ DEFICIENCY | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIENCY | 9. STOCKHOLDERS’ DEFICIENCY a) Authorized and Issued Stock As at March 31, 2022, the Company is authorized to issue 125,000,000 125,000,000 0.001 10,000,000 10,000,000 0.001 20,000 20,000 0.001 At March 31, 2022, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 51,277,040 39,014,942 49,810,322 36,124,964 1,466,718 2,889,978 7,200 8,045 b) Exchange Agreement With the closing of the Acquisition Transaction on February 2, 2016: ● Biotricity’s sole existing director resigned and a new director who is the sole director of the Company was appointed to fill the vacancy; ● Biotricity’s sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 ● The existing management of the Company were appointed as executive officers; and ● The existing shareholders of the Company entered into a transaction whereby their existing common shares of the Company were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricity’s common stock, or (b) shares of Biotricity’s common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricity’s common stock that constitute 90 In addition, effective on the closing date of the acquisition transaction: ● Biotricity issued approximately 1.197 shares of its common stock in exchange for each common share of the Company held by the Company 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 ● Shareholders of the Company 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 the Company held. Accordingly, the Company issued 9,123,031 ● Each outstanding option to purchase common shares in the Company (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 the Company 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 Biotricity 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 the Company 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 Biotricity 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 ● The outstanding 11% secured convertible promissory notes of the Company 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 Biotricity at a 25 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, 2021 During the year ended March 31, 2021, the Company recorded preferred stock dividends for the Series A preferred stock in amount of $ 962,148 and made a payment in the amount of $ 602,969 . During the year ended March 31, 2021, the Company issued 733,085 18,402 1,011,286 739,000 225,284 47,002 1,076,561 38,460 103,375 During the year ended March 31, 2021, the Company issued 1,900,042 During the year ended March 31, 2021, the Company also issued an aggregate of 898,084 Share issuances during the year ended March 31, 2022 During the year ended March 31, 2022, the Company issued 4,696,083 common shares (not including 19,263 shares that were part of to be issued shares from prior year conversions) were issued in connection with conversion of convertible notes (Note 5(b)). The total amounts of debts settled is in amount of $ 14,522,812 that composed of face value of convertible promissory notes in amount of $ 10,309,000 (Note 5(b)), carrying amount of conversion and redemption feature derived from notes in amount of $ 3,398,557 (Note 8) and unpaid interest in amount of $ 815,255 15,678,454 . The difference between amounts of debts settled and fair value of common shares issued was in the amount of $ 1,155,642 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the year ended March 31, 2022, the Company issued 658,355 446,370 451,688 250,000 1,414,449 During the year ended March 31, 2022, the Company issued 69,252 250,000 During the year ended March 31, 2022, the Company issued 5,382,331 14,545,805 During the year ended March 31, 2022, an additional 100 100,000 288,756 During the year ended March 31, 2022, the Company also issued an aggregate of 1,423,260 d) Shares to be issued As of March 31, 2022, the Company had recognized its commitment to issue a total of 123,817 e) Warrant exercises and issuances Warrant exercises and issuances during the year ended March 31, 2021 During the year ended March 31, 2021, 97,500 67,941 During the year ended March 31, 2021, the Company issued 449,583 275,801 788,806 3 10 288,806 464,971 1,065,857 5,631,132 Warrant exercises and issuances during the year ended March 31, 2022 During the year ended March 31, 2022, 658,355 warrants were exercised (2021 – 97,500 872,292 446,370 103,950 During the year ended March 31, 2022, the Company issued 212,594 warrants, including 25,000 as compensation for advisor and consultant services, and 187,594 as compensation to an executive of the Company who was not part of the the Company stock options plan. The warrant expenses were fair valued at $ 541,443 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. During the year ended March 31, 2022, the Company issued 57,536 198,713 December 21, 2028 6.26 1.40 121.71 During the year ended March 31, 2022, the Company issued 373,404 900,371 The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date August 26, 2026 3.75 0.77 111.9 Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2022 and 2021, were as follows, resulting in warrants outstanding at the end of those respective periods: SCHEDULE OF WARRANTS OUTSTANDING Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Convertible Notes Private Placement Warrants Total As at March 31, 2019 321,314 1,177,157 2,734,530 1,163,722 5,396,723 Less: Expired/cancelled - (148,750 ) - - (148,750 ) Add: Issued - 1,021,430 - - 1,021,430 As at March 31, 2020 321,314 2,049,837 2,734,530 1,163,722 6,269,403 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised - (97,500 ) - - (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 - 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 - 10,843,202 Less: Expired/cancelled (150,841 ) (298,333 ) - - (449,174 ) Less: Exercised (662,389 ) (242,500 ) (555,029 ) - (1,459,918 ) Add: Issued 430,940 212,594 - - 643,534 As at March 31, 2022 876,205 1,802,316 6,899,123 - 9,577,644 Exercise Price $ 1.06 3.00 $ 0.48 3.50 $ 1.06 2.00 Expiration Date July 2022 to January 2031 July 2022 to March 2032 May 2022 to February 2024 g) Stock-based compensation 2016 Equity Incentive Plan On February 2, 2016, the Board of Directors of the Company approved the Company’s 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 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 20% 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. Based on the 2016 Option Plan, the Company is authorized to issue employee options with a 10 3 10 10 0.46 0.75 0.974 132.2 1,600,515 During the year ended March 31, 2022, the Company granted 596,458 stock options (2021: 2,610,647 5.75 8.7 years). The Company recorded stock-based compensation of $ 913,613 (2021: $ 790,535 The following table summarizes the stock option activities of the Company to March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 Granted 596,458 1.5272 Exercised - - Expired (56,433 ) 1.5937 Forfeited (134,567 ) 1.5124 Outstanding as of March 31, 2022 7,409,714 2.3466 The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS 2022 2021 2020 Exercise price ($) 2.40 3.98 1.40 2.00 1.40 2.00 Risk free interest rate (%) 0.34 2.32 0.18 1.72 0.52 2.81 Expected term (Years) 2.0 10.0 2.0 10.0 2.0 3.0 Expected volatility (%) 106.6 – 129.9 106.8 127.8 97.8 141.1 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 1.19 3.52 0.72 0.76 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 The intrinsic value of all the options as at March 31, 2022 were zero |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES Income taxes The provision for income taxes differs from that computed at combined corporate tax rate of approximately 26 Income tax recovery SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year ended March 31, 2022 Year ended March 31, 2021 $ $ Net loss (29,130,477 ) (15,491,176 ) Expected income tax recovery (7,573,924 ) (4,027,706 ) Non-deductible expenses 3,645,962 1,313,530 Other temporary differences (24,972 ) (38,579 ) Change in valuation allowance 3,952,934 2,752,755 Income tax recovery - - Deferred tax assets SCHEDULE OF DEFERRED TAX ASSETS As at March 31, 2022 As at March 31, 2021 $ $ Non-capital loss carry forwards 11,214,790 7,311,800 Other temporary differences 16,283 41,256 Valuation allowance (11,231,073 ) (7,353,056 ) Deferred tax assets - - As of March 31, 2022 and 2021, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets. As of March 31, 2022, and 2021 the Company has approximately $ 43,133,807 and $ 28,122,308 , respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2035 to 2039 . As of March 31, 2022, and 2021 the Company is not subject to any uncertain tax positions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES There are no claims against the Company that were assessed as significant, which were outstanding as at March 31, 2022 and, consequently, no provision for such has been recognized in the consolidated financial statements. |
OPERATING LEASE RIGHT-OF-USE AS
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS | 12 Months Ended |
Mar. 31, 2022 | |
Operating Lease Right-of-use Assets And Lease Obligations | |
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS | 12. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS The Company has one operating lease primarily for office and administration. As of December 1, 2021, the Company entered into a new lease agreement. The Company paid $ 85,000 When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is 11.4 SCHEDULE OF OPERATING LEASES OBLIGATIONS $ Operating lease right-of-use asset - initial recognition 1,308,731 Amortization (66,031 ) Balance at March 31, 2022 1,242,700 Operating lease obligation - initial recognition 1,308,730 Repayment and interest accretion 21,608 Balance at March 31, 2022 1,330,338 Current portion of operating lease obligation 210,320 Noncurrent portion of operating lease obligation 1,120,018 The operating lease expense was $ 293,888 for the year ended March 31, 2022 (2021: $ 213,826 ) and included in the general and administrative expenses. The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2022. SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION $ Less than one year 348,565 Beyond one year 1,368,654 Total undiscounted lease obligations 1,717,219 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 13. PROPERTY AND EQUIPMENT During the year-ended March 31, 2022, the Company purchased leasehold improvements of $ 12,928 5 16,839 5 2,308 SCHEDULE OF PROPERTY AND EQUIPMENT Cost Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2021 - - - Additions 16,839 12,928 29,767 Balance at March 31, 2022 16,839 12,928 29,767 Accumulated depreciation Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2021 - - - Depreciation for the year 1,308 1,000 2,308 Balance at March 31, 2022 1,308 1,000 2,308 Net book value Balance at March 31, 2021 - - - Balance at March 31, 2022 15,531 11,928 27,459 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to July 14, 2022, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: During the period from April 1 to July 14, 2022, the Company issued 41,020 390,464 302,000 60,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied. The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (technology as a service). The device, together with its 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 the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized. The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business. The Company recognized the following forms of revenue for the fiscal years ended March 31, 2022 and 2021: SCHEDULE OF REVENUE RECOGNITION 2022 2021 $ $ Device sales 995,876 635,901 Technology fees 5,904,393 2,748,866 Service-related and other revenue 750,000 - Revenue 7,650,269 3,384,767 |
Inventory | Inventory Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. |
Significant accounting estimates and assumptions | Significant accounting estimates and assumptions The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, structured notes, convertible debt and conversion liabilities. ● Fair value of stock options The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield. ● Fair value of warrants In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity. ● Fair value of derivative liabilities In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used valuation models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period. ● Functional currency Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labour, materials, and other operating expenses. ● Useful life of property and equipment The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively ● Provisions Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. ● Contingencies Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events. ● Inventory obsolescence Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices. ● Income and other taxes The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated statements of financial position, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated. ● Incremental borrowing rate for lease The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements. |
Earnings (Loss) Per Share | 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 |
Cash | Cash Cash includes cash on hand and balances with banks. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. |
Fair Value of Financial Instruments | 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, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Office equipment 5 years Leasehold improvement 5 years |
Impairment for Long-Lived Assets | Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2022 and 2021, the Company believes there was no impairment of its long-lived assets. |
Leases | Leases 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 the consolidated statement of operations. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide 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 12 for further discussion. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Research and Development | Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Convertible Notes Payable and Derivative Instruments | Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Preferred Shares Extinguishments | Preferred Shares Extinguishments The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate financial statements for the current and comparative year-to-date interim periods beginning on April 1, 2019. The additional elements of the ASU did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE RECOGNITION | The Company recognized the following forms of revenue for the fiscal years ended March 31, 2022 and 2021: SCHEDULE OF REVENUE RECOGNITION 2022 2021 $ $ Device sales 995,876 635,901 Technology fees 5,904,393 2,748,866 Service-related and other revenue 750,000 - Revenue 7,650,269 3,384,767 |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Office equipment 5 years Leasehold improvement 5 years |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at March 31, As at March 31, $ $ Trade and other payables 1,159,477 1,041,385 Accrued liabilities 1,436,270 1,478,739 Accounts payable and accrued liabilities 2,595,747 2,520,124 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Total $ Balance at March 31, 2021 2,617,798 Three months ended June 30, 2021 Accretion of debt discount 1,833,967 Amortization of debt issuance cost 501,200 Total accretion and amortization expenses 2,335,167 Conversion to common shares (Note 9) (1,157,500 ) Balance at June 30, 2021 3,795,465 Three months ended September 30, 2021 Accretion of debt discount 4,627,415 Amortization of debt issuance cost 537,304 Total accretion and amortization expenses 5,164,719 Conversion to common shares (Note 9) (8,679,000 ) Balance at September 30, 2021 281,184 Three months ended December 31, 2021 Accretion of debt discount 782,726 Amortization of debt issuance cost 546,604 Total accretion and amortization expenses 1,329,330 Conversion to common shares (Note 9) (472,500 ) Balance at December 31, 2021 1,138,014 Three months ended March 31, 2022 Accretion of debt discount 353,588 Amortization of debt issuance cost 48,398 Total accretion and amortization expenses 401,986 Conversion to common shares - Balance at March 31, 2022 1,540,000 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Instrument [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Total Derivative liabilities as at March 31, 2021 410,042 Change in fair value of derivatives during the period (203,525 ) Derivative liabilities as at June 30, 2021 206,517 Derivative fair value at issuance during three months ended September 30, 2021 17,084 Change in fair value of derivatives during the period (101,773 ) Derivative liabilities as at September 30, 2021 121,828 Reduction due to preferred shares redeemed / converted (472,835 ) Change in fair value of derivatives during the period 644,774 Derivative liabilities as at December 31, 2021 293,767 Change in fair value of derivatives during the period 58,635 Derivative liabilities as at March 31, 2022 352,402 |
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS | The lattice methodology was used to value the derivative components, using the following assumptions: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Assumptions Dividend yield 12 % Risk-free rate for term 1.63 % – 1.71 % Volatility 101.7 % – to 110.5 % Remaining terms (Years) 3.17 to 4.00 Stock price ($ per share) $ 2.27 and $ 3.98 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES Total $ Balance at March 31, 2021 3,633,856 For the three months ended June 30, 2021 Conversion to common shares (Note 5(b)) (403,108 ) Change in fair value of derivative liabilities 502,508 Balance at June 30, 2021 3,733,256 For the three months ended September 30, 2021 Conversion to common shares (Note 5(b)) (2,744,711 ) Change in fair value of derivative liabilities (295,801 ) Balance at September 30, 2021 692,744 For the three months ended December 31, 2021 Conversion to common shares (Note 5(b)) (250,738 ) Change in fair value of derivative liabilities 129,999 Balance at December 31, 2021 572,005 For the three months ended March 31, 2022 Change in fair value of derivative liabilities (51,258 ) Balance at March 31, 2022 520,747 |
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS | The monte-carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions for the three months ended March 31, 2022: SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS Conversion and redemption features Risk-free rate for term (%) 0.40 1.37 Volatility (%) 66.1 80.3 Remaining terms (Years) 0.12 0.29 Stock price ($ per share) 2.27 3.98 |
STOCKHOLDERS_ DEFICIENCY (Table
STOCKHOLDERS’ DEFICIENCY (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS OUTSTANDING | Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2022 and 2021, were as follows, resulting in warrants outstanding at the end of those respective periods: SCHEDULE OF WARRANTS OUTSTANDING Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Convertible Notes Private Placement Warrants Total As at March 31, 2019 321,314 1,177,157 2,734,530 1,163,722 5,396,723 Less: Expired/cancelled - (148,750 ) - - (148,750 ) Add: Issued - 1,021,430 - - 1,021,430 As at March 31, 2020 321,314 2,049,837 2,734,530 1,163,722 6,269,403 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised - (97,500 ) - - (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 - 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 - 10,843,202 Less: Expired/cancelled (150,841 ) (298,333 ) - - (449,174 ) Less: Exercised (662,389 ) (242,500 ) (555,029 ) - (1,459,918 ) Add: Issued 430,940 212,594 - - 643,534 As at March 31, 2022 876,205 1,802,316 6,899,123 - 9,577,644 Exercise Price $ 1.06 3.00 $ 0.48 3.50 $ 1.06 2.00 Expiration Date July 2022 to January 2031 July 2022 to March 2032 May 2022 to February 2024 |
SCHEDULE OF STOCK OPTION ACTIVITIES | The following table summarizes the stock option activities of the Company to March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 Granted 596,458 1.5272 Exercised - - Expired (56,433 ) 1.5937 Forfeited (134,567 ) 1.5124 Outstanding as of March 31, 2022 7,409,714 2.3466 |
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS | The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS 2022 2021 2020 Exercise price ($) 2.40 3.98 1.40 2.00 1.40 2.00 Risk free interest rate (%) 0.34 2.32 0.18 1.72 0.52 2.81 Expected term (Years) 2.0 10.0 2.0 10.0 2.0 3.0 Expected volatility (%) 106.6 – 129.9 106.8 127.8 97.8 141.1 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 1.19 3.52 0.72 0.76 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year ended March 31, 2022 Year ended March 31, 2021 $ $ Net loss (29,130,477 ) (15,491,176 ) Expected income tax recovery (7,573,924 ) (4,027,706 ) Non-deductible expenses 3,645,962 1,313,530 Other temporary differences (24,972 ) (38,579 ) Change in valuation allowance 3,952,934 2,752,755 Income tax recovery - - |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS As at March 31, 2022 As at March 31, 2021 $ $ Non-capital loss carry forwards 11,214,790 7,311,800 Other temporary differences 16,283 41,256 Valuation allowance (11,231,073 ) (7,353,056 ) Deferred tax assets - - |
OPERATING LEASE RIGHT-OF-USE _2
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Operating Lease Right-of-use Assets And Lease Obligations | |
SCHEDULE OF OPERATING LEASES OBLIGATIONS | SCHEDULE OF OPERATING LEASES OBLIGATIONS $ Operating lease right-of-use asset - initial recognition 1,308,731 Amortization (66,031 ) Balance at March 31, 2022 1,242,700 Operating lease obligation - initial recognition 1,308,730 Repayment and interest accretion 21,608 Balance at March 31, 2022 1,330,338 Current portion of operating lease obligation 210,320 Noncurrent portion of operating lease obligation 1,120,018 |
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION | SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION $ Less than one year 348,565 Beyond one year 1,368,654 Total undiscounted lease obligations 1,717,219 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Cost Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2021 - - - Additions 16,839 12,928 29,767 Balance at March 31, 2022 16,839 12,928 29,767 Accumulated depreciation Office equipment Leasehold improvement Total $ $ $ Balance at March 31, 2021 - - - Depreciation for the year 1,308 1,000 2,308 Balance at March 31, 2022 1,308 1,000 2,308 Net book value Balance at March 31, 2021 - - - Balance at March 31, 2022 15,531 11,928 27,459 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 7,650,269 | $ 3,384,767 |
Device Sales [Member] | ||
Product Information [Line Items] | ||
Revenue | 995,876 | 635,901 |
Technology Fees [Member] | ||
Product Information [Line Items] | ||
Revenue | 5,904,393 | 2,748,866 |
Service Related And Other Revenue [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 750,000 |
BASIS OF PRESENTATION, MEASUR_2
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | $ 93,037,142 | $ 62,817,688 | |||
Working capital deficit | 10,455,997 | ||||
Proceeds from Issuance of Debt | $ 11,756,563 | ||||
Proceeds from Issuance of Common Stock | $ 14,545,805 | $ 250,000 | |||
Economic Injury Disaster Loan [Member] | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from Issuance of Debt | $ 499,900 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated lives | 5 years |
Leasehold Improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Potentially dilutive shares outstanding | 0 | 0 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade and other payables | $ 1,159,477 | $ 1,041,385 |
Accrued liabilities | 1,436,270 | 1,478,739 |
Accounts payable and accrued liabilities | $ 2,595,747 | $ 2,520,124 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade and other payables and accrued liabilities | $ 2,851 | $ 182,995 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |||||
Balance at March 31, 2022 | $ 1,540,000 | $ 1,138,014 | $ 281,184 | $ 3,795,465 | $ 2,617,798 |
Accretion of debt discount | 353,588 | 782,726 | 4,627,415 | 1,833,967 | |
Amortization of Debt Discount (Premium) | 48,398 | 546,604 | 537,304 | 501,200 | |
Total accretion and amortization expenses | 401,986 | 1,329,330 | 5,164,719 | 2,335,167 | |
Conversion to common shares | $ (472,500) | $ (8,679,000) | $ (1,157,500) |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
May 22, 2020 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 21, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 08, 2021 | |
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 12,000,000 | |||||||
Interest and Debt Expense | $ 151,797 | |||||||
Proceeds from Issuance of Debt | $ 11,756,563 | |||||||
Proceeds from Convertible Debt | 11,375,690 | |||||||
Derivative Liability | $ 293,767 | $ 352,402 | $ 410,042 | $ 121,828 | $ 206,517 | |||
Exercise Price | $ 1.06 | |||||||
Debt Instrument, Unamortized Discount | $ 144,953 | |||||||
Warrant Outstanding | 658,355 | 97,500 | ||||||
Conversion Notice [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion, Description | The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice. | |||||||
General and Administrative Expenses [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest and Debt Expense | $ 267,959 | |||||||
Interest Expense, Debt | $ 546,878 | $ 488,186 | ||||||
Series A Preferred Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion | $ 100,000 | |||||||
Accrued interest | $ 15,000 | |||||||
Shares Issued | 115 | |||||||
Note Holder One [Member] | Series A Preferred Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion | 100,000 | |||||||
Accrued interest | $ 15,000 | |||||||
Shares Issued | 115 | |||||||
Note Holder One [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Stock issued during period warrants exercise | $ 67,941 | |||||||
Stock issued during period warrants subscribe shares | 97,500 | |||||||
Placement Agent [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Placement Agent Fees Description | The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. | |||||||
Four Noteholders [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible notes | $ 1,540,000 | |||||||
Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrants and Rights Outstanding, Term | 1 year | |||||||
Proceeds from short term debt | $ 500,000 | |||||||
Repayments of Debt | 908,082 | |||||||
Debt Instrument, Face Amount | 600,577 | |||||||
Promissory Note [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest Rate | 10% | |||||||
Promissory Note [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest Rate | 12% | |||||||
Short Term Loan [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | 1,059,643 | |||||||
Series A Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest Rate | 12% | |||||||
Debt Conversion | $ 9,836,500 | 739,000 | ||||||
Accrued interest | $ 108,756 | $ 432,824 | ||||||
Shares Issued | 4,488,567 | 751,487 | ||||||
Proceeds from Issuance of Debt | $ 11,275,500 | |||||||
Debt Conversion, Description | the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. | |||||||
Proceeds from Convertible Debt | 10,135,690 | |||||||
Derivative Liability | 6,932,194 | |||||||
Debt Instrument, Unamortized Discount | $ 2,301,854 | |||||||
Payments of Debt Issuance Costs | $ 8,088,003 | |||||||
Series A Notes [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Placement Agent Fees Description | The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. | |||||||
Series A Notes [Member] | Placement Agent [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Placement Agent Fees Description | The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes. | |||||||
Series A Notes Second [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion, Description | the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. | |||||||
Sale of Stock, Price Per Share | $ 4 | |||||||
Series B Notes [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion | $ 472,500 | |||||||
Accrued interest | $ 64,079 | 8,360 | ||||||
Shares Issued | 207,516 | |||||||
Debt Conversion, Description | The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage | |||||||
Proceeds from Convertible Debt | 1,240,000 | |||||||
Derivative Liability | 497,042 | |||||||
Debt Instrument, Unamortized Discount | $ 1,312,500 | |||||||
Payments of Debt Issuance Costs | $ 10,000 | |||||||
Series B Notes [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||
Exercise Price | $ 1.06 | |||||||
Warrant Outstanding | 100,000 | |||||||
Series B Notes [Member] | Warrants One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Exercise Price | $ 1.5 | |||||||
Warrant Outstanding | 212,500 | |||||||
Series B Notes [Member] | Accreditor Investors [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,312,500 |
TERM LOAN (Details Narrative)
TERM LOAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 21, 2021 | Mar. 31, 2022 | |
Term Loan | ||
Debt instrument, face amount | $ 12,000,000 | |
Debt instrument maturity date | Dec. 21, 2026 | |
Debt instrument frequency of periodic payment | on each February | |
Date of first required payment | Feb. 15, 2022 | |
Debt Instrument, Payment Terms | Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances | |
Origination fee amount | $ 120,000 | |
Exit Fees | $ 600,000 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 57,536 | |
Proceeds from Issuance of Warrants | $ 198,713 | |
Paid debt issuance costs | 50,000 | |
Amortization of debt issuance costs | 193,437 | |
Unamortized Debt Issuance Expense | 48,484 | |
Debt Instrument, Unamortized Discount | 144,953 | |
Business Exit Costs | 12,000,000 | |
Repayments of Short-Term Debt | 1,574,068 | |
Fair Value Adjustment of Warrants | $ 1,042,149 | |
Amortization of Debt Issuance Costs and Discounts | $ 54,822 | |
Interest expense | $ 379,500 |
FEDERALLY GUARANTEED LOANS (Det
FEDERALLY GUARANTEED LOANS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2022 | May 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Additional Paid in Capital | $ 56,298,726 | $ 91,507,478 | |||
Captioned Program [Member] | US Small Business Administration [Member] | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from Loans | $ 370,900 | ||||
Description debt instrument term | The loan has a term of 30 years and an interest rate of 3.75%, without the requirement for payment in its first 12 months. | ||||
Debt Instrument, Term | 30 years | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||
Additional Paid in Capital | $ 499,900 | ||||
Paycheck Protection Program [Member] | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from Loans | $ 1,200,000 | ||||
Debt Instrument, Decrease, Forgiveness | 1,156,453 | ||||
Rent reduction expense | 43,547 | ||||
Rent reduction expense |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Derivative liabilities, beginning balance | $ 293,767 | $ 121,828 | $ 206,517 | $ 410,042 |
Change in fair value of derivatives | 58,635 | 644,774 | (101,773) | (203,525) |
Derivative fair value at issuance | 17,084 | |||
Reduction due to preferred shares redeemed / converted | (472,835) | |||
Derivative liabilities, ending balance | 352,402 | 293,767 | 121,828 | 206,517 |
Derivative liabilities, beginning balance | 3,633,856 | |||
Conversion to common shares | 472,500 | 8,679,000 | 1,157,500 | |
Change in fair value of derivatives | (58,635) | (644,774) | 101,773 | 203,525 |
Derivative liabilities, beginning balance | 3,633,856 | |||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Change in fair value of derivatives | (51,258) | 129,999 | 295,801 | (502,508) |
Derivative liabilities, beginning balance | 520,747 | 572,005 | 692,744 | 3,733,256 |
Conversion to common shares | (250,738) | (2,744,711) | (403,108) | |
Change in fair value of derivatives | 51,258 | (129,999) | (295,801) | $ 502,508 |
Derivative liabilities, beginning balance | $ 572,005 | $ 692,744 | $ 3,733,256 |
SCHEDULE OF DERIVATIVE COMPONEN
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) | 12 Months Ended |
Mar. 31, 2022 $ / shares | |
Minimum [Member] | |
Derivative [Line Items] | |
Stock price | $ 2.27 |
Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Stock price | 2.27 |
Maximum [Member] | |
Derivative [Line Items] | |
Stock price | 3.98 |
Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Stock price | $ 3.98 |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Volatility | 12 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Volatility | 1.63 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Volatility | 0.0040 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Volatility | 1.71 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Volatility | 0.0137 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Volatility | 101.7 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Volatility | 0.661 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Volatility | 110.5 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Volatility | 0.803 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 3 years 2 months 1 day |
Measurement Input, Expected Term [Member] | Minimum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 1 month 13 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 4 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | Conversion And Redemption Features [Member] | |
Derivative [Line Items] | |
Derivative liability, remaining term (Years) | 3 months 14 days |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
May 22, 2020 | Jan. 09, 2020 | Oct. 31, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 19, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Preferred Stock, Shares Issued | 1 | 1 | ||||||
Stock Issued During Period, Shares, New Issues | 60,000 | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | $ 200,000 | ||||||
Deemed dividend distribution | $ 153,974 | |||||||
Derivative Financial Instruments, Liabilities [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Redeemed and derivative liabilities | $ 225,919 | |||||||
Preferred Stock [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Stock Redeemed or Called During Period, Value | 230,000 | |||||||
Deemed dividend distribution | 4,081 | |||||||
Converted preferred value | 715,000 | |||||||
Unpaid interests | 1,076,513 | |||||||
Common Stock [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 69,252 | |||||||
Stock Redeemed or Called During Period, Value | 1,226,406 | |||||||
Deemed dividend distribution | $ 149,893 | |||||||
Converted preferred to Common Stock | 288,756 | |||||||
Promissory Notes [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 1,830 | |||||||
Proceeds from convertible notes payable | $ 1,830,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Preferred Stock, Shares Issued | 215 | 7,830 | 7,200 | 8,045 | 7,830 | |||
Stock Issued During Period, Shares, New Issues | 100 | 6,000 | 100 | 288,756 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | $ 6,000,000 | $ 100,000 | $ 100,000 | ||||
Debt Conversion, Converted Instrument, Amount | 100,000 | |||||||
Interest Payable | $ 15,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 115 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 08, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
As at March 31, 2021 | 10,843,202 | 10,843,202 | 6,269,403 | 5,396,723 | |
Less: Expired/cancelled | (449,174) | (2,475,273) | (148,750) | ||
Add: Issued | 643,534 | 7,146,572 | 1,021,430 | ||
Less: Exercised | (1,459,918) | (97,500) | |||
As at March 31, 2022 | 9,577,644 | 10,843,202 | 6,269,403 | ||
Exercise Price | $ 1.06 | ||||
Broker Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
As at March 31, 2021 | 1,258,495 | 1,258,495 | 321,314 | 321,314 | |
Less: Expired/cancelled | (150,841) | (128,676) | |||
Add: Issued | 430,940 | 1,065,857 | |||
Less: Exercised | (662,389) | ||||
As at March 31, 2022 | 876,205 | 1,258,495 | 321,314 | ||
Expiration Date | July 2022 to January 2031 | ||||
Broker Warrants [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise Price | $ 1.06 | ||||
Broker Warrants [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise Price | $ 3 | ||||
Consultant Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
As at March 31, 2021 | 2,130,555 | 2,130,555 | 2,049,837 | 1,177,157 | |
Less: Expired/cancelled | (298,333) | (271,365) | (148,750) | ||
Add: Issued | 212,594 | 449,583 | 1,021,430 | ||
Less: Exercised | (242,500) | (97,500) | |||
As at March 31, 2022 | 1,802,316 | 2,130,555 | 2,049,837 | ||
Expiration Date | May 2022 to February 2024 | ||||
Consultant Warrants [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise Price | $ 0.48 | ||||
Consultant Warrants [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise Price | $ 3.50 | ||||
Warrants Issued on Conversion of Convertible Notes [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
As at March 31, 2021 | 7,454,152 | 7,454,152 | 2,734,530 | 2,734,530 | |
Less: Expired/cancelled | (911,510) | ||||
Add: Issued | 5,631,132 | ||||
Less: Exercised | (555,029) | ||||
As at March 31, 2022 | 6,899,123 | 7,454,152 | 2,734,530 | ||
Expiration Date | July 2022 to March 2032 | ||||
Private Placement Warrants [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
As at March 31, 2021 | 1,163,722 | 1,163,722 | |||
Less: Expired/cancelled | (1,163,722) | ||||
Add: Issued | |||||
Less: Exercised | |||||
As at March 31, 2022 | 1,163,722 | ||||
Warrants Issued on Conversion of Convertible Notes [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise Price | $ 1.06 | ||||
Warrants Issued on Conversion of Convertible Notes [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise Price | $ 2 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average exercise price, Outstanding | $ 0.72 | $ 0.76 | ||||
Weighted average exercise price, Outstanding | $ 0.72 | $ 0.76 | ||||
Equity Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of options, granted | 596,458 | 2,610,647 | 88,100 | 270,521 | 4,147,498 | |
Weighted average exercise price, Granted | $ 1.5272 | $ 1.0072 | $ 0.7763 | $ 1.8096 | $ 3.2306 | |
Number of options, Exercised | ||||||
Weighted average exercise price, Exercised | ||||||
Number of options, Outstanding | 7,004,256 | 4,393,610 | 4,418,019 | 4,147,498 | ||
Weighted average exercise price, Outstanding | $ 2.3268 | $ 3.1069 | $ 3.1436 | $ 3.2306 | ||
Number of options, Expired | (112,509) | |||||
Weighted average exercise price, Expired | 1.5937 | $ 2.723 | ||||
Number of options, Expired | (56,433) | |||||
Number of options, Forfeited | (134,567) | |||||
Weighted average exercise price, Forfeited | $ 1.5124 | |||||
Number of options, Outstanding | 7,409,714 | 7,409,714 | 7,004,256 | 4,393,610 | 4,418,019 | |
Weighted average exercise price, Outstanding | $ 2.3466 | $ 2.3466 | $ 2.3268 | $ 3.1069 | $ 3.1436 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Expected dividend yield | 0% | 0% | 0% |
Fair value of option | $ 0.72 | $ 0.76 | |
Expected forfeiture (attrition) rate | 0% | 0% | 0% |
Minimum [Member] | |||
Exercise price | $ 2.40 | $ 1.40 | $ 1.40 |
Risk free interest rate | 0.34% | 0.18% | 0.52% |
Expected term (Years) | 2 years | 2 years | 2 years |
Expected volatility | 106.60% | 106.80% | 97.80% |
Fair value of option | $ 1.19 | ||
Maximum [Member] | |||
Exercise price | $ 3.98 | $ 2 | $ 2 |
Risk free interest rate | 2.32% | 1.72% | 2.81% |
Expected term (Years) | 10 years | 10 years | 3 years |
Expected volatility | 129.90% | 127.80% | 141.10% |
Fair value of option | $ 3.52 |
STOCKHOLDERS_ DEFICIENCY (Detai
STOCKHOLDERS’ DEFICIENCY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 21, 2021 | Dec. 31, 2020 | May 22, 2020 | Jan. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Class of Stock [Line Items] | |||||||||
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Number of warrant issued | 60,000 | ||||||||
Common Stock, Shares, Issued | 49,810,322 | 36,124,964 | |||||||
Common Stock, Other Shares, Outstanding | 1,466,718 | 2,889,978 | |||||||
Preferred Stock, Shares Outstanding | 1 | 1 | |||||||
Beneficially qwnership shares | 49,810,322 | 36,124,964 | |||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | $ 5,758,572 | |||||||
Number of common stock compensation for services | 1,900,042 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||||||||
Issuance of shares for services | $ 1,414,449 | $ 2,598,863 | |||||||
Stock and preference stock | 100,000 | 200,000 | |||||||
Proceeds from Issuance of Common Stock | $ 14,545,805 | $ 250,000 | |||||||
Shares outstanding | 123,817 | ||||||||
Number of warrants issued | 446,370 | 97,500 | |||||||
Fair value of warrants | $ 1,042,149 | ||||||||
Class of Warrant or Right, Outstanding | 658,355 | 97,500 | |||||||
Proceeds from warrant exercise | $ 872,292 | $ 67,941 | |||||||
Share-Based Payment Arrangement, Noncash Expense | 913,613 | $ 790,535 | |||||||
Intrinsic value | $ 0 | ||||||||
2016 Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock compensation for services, value | $ 1,600,515 | ||||||||
Expected life | 10 years | ||||||||
Share Price | $ 0.974 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 596,458 | 2,610,647 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 9 months | 8 years 8 months 12 days | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 913,613 | $ 790,535 | |||||||
Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 2 years | 2 years | 2 years | ||||||
Exercise price | $ 2.40 | $ 1.40 | $ 1.40 | ||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 3 years | ||||||||
Rate of return | 0.46% | ||||||||
Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 10 years | 10 years | 3 years | ||||||
Exercise price | $ 3.98 | $ 2 | $ 2 | ||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Rate of return | 0.75% | ||||||||
Uplisting Public Stock Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant issued | 5,382,331 | ||||||||
Shares conversion of convertible securities | 69,252 | ||||||||
Proceeds from Issuance of Common Stock | $ 14,545,805 | ||||||||
Series A Notes [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of stock issued during the period convertible, shares | 18,402 | 733,085 | |||||||
Convertible Promissory Notes [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of stock issued during the period convertible, shares | 4,696,083 | ||||||||
Repayments of Debt | $ 14,522,812 | $ 1,011,286 | |||||||
Convertible Notes Payable | 10,309,000 | 739,000 | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 3,398,557 | 225,284 | |||||||
Unpaid interest amount | 815,255 | 47,002 | |||||||
Stock Issued During Period, Value, New Issues | 15,678,454 | 1,076,561 | |||||||
Fair value of stock to be issued | $ 1,155,642 | 38,460 | |||||||
Loss on conversion of convertible promissory notes | 103,375 | ||||||||
Shares conversion of convertible securities | 19,263 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant issued | 658,355 | ||||||||
Number of common stock compensation for services | 212,594 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 451,688 | ||||||||
Cash receipt amount | $ 872,292 | 67,941 | |||||||
Proceeds from warrant exercise | $ 103,950 | ||||||||
Cashless Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant issued | 446,370 | ||||||||
Shares To Be Issued [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | |||||||||
Shares conversion of convertible securities | (19,263) | ||||||||
Stock Issued During Period, Shares, Issued for Services | (250,000) | 89,652 | |||||||
Issuance of shares for services | $ (242,500) | $ 111,470 | |||||||
Stock and preference stock | $ 250,000 | ||||||||
Shares outstanding | 123,817 | 268,402 | 178,750 | ||||||
Exchange Agreement [Member] | 11% Secured Convertible Promissory Notes [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Description | The outstanding 11% secured convertible promissory notes of the Company 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 Biotricity at a 25% discount to purchase price per share in Biotricity’s next offering | ||||||||
Discount percentage for purchase price per shares | 25% | ||||||||
Exchange Agreement [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock exchange description | 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 | ||||||||
Exchange Agreement [Member] | Advisor Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock exchange description | 1.197 shares of the common stock of Biotricity 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 | ||||||||
Exchange Agreement [Member] | Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock exchange description | 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 | ||||||||
Exchange Agreement Axis [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of common stock issued and outstanding | 9,000% | ||||||||
Shareholders [Member] | Exchange Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant issued | 51,277,040 | 39,014,942 | |||||||
Common stock exchange description | 1.197 shares of its common stock in exchange for each common share of the Company held by the Company 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 [Member] | Exchange Agreement Axis [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant issued | 13,376,947 | ||||||||
Chief Executive Officer [Member] | Exchange Agreement Axis [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Beneficially qwnership shares | 6,500,000 | ||||||||
Exchangeco [Member] | Exchange Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock exchange description | 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. Accordingly, the Company issued 9,123,031 Exchangeable Shares | ||||||||
Number of exchangeable shares issued | 9,123,031 | ||||||||
Investors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant issued | 1,423,260 | 898,084 | |||||||
AdvisorAndConsultantTwoMember | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock compensation for services | 25,000 | 449,583 | |||||||
Number of common stock compensation for services, value | $ 275,801 | ||||||||
Fair value of warrants | $ 541,443 | ||||||||
AdvisorAndConsultantTwoMember | Warrant [Member] | Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 3 years | ||||||||
AdvisorAndConsultantTwoMember | Warrant [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 10 years | ||||||||
Chief Financial Officer [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued | 788,806 | 288,806 | |||||||
Fair value of warrants | $ 464,971 | ||||||||
Brokers [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 1,065,857 | ||||||||
Convertible Note Holders [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 5,631,132 | ||||||||
Executive Officer [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock compensation for services | 187,594 | ||||||||
Lenders [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 57,536 | ||||||||
Warrants and Rights Outstanding | $ 198,713 | ||||||||
Expixy date | Dec. 21, 2028 | ||||||||
Exercise price | $ 6.26 | ||||||||
Rate of return | 1.40% | ||||||||
Volatility rate | 121.71% | ||||||||
Underwriter [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 373,404 | ||||||||
Warrants and Rights Outstanding | $ 900,371 | ||||||||
Expixy date | Aug. 26, 2026 | ||||||||
Exercise price | $ 3.75 | ||||||||
Rate of return | 0.77% | ||||||||
Volatility rate | 111.90% | ||||||||
Employee [Member] | 2016 Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 10 years | ||||||||
Board of Director [Member] | 2016 Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Expected life | 10 years | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 132.20% | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 20,000 | 20,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Number of warrant issued | 100 | 6,000 | 100 | 288,756 | |||||
Preferred Stock, Shares Outstanding | 7,200 | 8,045 | |||||||
Dividends, Preferred Stock | $ 962,148 | ||||||||
Dividends, Cash | $ 602,969 | ||||||||
Stock and preference stock | $ 100,000 | $ 6,000,000 | $ 100,000 | $ 100,000 | |||||
Issuance of preferred shares for private placement investors shares | 100 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (29,130,477) | $ (15,491,176) |
Expected income tax recovery | (7,573,924) | (4,027,706) |
Non-deductible expenses | 3,645,962 | 1,313,530 |
Other temporary differences | (24,972) | (38,579) |
Change in valuation allowance | 3,952,934 | 2,752,755 |
Income tax recovery |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Non-capital loss carry forwards | $ 11,214,790 | $ 7,311,800 |
Other temporary differences | 16,283 | 41,256 |
Valuation allowance | (11,231,073) | (7,353,056) |
Deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 26% | |
Operating Loss Carryforwards | $ 43,133,807 | $ 28,122,308 |
Operating loss carryforwards, expiration date, description | These losses will expire between 2035 to 2039 |
SCHEDULE OF OPERATING LEASES OB
SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Lease Right-of-use Assets And Lease Obligations | ||
Operating lease right-of-use asset - initial recognition | $ 1,308,731 | |
Amortization | (66,031) | |
Balance at March 31, 2022 | 1,242,700 | |
Operating lease obligation - initial recognition | 1,308,730 | |
Repayment and interest accretion | 21,608 | |
Balance at March 31, 2021 | 1,330,338 | |
Current portion of operating lease obligation | 210,320 | $ 58,257 |
Noncurrent portion of operating lease obligation | $ 1,120,018 |
SCHEDULE OF CONTRACTUAL UNDISCO
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details) | Mar. 31, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
Total undiscounted lease obligations | $ 1,717,219 |
Less Than One Year [Member] | |
Lessee, Lease, Description [Line Items] | |
Total undiscounted lease obligations | 348,565 |
Beyond One Year [Member] | |
Lessee, Lease, Description [Line Items] | |
Total undiscounted lease obligations | $ 1,368,654 |
OPERATING LEASE RIGHT-OF-USE _3
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 02, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating Lease, Weighted Average Discount Rate, Percent | 11.40% | ||
General and Administrative Expense [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease expense | $ 293,888 | $ 213,826 | |
New Lease Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deposit liability | $ 85,000 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cost, beginning balance | ||
Additions | 29,767 | |
Cost, ending balance | 29,767 | |
Accumulated depreciation, beginning balance | ||
Depreciation | 2,308 | |
Accumulated depreciation, ending balance | 2,308 | |
Net book value, beginning balance | ||
Net book value, ending balance | 27,459 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost, beginning balance | ||
Additions | 16,839 | |
Cost, ending balance | 16,839 | |
Accumulated depreciation, beginning balance | ||
Depreciation | 1,308 | |
Accumulated depreciation, ending balance | 1,308 | |
Net book value, beginning balance | ||
Net book value, ending balance | 15,531 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost, beginning balance | ||
Additions | 12,928 | |
Cost, ending balance | 12,928 | |
Accumulated depreciation, beginning balance | ||
Depreciation | 1,000 | |
Accumulated depreciation, ending balance | 1,000 | |
Net book value, beginning balance | ||
Net book value, ending balance | $ 11,928 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 12,928 | |
Furniture and fixtures | 16,839 | |
Depreciation expense | $ 2,308 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Depreciation expense | $ 1,000 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Jul. 14, 2022 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | ||
Issuance of common shares for private placement, shares | 60,000 | |
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Conversion of stock issued | 390,464 | |
Conversion of Stock, Amount Issued | $ 302,000 | |
Two Advisor [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Issuance of common shares for private placement, shares | 41,020 |