Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~50,682,726~~51,047,864 shares of Common Stock, $0.001 par value, at ~~November~~February 14, ~~2022.~~2023. As at that same date, the Company also has 1,466,718 Exchangeable Shares outstanding that convert directly into common shares, which when combined with its Common Stock produce an amount equivalent to ~~52,149,444~~52,514,582 outstanding voting securities.

AS AT ~~SEPTEMBER 30,~~DECEMBER 31, 2022 (unaudited) AND MARCH 31, 2022 (audited)


	As at September 30, 2022			As at March 31, 2022			As at December 31, 2022			As at March 31, 2022
		$			$		$			$
CURRENT ASSETS
Cash		2,497,804			12,066,929			451,421			12,066,929
Accounts receivable, net		2,008,774			2,006,678			1,975,403			2,006,678
Inventory		1,853,554			842,924			1,931,894			842,924
Deposits and other receivables		391,646			406,280			435,657			406,280
Total current assets		6,751,778			15,322,811			4,794,375			15,322,811

Deposits [Note 10]		85,000			85,000			85,000			85,000
Long-term accounts receivable		51,636			-			72,074			-
Property and equipment [Note 11]		24,482			27,459			22,994			27,459
Operating right-of-use lease asset [Note 10]		1,140,209			1,242,700			1,672,653			1,242,700
TOTAL ASSETS		8,053,105			16,677,970			6,647,096			16,677,970

CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]		2,635,498			2,595,747			3,490,426			2,595,747
Convertible promissory notes and short term loans [Note 5]		1,138,000			1,540,000
Convertible promissory notes and short-term loans [Note 5]								3,125,637			1,540,000
Derivative liabilities [Note 8]		387,338			520,747			351,719			520,747
Operating lease current liability [Note 10]		227,997			210,320			322,882			210,320
Total current liabilities		4,388,833			4,866,814			7,290,664			4,866,814

Federally guaranteed loans [Note 7]		870,800			870,800			870,800			870,800
Term loan [Note 6]		11,713,581			11,612,672			11,764,642			11,612,672
Derivative liabilities [Note 8]		701,636			352,402			741,675			352,402
Operating lease liability [Note 10]		1,001,891			1,120,018			1,461,022			1,120,018
TOTAL LIABILITIES		18,676,741			18,822,706			22,128,803			18,822,706

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 authorized as at September 30, 2022 and March 31, 2022, respectively, 1 share issued and outstanding as at September 30, 2022 and March 31, 2022, respectively [Note 9]		1			1
Preferred stock, $0.001 par value, 20,000 authorized as at September 30, 2022 and March 31, 2022, respectively, 6,801 and 7,200 preferred shares issued and outstanding as at September 30, 2022 and as at March 31, 2022, respectively [Note 9]		7			7
Preferred stock, $0.001 par value, 10,000,000 authorized as at December 31, 2022 and March 31, 2022, respectively, 1 share issued and outstanding as at December 31, 2022 and March 31, 2022, respectively [Note 9]								1			1
Series A preferred stock, $0.001 par value, 20,000 authorized as at December 31, 2022 and March 31, 2022, respectively, 6,305 and 7,201 preferred shares issued and outstanding as at December 31, 2022 and as at March 31, 2022, respectively [Note 9]								6			7
Preferred stock value		1			1			1			1

Common stock, $0.001 par value, 125,000,000 authorized as at September 30, 2022 and March 31, 2022, respectively. Issued and outstanding common shares: 50,431,245 and 49,810,322 as at September 30, 2022 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 and 1,466,718 outstanding as at September 30, 2022 and March 31, 2022, respectively [Note 9]		51,898			51,277
Shares to be issued 23,723 and 123,817 shares of common stock as at September 30, 2022 and March 31, 2022, respectively [Note 9]		24,999			102,299
Common stock, $0.001 par value, 125,000,000 authorized as at December 31, 2022 and March 31, 2022, respectively. Issued and outstanding common shares: 50,775,354 and 49,810,322 as at December 31, 2022 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 and 1,466,718 outstanding as at December 31, 2022 and March 31, 2022, respectively [Note 9]								52,242			51,277
Shares to be issued 23,723 and 123,817 shares of common stock as at December 31, 2022 and March 31, 2022, respectively [Note 9]								24,999			102,299
Additional paid-in-capital		92,335,492			91,507,478			92,297,390			91,507,478
Accumulated other comprehensive loss		(70,135	)		(768,656	)		(142,958	)		(768,656	)
Accumulated deficit		(102,965,898	)		(93,037,142	)		(107,713,387	)		(93,037,142	)
Total stockholders’ deficiency		(10,623,636	)		(2,144,736	)		(15,481,707	)		(2,144,736	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		8,053,105			16,677,970			6,647,096			16,677,970

See accompanying notes to unaudited condensed consolidated interim financial statements

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021 (unaudited)


	3 Months Ended September 30, 2022			3 Months Ended September 30, 2021			6 Months Ended September 30, 2022			6 Months Ended September 30, 2021			3 Months Ended December 31, 2022			3 Months Ended December 31, 2021			9 Months Ended December 31, 2022			9 Months Ended December 31, 2021
	$			$			$			$			$			$			$			$

REVENUE		2,381,389			1,807,309			4,437,441			3,571,419			2,459,181			1,930,108			6,896,622			5,501,527

Cost of Revenue		1,101,152			672,711			1,932,075			1,266,740			1,057,215			1,105,271			2,989,290			2,372,011
NET REVENUE		1,280,237			1,134,598			2,505,366			2,304,679			1,401,966			824,837			3,907,332			3,129,516

EXPENSES
General and administrative expenses [Notes 5,6, 8, 9 and 10]		4,883,861			5,677,786			9,764,864			9,261,386
General and administrative expenses [Notes 5, 6, 9 and 10]														4,777,366			4,659,638			14,542,230			13,921,024
Research and development expenses		828,914			625,638			1,650,090			1,214,635			876,460			900,499			2,526,550			2,115,134
TOTAL OPERATING EXPENSES		5,712,775			6,303,424			11,414,954			10,476,021			5,653,826			5,560,137			17,068,780			16,036,158
LOSS FROM OPERATIONS														(4,251,860	)		(4,735,300	)		(13,161,448	)		(12,906,642	)

Other (income)/expense [Note 8]		(2,891	)		-			(2,891	)		(14,058	)
Loss upon convertible promissory notes conversion [Note 5 and 9 (c)]		40,020			816,929			90,928			850,420
Other (expense) income [Note 3, 5]														(119,880	)		40,512			(116,989	)		54,558
Gain (loss) upon convertible notes conversion and repayment [Note 5 and 9 (d)]														5,391			(305,246	)		(85,537	)		(1,155,643	)
Accretion and amortization expenses [Note 6]		50,839			5,164,719			100,909			7,499,886			(51,061	)		(1,334,842	)		(151,970	)		(8,834,728	)
Change in fair value of derivative liabilities [Note 8]		172,042			(397,584	)		370,266			(98,601	)		(99,705	)		(774,773	)		(469,971	)		(676,182	)
NET LOSS BEFORE INCOME TAXES		(4,692,548	)		(10,752,890	)		(9,468,800	)		(16,408,989	)		(4,517,115	)		(7,109,649	)		(13,985,915	)		(23,518,637	)

Income taxes		—			—			—			—			—			—			—			—
NET LOSS BEFORE DIVIDENDS		(4,692,548	)		(10,752,890	)		(9,468,800	)		(16,408,989	)		(4,517,115	)		(7,109,649	)		(13,985,915	)		(23,518,637	)

Less: Preferred Stock Dividends		211,819			244,600			459,956			485,864
Adjustment: Preferred Stock Dividends														(230,374	)		(233,222	)		(690,330	)		(719,086	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKLHOLDERS		(4,904,367	)		(10,997,490	)		(9,928,756	)		(16,894,853	)		(4,747,489	)		(7,342,871	)		(14,676,245	)		(24,237,723	)

Translation adjustment		465,517			11,663			698,521			18,223			(72,823	)		(20,064	)		625,698			(1,841	)

COMPREHENSIVE LOSS		(4,438,850	)		(10,985,827	)		(9,230,235	)		(16,876,630	)		(4,820,312	)		(7,362,935	)		(14,050,547	)		(24,239,564	)

LOSS PER SHARE, BASIC AND DILUTED		(0.094	)		(0.256	)		(0.192	)		(0.412	)		(0.091	)		(0.149	)		(0.283	)		(0.554	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		52,019,359			42,928,242			51,650,228			41,022,411			52,142,669			49,168,264			51,814,972			43,747,569

See accompanying notes to unaudited condensed consolidated interim financial statements

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021 (unaudited)

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

Balance, March 31, 2021 (audited)		8,046		9		39,014,942		39,015		268,402		280,960		56,298,726			(634,186	)		(62,817,688	)		(6,833,164	)
Beginning balance		8,046		9		39,014,942		39,015		268,402		280,960		56,298,726			(634,186	)		(62,817,688	)		(6,833,164	)
Issuance of common shares for private placement [Note 9]		-		-		69,252		69		-		-		249,931			-			-			250,000
Issuance of common shares for private placement		-		-		69,252		69		-		-		249,931			-			-			250,000
Issuance of preferred shares for private placement [Note 9]		100		-		-		-		-		-		100,000			-			-			100,000
Issuance of preferred shares for private placement		100		-		-		-		-		-		100,000			-			-			100,000
Derivative liabilities adjustment pursuant to issuance of preferred shares		-		-		-		-		-		-		(17,084	)		-			-			(17,084	)
Derivative liabilities adjustment pursuant to issuance of preferred shares		-		-		-		-		-		-		(17,084	)		-			-			(17,084	)
Issuance of shares from uplisting [Note 9]		-		-		5,382,331		5,382		-		-		14,540,423			-			-			14,545,805
Issuance of shares from uplisting		-		-		5,382,331		5,382		-		-		14,540,423			-			-			14,545,805
Balance, September 30, 2021 (unaudited)																										8,146			9			48,876,312		48,876		1,014,303			3,130,926			84,893,876			(615,963	)		(79,712,541	)		7,745,183
Conversion of convertible notes into common shares		-		-		3,848,688		3,849		602,059		2,528,987		12,117,134			-			-			14,649,970			-			-			207,516		208		-			-			875,105			-			-			875,313
Conversion of convertible notes into common shares		-		-		3,848,688		3,849		602,059		2,528,987		12,117,134			-			-			14,649,970
Issuance of additional shares to convertible note holders																										-			-			37,820		38		-			-			153,133			-			-			153,171
Conversion of preferred shares into common shares																										(715	)		(1	)		-		-		288,756			1,198,914			(715,000	)		-			-			483,913
Preferred stock purchased back via cash																										(230	)		-			-		-		-			-			(230,000	)		-			-			(230,000	)
Issuance of shares for services		-		-		181,666		182		81,522		255,979		568,433			-			-			824,594			-			-			131,522		132		(81,522	)		(255,979	)		398,348			-			-			142,501
Issuance of shares for services		-		-		181,666		182		81,522		255,979		568,433			-			-			824,594
Exercise of warrants for cash																										-			-			42,500		43		11,792			12,500			26,608			-			-			39,151
Issuance of warrants for services		-		-		-		-		-		-		296,250			-			-			296,250			-			-			-		-		-			-			371,763			-			-			371,763
Issuance of warrants for services		-		-		-		-		-		-		296,250			-			-			296,250
Exercise of warrants for cash		-		-		294,253		294		61,320		65,000		414,519			-			-			479,813
Exercise of warrants for cash		-		-		294,253		294		61,320		65,000		414,519			-			-			479,813
Stock based compensation - ESOP [Note 9]		-		-		-		-		-		-		325,629			-			-			325,629
Stock based compensation - ESOP		-		-		-		-		-		-		325,629			-			-			325,629			-			-			-		-		-			-			100,650			-			-			100,650
Cashless exercise of warrants		-		-		85,180		85		1,000		-		(85	)		-			-			-
Cashless exercise of warrants		-		-		85,180		85		1,000		-		(85	)		-			-			-			-			-			361,190		361		-			-			-			-			-			361
Translation adjustment		-		-		-		-		-		-		-			18,223			-			18,223			-			-			-		-		-			-			-			(20,064	)					(20,064	)
Net loss before dividends for the period		-		-		-		-		-		-		-			-			(16,408,989	)		(16,408,989	)		-			-			-		-		-			-			-			-			(7,109,649	)		(7,109,649	)
Preferred stock dividends		-		-		-		-		-		-		-			-			(485,864	)		(485,864	)		-			-			-		-		-			-			-			-			(233,222	)		(233,222	)
Balance, September 30, 2021 (unaudited)		8,146		9		48,876,312		48,876		1,014,303		3,130,926		84,893,876			(615,963	)		(79,712,541	)		7,745,183
Ending balance		8,146		9		48,876,312		48,876		1,014,303		3,130,926		84,893,876			(615,963	)		(79,712,541	)		7,745,183
Balance, December 31, 2021 (unaudited)																										7,201			8			49,656,860		49,657		1,233,329			4,086,361			85,874,483			(636,027	)		(87,055,411	)		2,319,071

See accompanying notes to unaudited condensed consolidated interim financial statements

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021 (UNAUDITED)


	Six Months Ended September 30, 2022			Six Months Ended September 30, 2021			Nine Months Ended December 31, 2022			Nine Months Ended December 31, 2021
	$			$			$			$

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(9,468,800	)		(16,408,989	)
Net loss before dividends								(13,985,915	)		(23,518,637	)
Adjustments to reconcile net loss to net cash used in operations:
Stock based compensation		302,528			325,629			365,653			426,280
Issuance of shares for services		37,787			824,594			150,418			967,092
Issuance of warrants for services		154,746			296,250			232,526			469,300
Accretion and amortization expenses		100,909			7,499,886			151,970			8,834,728
Change in fair value of derivative liabilities		370,266			(98,601	)		469,971			676,182
Loss upon convertible promissory notes conversion		90,928			850,420
Loss upon convertible promissory notes and preferred stock conversions, net								85,537			1,116,339
Loss on debt and warrant modification								126,158			-
Property and equipment depreciation		2,977			-			4,465			819

Changes in operating assets and liabilities:
Accounts receivable, net		(53,732	)		(77,875	)		(40,799	)		(420,592	)
Inventory		(1,010,630	)		154,402			(1,088,970	)		(87,341	)
Deposits and other receivables		(27,866	)		(164,082	)		(71,877	)		(176,958	)
Accounts payable and accrued liabilities		1,010,684			877,745			1,931,196			1,304,505
Net cash used in operating activities		(8,490,203	)		(5,920,621	)		(11,669,667	)		(10,408,283	)

CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment								-			(29,766	)
Net cash used in investing activities								-			(29,766	)

CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of preferred shares		(398,756	)		-
Issuance of common shares		-			250,000			-			250,000
Issuance of preferred shares		-			100,000			-			100,000
Redemption of preferred shares								(895,556	)		(230,000	)
Exercise of warrants for cash		12,500			479,813			12,500			518,964
Federally guaranteed loans		-			499,900			-			499,900
Repayment of convertible debentures and notes								(61,238	)		(1,660,220	)
Proceeds from short term loan and promissory notes, net		-			(110,220	)		1,889,144			11,756,563
Issuance of shares from uplisting		-			14,545,805			-			14,545,805
Preferred Stock Dividend		(719,742	)		(370,891	)		(940,731	)		(767,962	)
Net cash (used in) provided by financing activities		(1,105,998	)		15,394,407
Net cash provided by financing activities								4,119			25,013,050

Effect of foreign currency translation		27,076			19,115			50,040			13,783
Net increase (decrease) in cash during the period		(9,569,125	)		9,492,901
Net (decrease) increase in cash during the period								(11,665,548	)		14,575,001
Cash, beginning of period		12,066,929			2,201,562			12,066,929			2,201,562
Cash, end of period		2,497,804			11,694,463			451,421			16,790,346

See accompanying notes to unaudited condensed consolidated interim financial statements

Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) 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 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 to building and commercializing an ecosystem of technologies that enable access to this market.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements and should be read in conjunction with Biotricity’s audited consolidated financial statements for the years ended March 31, 2022 and 2021 and their accompanying notes.

The accompanying unaudited condensed consolidated financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending March 31, 2023. The Company’s fiscal year-end is March 31.

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

Certain prior year amounts related to general and administrative expenses and other (expense) income line items on the condensed consolidated statements of operations and comprehensive loss have been reclassified to conform to the current year’s presentation.

The Company 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 clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at ~~September 30,~~December 31, 2022, had an accumulated deficit of $~~102,965,898~~107,713,387 and a working capital ~~surplus~~deficiency of $~~2,362,945~~2,496,289. 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 may help facilitate 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 condensed consolidated financial statements. During the fiscal quarter ended June 30, 2021, the Company raised $499,900through government EIDL loan. In addition, during the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $14,545,805through 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 $11,756,563through a term loan transaction (Note 6). During the fiscal quarter ended December 31, 2022, the Company raised short-term loans and promissory notes with net proceeds of $1,889,144 from various lenders.

As we proceed with the commercialization of the Bioflux, Biotres, and Biocare 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 and spread globally, causing significant disruption to the global and US economy. 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. Though its operations have since returned to a normal state, the extent to which the COVID-19 pandemic will continue to affect the economy and the Company’s operations remains unclear and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of any future ongoing COVID-19 outbreaks, 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 measures taken to date may continue to impact the Company’s fiscal year 2023 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 long-term 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.

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.

Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect 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 are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are 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 ~~six~~three and ~~three~~nine months ended ~~September 30,~~December 31, 2022 and 2021:


	For Three Months Ended September 30, 2022 $		For Six Months Ended September 30, 2022 $		For Three Months Ended September 30, 2021 $		For Six Months Ended September 30, 2021 $		For Three Months Ended December 31, 2022 $		For Three Months Ended December 31, 2021 $		For Nine Months Ended December 31, 2022 $		For Nine Months Ended December 31, 2021 $
Technology fee sales		2,096,873		3,986,855		1,486,565		2,951,502		2,253,187		1,413,790		6,240,042		4,365,292
Device sales		284,516		450,586		320,744		619,917		205,994		266,318		656,580		886,235
Service-related and other revenue										-		250,000		-		250,000
Revenue		2,381,389		4,437,441		1,807,309		3,571,419		2,459,181		1,930,108		6,896,622		5,501,527

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.

The preparation of the condensed 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.

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.

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.

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.

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 labor, materials, and other operating expenses.

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~~.prospectively.

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 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.

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.

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 condensed consolidated balance sheets,, 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.

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 condensed consolidated financial statements.

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~~loss per share ~~includes no dilution and~~of common stock is computed by dividing net ~~income or~~ loss ~~available to common stockholders~~ by the weighted average number of shares of common ~~shares~~stock outstanding ~~for~~during the period. Diluted earnings or loss per share ~~reflect~~of common stock is computed similarly to basic earnings or loss per share except the ~~potential dilution~~weighted average shares outstanding are increased to include additional shares from the assumed exercise of ~~securities that could share in the earnings of an entity.~~any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share ~~exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at~~ ~~September~~ ~~30, 2022 and 2021.~~because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

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, condensed consolidated 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)~~loss in stockholders’ ~~equity.~~deficiency. The Company has not, to the date of these condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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 condensed consolidated 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.

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 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:

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 ~~September~~ ~~30,~~December 31, 2022 and 2021, the Company believes there was no impairment of its long-lived assets.

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 condensed 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 condensed consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed 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 1010 for further discussion.

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 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. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

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 condensed consolidated statements of operations and comprehensive loss 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.

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 condensed 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.

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.~~loss.

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.~~for fiscal years beginning after December 15, 2022.

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 ~~condensed~~ ~~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~~There is ~~currently evaluating the impacts of the provisions of~~no significant impact from adopting ASU 2019-12 on ~~its~~the Company’s 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 ~~condensed~~ ~~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~~adopted this guidance for the ~~new guidance will significantly~~fiscal year beginning April 1, 2022. There is no significant impact ~~its condensed consolidated~~from adopting ASU 2021-04 on the Company’s financial ~~statements.~~condition, results of operations, and cash flows.

The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.


	As at September 30, 2022 $		As at March 31, 2022 $		As at December 31, 2022 $		As at March 31, 2022 $
Accounts payable and deferred revenue		1,226,676		1,159,477		2,383,657		1,159,477
Accrued liabilities		1,408,822		1,436,270		1,106,769		1,436,270
Accounts payable and accrued liabilities		2,635,498		2,595,747		3,490,426		2,595,747

Accounts payable as at ~~September 30,~~December 31, 2022 included $~~141,480~~203,525 current account with a shareholder and executive (March 31, 2022: $2,851due to shareholder and executive) of the Company, primarily as a result of that individual’s role as an employee. These amounts are unsecured, non-interest bearing and payable on demand.

Interest expense on the above debt instruments was $69,930 and $126,574 for the three and nine months ended December 31, 2022, respectively, and $77,791 and $828,769 for the three and nine months ended December 31, 2021, respectively.

During the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 12% per annum.

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”) could 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 would 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 would 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 would 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 could, at its discretion redeem the notes for 115% of their face value plus accrued interest.

For second series of Series A Notes, the notes could be converted 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 $4.00per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date

For the second series of Series A Notes, the notes would 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 would 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 would 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 could, 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 $10,135,690after payment of the relevant financing related fees.

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. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $1.06 per share.

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 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.

Subsequently, the exercise price of all warrants was concluded and locked to $1.06as of January 8, 2021. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of January 8, 2021 and then transferred to equity (collectively, “End of warrants derivative treatment”). Therefore, the remaining derivative liabilities only related to the conversion and redemption features of the convertible notes.

For the Series A Notes, The Company recognized debt issuance costs in the amount of $2,301,854and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Notes. The Company also recognized initial debt discount in the amount of $8,088,003and accreted the interest over the remaining lives of those Notes. The debt issuance costs were fully amortized as of March 31, 2022.

As at March 31, 2022, $700,000of Series A Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.

There was no conversion of Series A Notes during the ~~six~~nine months ended ~~September 30,~~December 31, 2022.

On December 30, 2022, the Company exchanged $~~At September~~500,000 of Series A Notes along with its outstanding interest accrual of $121,500 into a new convertible note with the same note holder. The new convertible note has principal of $621,500, stated interest rate of 12%, as well as option to convert outstanding principal and accrued interest at the conversion price, calculated at 75% multiplied by the average of the three lowest closing prices during the previous ten trading days prior to the receipt of the conversion notice. The new convertible note matures on December 30, 2023. The Company had concluded that this exchange transaction is an extinguishment of the original convertible note. Therefore, the Company recorded the new convertible note at fair value, which was its face value of $621,500 net of a discount of $64,636. The difference between the fair value of the original convertible note immediately prior to the extinguishment and the fair value of the new convertible note is $64,636. This amount was recorded as a gain upon debt extinguishment and was included in other income on the income statement. In addition, the Company had assessed fair value of the derivative liability associated with the conversion option on the original note immediately before the modification, as well as the fair value of the derivative liability associated with the new convertible note. The difference $14,083 was recognized as other expense [Note 8].

As of December 31, 2022, the Company recorded $~~150,871~~50,400 of interest accruals for the 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.

In addition, during the year ended March 31, 2021, the Company also issued $1,312,500 ~~(face~~(face value) of convertible promissory notes (“Series B Notes”) to various accredited investors.

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”) could 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. The warrants have a 3-year term from date of issuance and an exercise price that is $1.06per share for 100,000warrant shares and $1.5per share for 212,500warrant shares.

Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B 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 liability associated with the embedded conversion and redemption features.

The Company recognized debt issuance costs in the amount of $10,000and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount in the amount of $1,312,500and accreted the interest over the remaining lives of those notes. The debt issuance costs were fully amortized as of March 31, 2022.

As at March 31, 2022, $840,000of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, $~~100,000~~153,600 and $~~402,000~~555,600 ~~(face~~(face value) of Series B Notes were converted into ~~117,647~~238,846 and ~~522,192~~746,957 common shares (Note 9 c)d).

~~At September 30,~~During the three and nine months ended December 31, 2022, $53,250 (face value) of Series B Notes were redeemed by cash payment of $61,238. The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note, was $9,991, and was recognized as a gain upon convertible note repayment.

As of December 31, 2022, the Company recorded accrued interest in the amount of $~~78,608~~82,509 ~~of interest accruals for~~related to the Series B 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.

In total, as at ~~September 30,~~December 31, 2022, the Company had issued $~~1,138,000~~200,000 ~~in convertible~~and $231,150 for Series A and Series B notes, respectively, that remained outstanding ~~to several noteholders~~ beyond their contractual maturity date. These continued to accrue interest, and no repayment demands were received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently, and it is management’s expectation that all of these notes will eventually convert. 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.

~~General~~Other Short-term loans and ~~administrative expenses include~~Promissory Notes

During the three months ended December 31, 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest ~~expense~~method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $13,995 ($560,000 in the aggregate). As of December 31, 2022, the amount of principal outstanding was $380,500. The remaining unamortized issuance cost discount was $9,392.

The Company has an option to repay the loan earlier to receive a discount on total repayment. If the Company repays within 30 days, the total repayment is $512,000. If the Company repays within 60 days, the total repayment is $520,000. If the Company repays within 90 days, the total repayment is $528,000. During the three months ended December 31, 2022, the Company also entered into a short term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs in the amount of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $29,556 ($14,999 for the first four weeks, and $1,120,000 in the aggregate). As of December 31, 2022, the amount of principal and interest outstanding under this agreement was $799,236 and the remaining unamortized issuance cost discount was $31,200. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $920,000 if repaid within 30 days, $944,000 if repaid within 60 days, $968,000 if repaid within 90 days, $1,000,000 if repaid within 120 days, and $1,088,000 if repaid within 150 days.

In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the ~~above debt instruments~~first day of every month. This promissory note matures on December 15, 2023, when the Principal Amount is due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of December 31, 2022, the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $6,575. Also in December 2022, the Company received a short-term loan in the amount of $~~56,644~~150,000 ~~and $479,498~~from an individual investor. There was no ~~for~~interest or issuance cost associated with the ~~six months ended September 30, 2022 and 2021, respectively.~~latter loan, which was repaid in January 2023.

On December 30, 2022, the Company extinguished 306,604 warrants (Note 9f) that were originally issued to Series A Convertible Note holders, and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has principal balance of $270,000, stated interest of zero, and matures on June 30, 2023. The Company is obligated to repay 50% of the principal balance on March 31, 2023, and the rest of the promissory notes on the maturity date. The fair value of this new promissory note was $248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and will be amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. The difference between these fair values is $176,711, and was recognized as other expense on the income statement. As of December 31, 2022, the amount of principal outstanding on the new note was $270,000, and the remaining unamortized discount was $21,521.

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, with a maturity date of December 21, 2026. The principal will accrue interest at the LIBOR Rate plus ~~10.5%~~10.5% per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due on each February, May, August and November commencing 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.~~circumstances. Pursuant to the Credit Agreement the Company is subject to an Origination Fee in the amount of $120,000. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $600,000. 

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 in cash.

Total costs directly in connection to the debt financing in the amount of $193,437 (professional fee $48,484; lender’s origination fee, due diligence fee, and other expenses in the amount of $144,953) was deduced from the gross proceeds in the amount of $12,000,000.

The Company also repaid $1,574,068of existing short-term loan and promissory notes and relevant accrued interests by using the proceeds from the loan.

Total costs directly in connection to the loan and fair value of warrants was in the amount of $1,042,149. And such costs were accounted as debt discount, and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. For the three and nine months ended December 31, 2022, the amortization of debt discount expense was $51,061and $151,970 respectively.

Total interest expense on the term loan for the three and nine months ended December 31, 2022 was $335,242 and $1,054,166, respectively (three and nine months ended December 31, 2022: $38,333 and $38,333).

On December 31, 2022, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender.

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 57,536warrants to the Lender, which were fair-valued at $198,713 ~~(Note~~(Note 9). The warrants are accounted as a deduction from liability as well as a credit into additional paid-in capital, and amortized using the effective interest method.

~~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~~ ~~in cash.~~

~~Total costs directly in connection to the debt financing in the amount of $193,437~~ ~~(professional fee $48,484; lender’s origination fee, due diligence fee, and other expenses in the amount of $144,953) was deduced from the gross proceeds in the amount of $12,000,000~~.

~~The Company also repaid $1,574,068~~ ~~of existing short-term loan and promissory notes and relevant accrued interests by using the proceeds from the loan.~~

~~Total costs directly in connection to the loan and fair value of warrants was in the amount of $1,042,149~~. And such costs were accounted as debt discount, and amortized using the effective interest method. For six months ended September 30, 2022, the amortization of debt discount expense was in the amount of $~~100,909~~ ~~and included in the accretion and amortization expenses.~~

~~Total interest expense on the term loan for the 6 months ended September 30, 2022 was $701,500~~.

~~On September 30, 2022, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender.~~

In April 2020, the Company received $370,900from the U.S. Small Business Administration (SBA) under the captioned program. The loan has a term of 30 years ~~years~~ and an interest rate of 3.75%, per annum, without the requirement for payment in its first 12 months. The Company may prepay the loan without penalty at will.

In May 2021, the Company received an additional $499,900from the SBA under the same terms.

As at December 31, 2022, the Company recorded accrued interest of $60,520 for the EIDL loan (December 31, 2021: $36,181).

Interest expense on the above loan was $8,231 and $24,602 for the three and nine months ended December 31, 2022, respectively, and $8,231 and $36,181 for the three and nine months ended December 31, 2021, respectively.

In May 2020, Biotricity received loan proceeds of $1,200,000 ~~(the~~(the “PPP Loan”) under the Paycheck Protection Program established by the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The Company met the criteria for the loan forgiveness and applied for the loan forgiveness in March 2021. For the year ended March 31, 2021, the Company recognized the loan forgiveness as a reduction to payroll expense in the amount of $1,156,453and a reduction to the rent expense of $43,547. The loan forgiveness was granted by the SBA in May 2021. As at ~~September 30,~~December 31, 2022, the balance of outstanding PPP loan is NIL ~~(March~~(March 31, 2022: NIL).

On December 19, 2019 and January 9, 2020, the Company issued 7,830Series A preferred shares; 6,000of these were issued for cash proceeds of $6,000,000and 1,830of these were issued on conversion of $1,830,000of promissory notes that had previously been issued for cash proceeds in October 2019.

On May 22, 2020, another 215Series A preferred shares were issued as a result of a combined transaction that included the conversion of $100,000in promissory notes and $15,000in accrued interest for 115preferred shares, as well as a purchase of 100preferred shares for cash proceeds of $100,000.

During the three months ended September 30, 2021, an additional 100Series A preferred shares were issued for cash proceeds of $100,000 ~~(Note~~(Note 9 c)d).

During the three months ended December 31, 2021, the Company redeemed $230,000preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $225,919. The difference of redemption value of $230,000and the carrying value of preferred shares on the day of redemption was $4,081was recognized as a deemed dividend distribution.

In addition, during the three months ended December 31, 2021, the Company converted $715,000preferred shares into 288,756common shares. The difference between the total amount of the preferred shares converted, derivative liabilities derecognized and unpaid interests at the time of conversion ($1,076,513), and the fair value of the common shares converted ($1,226,406) was $149,893and was recognized as deemed dividend distribution.

During the three months ended June 30, 2022, the Company redeemed $328,904preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $296,032. The difference of redemption value of $328,904and the carrying value of preferred shares on the day of redemption was $32,872and was recognized as a deemed dividend distribution

During the three months ended September 30, 2022, the Company redeemed $69,852preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $65,062. The difference of redemption value of $69,852and the carrying value of preferred shares on the day of redemption was $4,790and was recognized as a deemed dividend distribution.

During the three months ended December 31, 2022, the Company redeemed $496,800 preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $469,116. The difference of redemption value of $496,800 and the carrying value of preferred shares on the day of redemption was $27,684 and was recognized as a deemed dividend distribution.

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.

	Total $
~~Derivative liabilities as at March 31, 2022~~		~~352,402~~
~~Change in fair value of derivatives during the period~~		~~195,521~~
~~Reduction due to preferred shares redeemed~~		~~(10,605~~	)
~~Derivative liabilities as at June 30, 2022~~		~~537,318~~
~~Change in fair value of derivatives during the period~~		~~168,762~~
~~Reduction due to preferred shares redeemed~~		~~(4,444~~	)
~~Derivative liabilities as at September 30, 2022~~		~~701,636~~	24

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

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, 2021 (Note 5). 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). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity.

The monte-carlo methodology was used to value the convertible note ~~and warrant~~ derivative components, using the following assumptions:

As at ~~September 30,~~December 31, 2022, the Company is authorized to issue 125,000,000 ~~(March~~(March 31, 2022 – 125,000,000) shares of common stock ($0.001 par value) and 10,000,000 ~~(March~~(March 31, 2022 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000of which ~~(March 31, 2022 –~~ ~~20,000~~) are designated shares of Series A preferred stock ($0.001par value). as of December 31, 2022 and March 31, 2022.

At ~~September 30,~~December 31, 2022, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled ~~51,897,963~~52,242,072 (March 31, 2022 – 51,277,040); these were comprised of ~~50,431,245~~50,775,354 (March 31, 2022 – 49,810,322) shares of common stock and 1,466,718 (March 31, 2022 – 1,466,718) exchangeable shares. There is currently one share of the Special Voting Preferred Stock issued and outstanding, held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. The Company has also issued a Series A preferred stock, $0.001 par value; 20,000 shares have been designated as authorized (as at ~~September 30~~December 31, 2022 and March 31, 2022); ~~6,801~~6,305 Series A preferred shares were issued and outstanding as at ~~September 30,~~December 31, 2022 (March 31, 2022: ~~7,200~~7,201).

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.

The number of Series A Preferred Stock issued and outstanding as of December 31, 2022 and March 31, 2022 was 6,305 and 7,201, respectively.

The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $1,000 per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights.

Dividends shall be paid at the rate of 12% per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase Price. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend.

The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to 5% of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $.001 or a 15% discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing.

● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization.

● The Holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis.

The Company may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110% plus accrued dividends

During the year ended March 31, 2022, the Company issued 4,696,083common shares (not including 19,263shares that were part of to be issued shares from prior year conversions) in connection with conversion of convertible ~~notes (Note 5(b)).~~notes. The total amounts of debts settled is in amount of $14,522,812that composed of face value of convertible promissory notes in amount of $10,309,000, carrying amount of conversion and redemption feature derived from notes in amount of $3,398,557and unpaid interest in amount of $815,255. The fair value of the shares issued was determined based on the market price upon conversion and was in the amount of $15,678,454. The difference between amounts of debts settled and fair value of common shares issued was in the amount of $1,155,642and was recorded as loss on conversion of convertible promissory notes in statement of operations.

During the year ended March 31, 2022, the Company issued 658,355common shares in connection with warrant exercises for cash, and 446,370common shares in connection with cashless warrant exercises (Note ~~9(e))~~9f). In addition, the Company issued 451,688common shares for services provided (not including 250,000that were part of to be issued shares from prior year commitment). The fair value of common shares issued for services provided was $1,414,449. The fair value of common shares was determined based on the fair value on the date of approval of common share issuance.

During the year ended March 31, 2022, the Company issued 69,252common shares for cash proceeds of $250,000, which were initially received as a promissory note, and paid through the issuance common shares within the same quarter.

During the year ended March 31, 2022, the Company issued 5,382,331common shares in connection with the equity financing that was concurrent with its listing on the Nasdaq Capital Market, for total net cash proceeds of $14,545,805.

During the year ended March 31, 2022, an additional 100Series A preferred shares were issued for cash proceeds of $100,000. The Company issued 288,756common shares as a result of preferred share conversions (Note 8).

During the year ended March 31, 2022, the Company also issued an aggregate of 1,423,260shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction.

During the three months ended June 30, 2022, the Company issued 404,545common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $406,118that composed of face value of convertible promissory notes in amount of $302,000 ~~(Note~~(Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $104,118. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $457,025. The difference, that represented a loss on conversion between amounts of debt settled and fair value of common shares issued, was in the amount of $50,908and was recorded as loss on conversion of convertible promissory notes in statement of operations.

During the three months ended June 30, 2022, the Company removed 40,094of previously to be issued shares, in connection with cancellation of warrant exercises from certain warrant holders. In addition, the Company recognized additional 11,792shares to be issued for warrant exercise request received but not processed as of quarter end. As a result of the cancellation of to be issued shares, $42,500was reduced from balance of shares to be issued, and the Company increased the balance of the shares to be issued by $12,500upon the warrants exercise.

During the three months ended June 30, 2022, the Company issued 4,167common shares for services received, with a fair value of $7,500.

During the three months ended September 30, 2022, the Company issued 117,647common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $135,274that composed of face value of convertible promissory notes in amount of $100,000 ~~(Note~~(Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $35,274. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $175,294. The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $40,020and was recorded as loss on conversion of convertible promissory notes in statement of operations.

~~During the three months ended September 30, 2022, the Company issued~~ ~~22,772~~ ~~common shares for services received, with a fair value of $30,287~~.

During the three months ended September 30, 2022, the Company issued ~~71,792~~22,772 common shares for services received, with a fair value of $30,287.

During the three months ended December 31, 2022, the Company issued 238,846 common shares in connection with the conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $207,002 that composed of face value of convertible promissory notes in amount of $153,600 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $53,402. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $211,602. The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $4,600 and was recorded as loss on conversion of convertible promissory notes in condensed consolidated statements of operations and comprehensive loss.

In addition, the Company issued 105,263 common shares for services received with a fair value of $112,631which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital.

During the nine months ended December 31, 2022, the Company issued 100,094 shares in satisfaction of its obligation of shares to be issued, and moved $~~47,300~~77,300 out of the shares to be issued account into the additional paid in capital account.

During the year ended March 31, 2022, 658,355warrants were exercised pursuant to receipt of exercise proceeds of $872,292. 446,370warrants were exercised pursuant to cashless warrant exercise. In addition, $103,950 warrant exercise proceeds receivable was recorded as part of deposit and other receivables as of March 31, 2022.

During the year ended March 31, 2022, the Company issued 212,594warrants, including 25,000as compensation for advisor and consultant services, and 187,594as compensation to an executive of the Company who was not part of 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 57,536share purchase warrants to lenders in connection with the term loan (Note 6). The fair value of these warrants, in the amount of $198,713, was recorded as part of the discount of the loan, with a corresponding credit to additional paid-in capital. The warrants were not considered as derivative instruments. The fair value of these warrants was determined by using the Black Scholes model, based on the following key inputs and assumptions: expiry dateDecember 21, 2028, exercise price $6.26, rate of return 1.40%, and volatility 121.71%.

During the year ended March 31, 2022, the Company issued 373,404share purchase warrants to underwriter. The warrants were not considered as a derivative instrument and were accounted as additional paid-in capital along with the uplisting transaction. The warrants were fair valued at $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, exercise price $3.75, rate of returns 0.77%, and volatility 111.9%.

Warrant exercises and issuances during the three months ended June 30, 2022

During the three months ended June 30, 2022, the Company issued 53,827warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $77,414, and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital.

Warrant exercises and issuances during the three months ended September 30, 2022

During the three months ended September 30, 2022, the Company issued 118,282warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $77,332, and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital.

Warrant issuances and exchanges into other securities during the three months ended December 31, 2022

During the three months ended December 31, 2022, the Company issued 218,785 warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The fair value of the warrants at issuance was $77,780 and was recognized as a general and administrative expense, with a corresponding credit to additional paid-in capital. In addition, the Company added 312,500 warrants to its outstanding warrant schedule in connection with warrants issued to Series B convertible note holders. This has no impact on paid-in capital as the fair value of warrants were already accounted for as part of the original Series B convertible note issuance accounting entries. Lastly, the Company extinguished and exchanged 306,604 warrants for promissory notes [Note 5] that resulted in an adjustment to additional paid-in capital in the amount of $71,768.

Warrant issuances, exercises and expirations or cancellations during the three months ended ~~September 30,~~December 31, 2022 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows:

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 (10^th) 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~~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-year term. On March 31, 2020, the Company’s Board of Directors approved the amendment of certain prior options grants, issued to current employees, previously issued with a 3-year term, such that the respective options issued under these agreements would have their term extended to 10years. The Company revalued these options using a lattice model with an expected life of 10years, risk free rates of 0.46% to 0.75%, stock price of $0.974and expected volatility of 132.2%, in order to recognize the additional expense associated with the longer term and recognized a one-time charge of $1,600,515in share-based compensation, with a corresponding adjustment to adjusted paid in capital.

During the three months ended June 30, 2022, the Company granted 10,180of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $149,190in connection with ESOP 2016 Plan (June 30, 2021 - $155,851), under general and administrative expenses with corresponding credit to additional paid in capital.

During the three months ended September 30, 2022, the Company granted 3,757of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $153,338in connection with ESOP 2016 Plan (September 30, 2021 - $169,778), under general and administrative expenses with corresponding credit to additional paid in capital.

During the three months ended December 31, 2022, the Company granted no new options. The Company recorded stock-based compensation of $63,125 in connection with ESOP 2016 Plan (December 31, 2021 - $100,650), under general and administrative expenses with corresponding credit to additional paid in capital.

The following table summarizes the stock option activities of the Company to ~~September 30,~~December 31, 2022:

	Number of options			Weighted Average exercise price ($)		Number of options			Weighted Average exercise price ($)
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		2,610,646			1.0072
Exercised		-			-
Outstanding as of March 31, 2021		7,004,257			2.3268
Granted		596,458			1.5272
Expired		(56,433	)		1.5937
Forfeited		(134,567	)		1.5124
Exercised		-			-
Outstanding as of March 31, 2022		7,409,714			2.3466		7,409,714			2.3466
Granted		10,180			1.7700		10,180			1.7700
Exercised		-			-		-			-
Outstanding as of June 30, 2022		7,419,894			2.3458		7,419,894			2.3458
Granted		3,757			2.2700		3,757			2.2700
Outstanding as of September 30, 2022		7,423,651			2.3457		7,423,651			2.3457
Granted							-			-
Expired							(16,733	)		1.3671
Forfeited							(88,084	)		1,9710
Exercised							-			-
Outstanding as of December 31, 2022							7,318,834			2.3509

The fair value of each option granted is estimated at the time of grant using the Black Scholes model using the following assumptions, for each of the respective fiscal year:

	2023		2022		2021		2020		Fiscal Year 2023		Fiscal Year 2022
Exercise price ($)		0.80		2.40 – 3.98		1.40-2.00		1.40-2.00		1.77 – 2.27		2.40 – 3.98
Risk free interest rate (%)		4.06		0.34 – 2.32		0.18 – 1.72		0.52-2.81		3.00 – 4.06		0.34 – 2.32
Expected term (Years)		5.00		2.0 – 10.0		2.0 – 10.0		2.0-3.0		5 – 6.5		2.0 – 10.0
Expected volatility (%)		113.9		106.6 – 129.9		106.8 – 127.8		97.8-141.1		107.7 – 119.5		106.6 – 129.9
Expected dividend yield (%)		0.00		0.00		0.00		0.00		0.00		0.00
Fair value of option ($)		0.654		1.19 – 3.52		0.72		0.76		0.36 – 1.57		1.19 – 3.52
Expected forfeiture (attrition) rate (%)		0.00		0.00		0.00		0.00		0.00		0.00

~~As of~~During December 1, 2021, the Company entered into a new lease agreement. The Company paid $85,000deposit that would be returned at the end of the lease. In December 2022, the Company started a new lease with an additional suite in the same premise as the existing lease.

When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is 11.4%.

The operating lease expense was $~~89,717~~53,286 and $~~211,452~~264,738 for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, ~~(September 30,~~respectively. (December 31, 2021: $~~60,826~~119,465 and $~~128,254~~255,020) was included in the general and administrative expenses.

The following table represents the contractual undiscounted cash flows for lease obligations as at ~~September 30,~~December 31, 2022:

During the year-ended March 31, 2022, the Company purchased leasehold improvements of $12,928 ~~(useful~~(useful life: 5years) as well as furniture & fixtures of $16,839 ~~(useful~~(useful life: 5years). The Company recognized depreciation expense for these assets in the amount of $~~1,489~~1,487 and $~~2,977~~4,465 during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022 ~~(September 30,~~(December 31, 2021: $~~Nil~~819, $819):

Cost	Office equipment		Leasehold improvement		Total		Office equipment		Leasehold improvement		Total
		$		$		$		$		$		$
Balance at March 31, 2022		16,839		12,928		29,767		16,839		12,928		29,767
Additions		-		-		-		-		-		-
Balance at September 30, 2022		16,839		12,928		29,767
Balance at December 31, 2022								16,839		12,928		29,767

There are no unrecognized claims against the Company that were assessed as significant, which were outstanding as at ~~September 30,~~December 31, 2022 and, consequently, no additional provision for such has been recognized in the condensed consolidated financial statements during the three and ~~six~~nine months then ended.

The Company’s management has evaluated subsequent events up to ~~November~~February 14, ~~2022,~~2023, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855, and has determined the following material subsequent events:

On ~~October 13, 2022,~~January 23, 2023, the Company issued a new convertible note to an individual in the amount of $~~146,218~~2,000,000 (“principal amount”). This note bears interest with a fixed rate of 10% for its entire 18-month term, paid in advance through the issuance of common stock. On January 23, the company issued 270,270 shares ~~related~~ to this individual in payment of this interest, using a share price of $0.74 per share, which is a strike price equal to the lowest Company stock price on the note issuance date. The note maybe repaid in cash, or via conversion of $~~87,000~~note principal, subject to mutual consent of ~~Series B convertible notes.~~

~~On November 3, 2022,~~ the Company ~~issued~~and the note holder, at ~~105,263~~15 ~~shares~~% discount to the stock’s VWAP on the conversion date. In addition, the note holder has the option to convert, after a qualified financing through the earlier of the prepayment date or maturity date, all of the outstanding principal and accrued interest thereon, based upon a conversion price equal to a 20% discount to the lessor of (i) the actual price per new round of stock based on qualified financing, (ii) if there be no qualified financing as of the maturity date, by mutual consent and election of the Company and the note holder, at 15% discount to average VWAP for ~~services received.~~ten consecutive trading days immediately prior to the maturity date.

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

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

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

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

We developed our FDA-cleared Bioflux® MCT technology, comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, in order to assess, establish and develop sales processes and market dynamics. The fiscal year ended March 31, 2021 marked the Company’s first year of expanded commercialization efforts, focused on sales growth and expansion. We have expanded our sales efforts to 20 states, with intention to expand further and compete in the broader US market using an insourcing business model. Our technology has a large potential total addressable market, which can include hospitals, clinics and physicians’ offices, as well as other Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our solution’s insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for the Company, and enables a more efficient market penetration and distribution strategy.

We are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to grow this type of revenue is predicated on the size and quality of its sales force and their ability to penetrate the market and place devices with clinically focused, repeat users of its cardiac study technology. The Company plans to grow its sales force in order to address new markets and achieve sales penetration in the markets currently served.

Full market release of the Bioflux MCT device for commercialization launched in April 2019, after receiving its second and final required FDA clearance. To commence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive sales force, with deep experience in cardiac technology sales; we expanded on our limited market release, which identified potential anchor clients who could be early adopters of our technology. By increasing our sales force and geographic footprint, we had launched sales in 31 U.S. states by ~~September 30,~~December 31, 2022.

On January 24, 2022 the Company announced that it has received the 510(k) FDA clearance of its Biotres patch solution, which is a novel product in the field of Holter monitoring. This three-lead technology is can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical of competing remote patient monitoring solutions. It is also foundational, since already developed improvements to this technology will follow which are not known by the Company to be currently available in the market, for clinical and consumer patch solution applications.

During 2021, the Company also announced that it received a 510(k) clearance from the FDA for its Bioflux Software II System, engineered to improve workflows and reduce estimated analysis time from 5 minutes to 30 seconds. ECG monitoring requires significant human oversight to review and interpret incoming patient data to discern actionable events for clinical intervention, highlighting the necessity of driving operational efficiency. This improvement in analysis time reduces operational costs and allows the company to continue to focus on excellent customer service and industry-leading response times to physicians and their at-risk patients. Additionally, these advances mean we can focus our resources on high-level operations and ~~sales to help drive greater revenue.~~sales.

The Company has also developed or is developing several other ancillary technologies, which will require application for further FDA clearances, which the Company anticipates applying for within the next to twelve months. Among these are:

During 2021 and the early part of 2022, the Company has also commercially launched its Bioheart technology, which is a consumer technology whose development was forged out of prior the development of the clinical technologies that are already part of the Company’s technology ecosystem, the BioSphere. In October 2022, the Company launched its Biocare Cardiac Disease Management Solution, after successfully piloting this technology in two facilities that provide cardiac care to more than 60,000 patients. This technology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow the Company to transform and use its strong cardiac footprint to expand into remote chronic care management solutions that will be part of the BioSphere. The technology puts actionable data into the hands of physicians in order to assist them in making effective treatment decisions quickly. In recognition of its product development, in November 2022, the Company’s Bioheart received recognition as one of Time Magazine’s Best Inventions of 2022.

The COVID-19 pandemic has highlighted the importance of telemedicine and remote patient monitoring technologies. During the nine months ended December 31, 2021, the Company has continued to develop a telemedicine platform, with capabilities of real-time streaming of medical devices. Telemedicine offers patients the ability to communicate directly with their health care providers without the need of leaving their home. The introduction of a telemedicine solution is intended to align with the Company’s Bioflux product and facilitate remote visits and remote prescriptions for cardiac diagnostics, but it will also serve as a means of establishing referral and other synergies across the network of doctors and patients that use the technologies we are building within the Biotricity ecosystem. The intention is to continue to provide improved care to patients that may otherwise elect not to go to medical facilities and continue to provide economic benefits and costs savings to healthcare service providers and payers that reimburse. The Company’s goal is to position itself as an all-in-one cardiac diagnostic and disease management solution. The Company continue continues to grow its data set of billions of patient heartbeats, allowing it to further develop its predictive capabilities relative to atrial fibrillation and arrythmias.

The Company identified the importance of recent developments in accelerating its path to profitability, including the launch of important new products identified, which have a ready market through cross-selling to existing large customer clinics, and large new distribution partnerships that allow the Company to sell into large hospital networks. Additionally, in September 2022, the Company was awarded a NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring, and predictive analytics for stroke due to chronic kidney failure. This is a significant achievement that broadens our technology platform’s disease space demographic. The grant will focus on Bioflux-AI, as an innovative system for real-time monitoring and prediction of stroke episodes in chronic kidney disease patients.

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

~~The Company recognized the following forms of revenue for the three and six months ended September 30, 2022 and 2021:~~

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 condensed consolidated balance sheets, 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.

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 condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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.

~~● 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.~~

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 September 30, 2022 and 2021, the Company believes there was no impairment of its long-lived assets.

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. ~~Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.~~

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.

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 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 condensed 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.~~

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, the Company earned combined device sales and technology fee income totaling ~~$2.4~~$2.5 million and ~~$4.4~~$6.9 million. This represents a ~~32%~~27% and a ~~24%~~25% increase from the corresponding ~~quarter of~~comparable periods in fiscal ~~2021.~~2021, respectively. Revenue growth has improved from recent prior reporting periods, which were affected by the impacted of COVID on customer clinic operations and closures across the US, including the Omicron variant which afflicted many of the US states that the Company operates in, ~~which~~and impeded the ability of company sales professionals to engage in certain in-person sales meetings with their customers; in these recent past periods, closures were compounded by the seasonally low vacation periods, and exacerbated by hurricanes that affected the southern US. Management anticipates increased demand for cardiac services in the coming quarters and this expectation is reflected in management’s decision to acquire additional professional sales talent in order to support the continuous improvement in the growth trajectory of the Company’s revenues.customers.

During the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2022, ~~Biotricity~~we incurred a net loss (prior to the adjustment for preferred stock dividends) of ~~$4.9~~$4.5 million and ~~$9.9~~$14.0 million, respectively, as well as a comprehensive loss of approximately ~~$4.4~~$4.8 million and ~~$9.2~~$14.1 million, ~~compared~~respectively. During the three months and nine months ended December 31, 2021, we incurred a net loss (prior to ~~$11.0~~the adjustment for preferred stock dividends) of $7.1 million and ~~$16.9~~$23.5 million, ~~in the comparative period~~respectively, as well as a comprehensive loss of ~~fiscal 2021.~~approximately $7.4 million and $24.2 million, respectively. This resulted in a net loss per common share of ~~$0.094~~$0.091 and ~~$0.192~~$0.283 per share for the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2022, respectively (2021: ~~$0.256~~$0.149 and ~~$0.412)~~$0.554).

For the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2022, Biotricity’s net loss included one-time expenses related to convertible note conversions, one-time expenses related to deb extinguishments, as well as one-time fair value adjustments on derivative liabilities. Normalized loss per common share, adjusted for these one-time expenses, are illustrated in the EBITDA and Adjusted EBITDA section below.

During the three ~~and six~~ months ended ~~September 30,~~December 31, 2022, the Company successfully signed agreements with two leading US medical device distributors and one Group Purchasing Organization (“GPO”) as major components of its market strategy to large medical networks and hospitals. Given an established ecosystem of state-of-the-art remote cardiac solutions, and newly established large distribution relationships, management anticipates increased demand for cardiac services in the coming quarters. This expectation is reflected in management’s decision to increase its inventory build and continue to focus on identifying and acquiring professional sales talent required to support continuous improvement in the growth trajectory of the Company’s revenues.

Total revenue for the three months ended December 31, 2022 was $2.5 million and $6.9 million, respectively, compared to $1.9 million and $5.5 million for the comparable periods in the prior year, respectively. During the three and nine months ended December 31, 2022, the Company experienced a gross margin of ~~54%~~57% and ~~56%.~~57%, respectively. The ~~decrease~~gross margin during the comparable prior year periods was 43% and 57%, respectively. The change in gross margin ~~from~~form the ~~respective~~ prior year ~~periods (63% and 65%, respectively)~~ was the result of ~~decreased margins on device~~increase of technology fee sales as a percentage of total sales, which ~~were affected by increased raw material and inventory handling costs,~~has higher gross margins as ~~well as increased~~compared to device ~~sales discounts provided to customers to accelerate technology revenue growth in future periods.~~sales. Management expects that the cost of devices sold, as well as cellular and other costs associated with technology fees, will become lower as a percentage of revenues as business sales volumes expand, which it anticipates will improve and moderate gross margins.

Total operating expenses for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022 were $5.7 million and ~~$11.4~~$17.1 million, respectively, compared to $5.6 million and ~~compared to $6.3~~$16.0 million ~~and $10.5 million respectively,~~ for the corresponding ~~period of the~~ prior year periods, respectively, as further described below.

Our general and administrative expenses for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022 was ~~$4.9~~$4.8 million and ~~$9.8~~$14.5 million, respectively, compared to ~~$5.7~~$4.7 million and ~~$9.3~~$13.9 million for the corresponding prior year ~~period.~~periods, respectively. The ~~decrease~~increase in general and administrative expenses induring the ~~three months~~nine month period ended ~~September 30,~~December 31, 2022 was a result of expansion of sales force and marketing initiatives during the ~~Company’s efforts~~first half of fiscal 2023. General and administrative expenses during the three month period ended December 31 decreased as compared to ~~achieve cost control and capital~~prior year, as a result of increased monitoring of spending efficiency.

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, we incurred research and development expenses of ~~$0.8~~$0.9 million and ~~$1.7~~$2.5 million, respectively, compared to ~~$0.6~~$0.9 million and ~~$1.2~~$2.1 million for the corresponding prior year ~~period.~~periods, respectively. The ~~increase~~change in research and development activity iswas directly related to the timing of development ofactivities associated with the new technologies for our ecosystem ~~as well as the development of continuous~~and product ~~enhancements to our existing products.~~

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, we recognized ~~$2,891~~$119,880 and ~~$2,891~~$116,989 in net other ~~income~~expense, respectively, as compared to ~~nil~~net other income of $40,512 and ~~$14,058~~$54,558, in the corresponding prior year ~~period.~~periods, respectively. The change in net other expense is a result of loss upon debt extinguishments during current year.

In addition, during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, we ~~incurred other losses~~recorded a gain of ~~$40,020~~$5,391 and ~~$90,928~~a loss of $85,537 upon the conversion of our convertible promissory notes, respectively, as compared to ~~$816,929~~an expense $0.3 million and ~~$850,420 in~~$1.2 million, respectively, during the ~~corresponding~~comparable prior year ~~period.~~periods. The decrease of loss upon conversion is a result of decreased volumes of conversions during fiscal 2023 as compared to prior year.

Accretion and amortization ~~expense related to convertible notes and the term loan~~expenses

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, we incurred accretion and amortization expense related to debt financing of ~~$50,839~~$51,061 and ~~$100,909,~~$151,970, respectively, compared to ~~$5.2~~$1.3 million and ~~$7.5~~$8.8 million induring the comparable prior year periods, respectively. The decreases from the prior ~~year. The decrease compared to prior year’s~~year comparative periods ~~was~~were as a result of full amortization during the quarter ending March 31, 2022 for the debt discount related to Series A and Series B convertible notes. Therefore, there was no amortization of Series A and Series B convertible notes debt discount during the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022. The remaining amortization in the three and ~~six~~nine months ended ~~September 30.~~December 31. 2022 related to the amortization of debt discount related to the Company’s term loan.

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022, the Company recognized a loss of ~~$0.2~~$0.1 million and ~~$0.4~~$0.5 million, respectively, related to the change in fair value of derivative liabilities ~~related to~~associated with preferred shares and convertible notes. The ~~company~~Company recognized a ~~gain~~loss of ~~$0.4~~$0.8 million and ~~$0.1~~$0.7 million ~~in corresponding~~during the comparable prior year ~~period.~~

Earnings before interest, taxes, depreciation and amortization expenses (EBITDA) and Adjusted EBITDA, which are presented below, are non-generally accepted accounting principles (non-GAAP) measures that we believe are useful to management, investors and other users of our financial information in evaluating operating profitability. EBITDA is calculated by adding back interest, taxes, depreciation and amortization expenses to net income.

Adjusted EBITDA is calculated by excluding from EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidated businesses and other income and expense, net, as well as the effect of special items that related to one-time, non-recurring expenditures. We believe that this measure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis. See notes in the table below for additional information regarding special items.

It is management’s intent to provide non-GAAP financial information to enhance the understanding of Biotricity’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess business performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

(1) This relates to one-time recognition of accretion expenses relate to the remaining debt discount balances on notes that were converted.

(2) This relates to one-time recognition of expenses reflecting the difference between the book value of the convertible note and relevant unamortized discounts, and the fair value of shares that the notes were converted into.

(3) Fair value changes on derivative liabilities corresponds to changes in the underlying stock value and thus does not reflect our day to day operations

(4) Professional fees related to Company’s uplisting from OTC market to Nasdaq

Translation adjustment for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022 was a translation adjustment loss of $72,824 and a gain of ~~$0.5 million and $0.7~~$0.6 million. The company recognized a ~~gain~~translation adjustment loss of ~~$0.01 million~~$20,064 and ~~$0.02 million~~$1,841 in the corresponding prior year ~~period.~~periods, respectively. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.

The Company is in commercialization mode, while continuing to pursue the development of its next generation MCT product as well as new products that are being developed.

The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. 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. The Company has incurred recurring losses from operations, and as at ~~September 30,~~December 31, 2022, has an accumulated deficit of ~~$102,965,898 (March 31, 2022 - $93,037,142).~~$107.7 million. 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. On ~~September 30,~~December 31, 2022, the Company has a working capital ~~surplus~~deficit of ~~$2,362,945~~$2.5 million (March 31, 2022 – working capital surplus of ~~$10,455,997)~~$10.5 million). Prior to listing on the Nasdaq Capital Market, ~~The~~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 condensed consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $11,375,690 (face value $12,525,500). As of December 31, 2021, $11,048,000 face value of convertible notes issued during last fiscal year was converted into common shares. During fiscal quarter ended June 30, 2021, the Company raised an additional $499,900 through government EIDL loan, and $250,000 through short term loans. During the fiscal quarter ended Sept 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. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loan. In connection with this loan, the Company and Lender also entered into a Guarantee and 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 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal quarter ended December 31, 2022, the Company raised short-term loans and promissory notes with net proceeds of 1,889,144 from various lenders.

As we proceed with the commercialization of the Bioflux, Biotres and Biocare products and continue their 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.

We expect to require additional funds to further develop our business plan, including the continuous commercialization and expansion of the technologies that will form part of its BioSphere eco-system. Based on the current known facts and assumptions, we believe our existing cash and cash equivalents, access to funding sources, along with anticipated near-term debt and equity financings, will be sufficient to meet our needs for the next twelve months from the filing date of this report. We intend to seek and opportunistically acquire 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.

During the ~~six~~nine months ended ~~September 30,~~December 31, 2022, we used cash in operating activities of ~~$8.5~~$11.7 million compared to ~~$5.9~~$10.4 million for the corresponding period of the prior year. These activities involved expenditures for sales, ~~infrastructure and~~ business development, as well as marketing and operating activities, and continued research and product development.

Net cash used by financing activities was $1.1 million for the six months ended September 30, 2022, compared to $15.4 million net cash provided by financing activities for the six months ended September 30, 2021.

Net cash used by investing activities was $Nil for the ~~six~~nine months ended ~~September 30, 2022 (September 30, 2021: Nil).~~December 31, 2022. During the nine months ended December 31, 2021, net cash used by investing activities was attributed to the purchase of property and equipment of $29,766.

Net cash provided by financing activities was $4,119 for the nine months ended December 31, 2022, compared to $25.0 million cash provided by financing activities for the nine months ended December 31, 2021.

The Company recognized the following forms of revenue for the three and nine months ended December 31, 2022 and 2021:

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 condensed consolidated balance sheets, 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.

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 condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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.

● 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.

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 December 31, 2022 and 2021, the Company believes there was no impairment of its long-lived assets.

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.

Refer to “Note 3— Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in “Part 1, Item 1 – Condensed Consolidated Financial Statements” in this Report for a discussion of recently issued accounting pronouncements.

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

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

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

There were no changes in the Company’s internal controls over financial reporting that occurred during the three-month period ended ~~September 30,~~December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

During the period from ~~July~~October 1 to ~~August 12,~~November 15, 2022, the Company received conversion notices to convert $100,000 in convertibles notes into common shares. Pursuant to receipt of these conversion notices, the Company has processed the issuance of 117,647 common shares. During this same period, the Company has issued ~~71,792~~238,846 common shares toin connection with the conversion of convertible ~~note investors who have exercised warrants issued~~notes in ~~prior periods.~~the total amount of $207,002. Also during ~~this~~the same period, the Company issued ~~22,772~~105,263 common shares ~~to consultants for services as compensation~~ for services rendered. 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 14^th14th day of ~~November 2022.~~February 2023.

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

	For the quarterly period ended ~~September 30,~~December 31, 2022

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BTCY		The NASDAQStock Market LLC

Part I – Financial Information

Item 1 – Condensed Consolidated Financial Statements	3
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	2934
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	4147
Item 4 – Controls and Procedures	4147

Part II – Other Information

Item 1 – Legal Proceedings	4248
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	4248
Item 3 – Defaults Upon Senior Securities	4248
Item 4 – Mine Safety Disclosures	4248
Item 5 – Other Information	4248
Item 6 – Exhibits	4248
Signatures	4349

Condensed Consolidated Balance Sheets at ~~September 30,~~December 31, 2022 (unaudited) and March 31, 2022 (audited)	4

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022 and 2021 (unaudited)	5

Condensed Consolidated Statements of Stockholders’ Deficiency for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2022 and 2021 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and 2021 (unaudited)	8

Notes to the Condensed Consolidated Financial Statements	9

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

Balance, March 31, 2022 (audited)		7,201			8		51,277,040		51,277		123,817			102,299			91,507,478		(768,656	)		(93,037,142	)		(2,144,736	)
Conversion of convertible notes into common shares [Note 9]		-			-		522,192		522		-			-			631,798		-			-			632,320
Preferred stock purchased back via cash		(399	)		-		-		-		-			-			(346,046)		-			-			(346,046	)
Issuance of shares for services [Note 9]		-			-		26,939		27		-			-			37,760		-			-			37,787
Exercise of warrants for cash [Note 9]		-			-		71,792		72		(100,094	)		(77,300	)		47,228		-			-			(30,000	)
Issuance of warrants for services [Note 9]		-			-		-		-		-			-			154,746		-			-			154,746
Stock based compensation - ESOP [Note 9]		-			-		-		-		-			-			302,528		-			-			302,528
Translation adjustment		-			-		-		-		-			-			-		698,521			-			698,521
Net loss before dividends for the period		-			-		-		-		-			-			-		-			(9,468,800	)		(9,468,800	)
Preferred stock dividends		-			-		-		-		-			-			-		-			(459,956	)		(459,956	)
Balance, September 30, 2022 (unaudited)		6,802			8		51,897,963		51,898		23,723			24,999			92,335,492		(70,135	)		(102,965,898	)		(10,623,636	)

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

Balance, March 31, 2022 (audited)		7,201			8			51,277,040		51,277		123,817			102,299			91,507,478			(768,656	)		(93,037,142	)		(2,144,736	)
Conversion of convertible notes into common shares [Note 9]		-			-			761,038		761		-			-			843,161			-			-			843,922
Preferred stock purchased back via cash [Note 8]		(896	)		(1	)		-		-		-			-			(777,174	)		-			-			(777,175	)
Issuance of shares for services [Note 9]		-			-			132,202		132		-			-			150,286			-			-			150,418
Exercise of warrants for cash [Note 9]		-			-			71,792		72		(100,094	)		(77,300	)		47,228			-			-			(30,000	)
Issuance of warrants for services [Note 9]		-			-			-		-		-			-			232,526			-			-			232,526
Exchange of warrants for promissory notes		-			-			-		-		-			-			(71,768	)		-			-			(71,768	)
Stock based compensation - ESOP [Note 9]		-			-			-		-		-			-			365,653			-			-			365,653
Translation adjustment		-			-			-		-		-			-			-			625,698			-			625,698
Net loss before dividends for the period		-			-			-		-		-			-			-			-			(13,985,915	)		(13,985,915	)
Preferred stock dividends		-			-			-		-		-			-			-			-			(690,330	)		(690,330	)
Balance, December 31, 2022 (unaudited)		6,305			7			52,242,072		52,242		23,723			24,999			92,297,390			(142,958	)		(107,713,387	)		(15,481,707	)

a)	As	Total $
Balance at ~~September 30 and~~ March 31, 2022 the Company had a promissory note balance of nil and a short term loan balance of nil. Consequently, general and administrative expenses for the three and six months ended September 30, 2022 included interest expense for those items of			1,540,000	~~nil~~ ~~(September 30, 2021: $215,260~~ ~~and $226,480) respectively.~~

b)Conversion to common shares (Note 9)	~~During the year ended March 31, 2021, the Company issued $~~	~~11,275,500~~ ~~(face value) in two series~~	(555,600	)
Redemption of convertible notes			(53,250	)
Convertible note extinguishment			(500,000	)
New issuance of convertible note, net of discounts			556,864
New issuance of short-term loan and promissory notes, ~~(the “Series A Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date~~net of ~~the offering and accrue interest~~discounts			2,156,480
Repayment of short-term loans			(20,264	)
Amortization of discounts			1,407

Balance at December 31, 2022	12~~% per annum.~~		3,125,637

	~~Total~~
	$
~~Balance at March 31, 2022~~		~~1,540,000~~

~~Six months ended September 30, 2022~~
~~Conversion to common shares (Note 9)~~		~~(402,000~~	)

~~Balance at September 30, 2022~~		~~1,138,000~~

	Fiscal Year 2023 $			Fiscal Year 2022 $
Derivative liabilities as at March 31, 2022 and 2021		352,402			410,042
Change in fair value of derivatives during the period		195,521			(203,525	)
Reduction due to preferred shares redeemed		(10,605	)		-
Derivative liabilities as at June 30, 2022 and 2021		537,318			206,517
New issuance		-			17,084
Change in fair value of derivatives during the period		168,762			(101,173	)
Reduction due to preferred shares redeemed		(4,444	)		-
Derivative liabilities as at September 30, 2022 and 2021		701,636			121,828
Change in fair value of derivatives during the period		78,026			644,774
Reduction due to preferred shares redeemed		(37,987	)		(479,791	)
Derivative liabilities as at December 31, 2022 and 2021		741,675			286,811

	~~Assumptions~~December 2022
Dividend yield (%)		12	%
Risk-free rate for term	(%)		~~3.25% -~~	~~3.80~~4.18 – 4.36	%
Volatility	(%)		~~85.4% -~~	~~98.4~~92.7 – 93.6	%
Remaining terms (Years)			~~1.32~~	1.00 to ~~2.75~~2.50
Stock price ($ per share)	$			~~0.80~~0.45 to $~~1.00~~0.72

	~~Total~~
	$

~~Balance at March 31, 2022~~		~~520,747~~

~~For the three months ended June 30, 2022~~
~~Conversion to common shares~~		~~(104,118~~	)
~~Change in fair value of derivative liabilities~~		~~2,703~~

~~Balance at June 30, 2022~~		~~419,332~~
~~Conversion to common shares~~		~~(35,274~~	)
~~Change in fair value of derivative~~		~~3,280~~
~~Balance at September 30, 2022~~		~~387,338~~

	Fiscal Year 2023 $			Fiscal Year 2022 $

Balance at March 31, 2022 and 2021		520,747			3,633,856
Conversion to common shares		(104,118	)		(403,108	)
Change in fair value of derivative liabilities		2,703			502,508
Balance at June 30, 2022 and 2021		419,332			3,733,256
Conversion to common shares		(35,274	)		(2,744,711	)
Change in fair value of derivative		3,280			(295,801	)
Balance at September 30, 2022 and 2021		387,338			692,744
Convertible note modification		14,083			-
Convertible note redemption		(17,979	)		-
Conversion to common shares		(53,402	)		(250,738	)
Change in fair value of derivative		21,679			129,999
Balance at December 31, 2022 and 2021		351,719			572,005

	Conversion and redemption features		December 2022
Risk-free rate for term (%)		~~2.34~~ –	~~3.75~~3.74 - 4.37
Volatility (%)		~~92.3~~ –	~~99.8~~90.4 - 99.6
Remaining terms (Years)			0.50 –- 0.75
Stock price ($ per share)		~~0.80~~ –	~~1.75~~0.50 - 1.00

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

	Broker and Other Warrants ⁽¹⁾			Consultant Warrants			Warrants Issued on Conversion of Convertible Notes			Total
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

Less: Expired/cancelled		-			-			(1,563,980	)		(1,563,980	)
Less: Exercised		-			-			(11,792	)		(11,792	)
Add: Issued		-			53,827			-			53,827
As at June 30, 2022		876,205			1,856,143			5,323,351			8,055,699

Less: Expired/cancelled		(37,134	)		(114,583	)		-			(151,717	)
Less: Exercised		-			-			-			-
Add: Issued		-			118,282			-			118,282
As at September 30, 2022		839,071			1,859,842			5,323,351			8,022,264

Exercise Price		1.06 to 6.26			0.48 to 3.15			1.06
Expiration Date		October 2022 to January 2031			Oct 2022 to Sept 2032			January 2024 to February 2024

	Broker and Other Warrants			Consultant Warrants			Warrants Issued on Conversion of Convertible Notes			Total
As at March 31, 2022		876,205			1,802,316			7,211,623			9,890,144

Less: Expired/cancelled		-			-			(1,563,980	)		(1,563,980	)
Less: Exercised		-			-			(11,792	)		(11,792	)
Add: Issued		-			53,827			-			53,827
As at June 30, 2022		876,205			1,856,143			5,635,851			8,368,199

Less: Expired/cancelled		(37,134	)		(114,583	)		-			(151,717	)
Less: Exercised		-			-			-			-
Add: Issued		-			118,282			-			118,282
As at September 30, 2022		839,071			1,859,842			5,635,851			8,334,764
Warrant outstanding, beginning balance		839,071			1,859,842			5,635,851			8,334,764

Less: Expired/cancelled		-			(278,000	)		-			(278,000	)
Less: Exercised		-			-			(306,604	)		(306,604	)
Add: Issued		-			218,785			-			531,285
As at December 31, 2022		839,071			1,800,627			5,329,247			7,968,945
Warrant outstanding, ending balance		839,071			1,800,627			5,329,247			7,968,945

Exercise Price		$1.06 to $6.26			$0.45 to $3.15			$1.06 to $1.50
Expiration Date		August 2026 to January 2031			January 2023 to December 2032			January 2024 to February 2024

Right of Use Asset	$
Balance at March 31, 2022		1,242,700
~~Amortization~~New leases		~~(102,491~~ 685,099	)
Amortization		(255,146	)
Balance at ~~September 30,~~December 31, 2022		~~1,140,209~~1,672,653

Lease Liability	$

~~Lease Liability~~
Balance at March 31, 2022		1,330,338
New leases		685,099
Repayment and interest accretion		(~~100,450~~231,533	)
Balance at ~~September 30,~~December 31, 2022		~~1,229,888~~1,783,904

Current portion of operating lease liability		~~227,997~~322,882
Noncurrent portion of operating lease liability		~~1,001,891~~1,461,022

~~Less than one year~~			~~353,742~~
~~Beyond one year~~			~~1,190,920~~
~~Total undiscounted lease liability~~			~~1,544,662~~


Calendar year	$
2023		505,696
2024		552,293
2025		600,288
2026		565,359
2027 and beyond		-
Total undiscounted lease liability		2,223,636
Less imputed interest		(439,732	)
Total		1,783,904

Accumulated depreciation	Office equipment		Leasehold improvement		Total
		$		$		$
Balance at March 31, 2022		1,308		1,000		2,308
Depreciation for Q1		842		647		1,489
Depreciation for Q2		842		647		1,489
Balance at September 30, 2022		2,992		2,294		5,286

Net book value
Balance at March 31, 2022		15,531		11,928		27,459
Balance at September 30, 2022		13,847		10,634		24,482

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

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

	~~Office equipment~~	~~5 years~~
	~~Leasehold improvement~~	~~5 years~~

EBITDA and Adjusted EBITDA
	3 months ended December 31, 2022			3 months ended December 31, 2021			9 months ended December 31, 2022			9 months ended December 31, 2021
	$			$			$			$
Net loss attributable to common stockholders		(4,747,489	)		(7,342,871	)		(14,676,245	)		(24,237,723	)
Add:
Provision for income taxes		-			-			-			-
Interest expense		413,402			124,354			1,205,342			903,282
Depreciation expense		1,487			819			4,465			819
EBITDA		(4,332,598	)		(7,217,698	)		(13,446,438	)		(23,333,622	)

Add (Less)
Accretion expense related to convertible note conversion (1)		-			259,754			-			4,485,143
Other (income) expense related to convertible note conversion (2)		(5,391	)		305,246			85,537			1,155,643
Fair value change on derivative liabilities (3)		99,705			774,773			469,971			676,172
Uplisting transaction expense (4)		-			-			-			946,763
Other expense related to debt extinguishment (5)		126,158						126,158
Adjusted EBITDA		(4,112,126	)		(5,877,924	)		(12,784,772	)		(16,069,900	)

Weighted average number of common shares outstanding		52,142,669			49,168,264			51,814,972			43,747,569

Adjusted Loss per Share, Basic and Diluted		(0.079	)		(0.120	)		(0.247	)		(0.367	)

EBITDA and Adjusted EBITDA
	6 months ended September 31, 2022			3 months ended September 30, 2022			6 months ended September 30, 2021			3 months ended September 30, 2021
	$			$			$			$
Net loss attributable to common stockholders		(9,928,756	)		(4,904,367	)		(16,894,853	)		(10,997,490	)
Add:
Provision for income taxes		-			-			-			-
Interest expense		791,940			403,551			784,470			388,785
Depreciation expense		2,976			1,488			-			-
EBITDA		(9,133,840	)		(4,499,328	)		(16,110,383	)		(10,608,705	)

Add (Less)
Accretion expense related to convertible note conversion (1)		-			-			4,225,389			3,736,658
Other (income) expense related to convertible note conversion (2)		90,928			40,020			845,144			816,929
Fair value change on derivative liabilities (3)		370,266			172,042			(98,601	)		(397,584	)
Uplisting transaction expense (4)		-			-			946,763			946,763

Adjusted EBITDA		(8,672,646	)		(4,287,265	)		(10,191,688	)		(5,505,939	)

Weighted average number of common shares outstanding		51,650,228			52,019,359			41,022,411			42,928,242

Adjusted Loss per Share, Basic and Diluted		(0.168	)		(0.082	)		(0.248	)		(0.128	)

	●	purchase devices that will be placed in the field for pilot projects and to produce revenue,

	●	launch sales initiatives,

	●	fund our operations and working capital requirements,

	●	develop and execute our product development and market introduction plans,

	●	fund research and development efforts, and

	●	pay any expense obligations as they come due.

101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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