Part I [Business](index=4&type=section&id=ITEM%201.%20BUSINESS) Biotricity Inc. specializes in biometric data monitoring solutions, with its Bioflux MCT product targeting diagnostic and post-diagnostic care - The company focuses on biometric data monitoring solutions, with its initial product, **Bioflux MCT**, targeting the diagnostic mobile cardiac telemetry market[12](index=12&type=chunk) - **Bioflux MCT** was commercially launched in **April 2018**. After a limited market release, the company expanded its sales force in fiscal 2019, leading to **double-digit sales growth** and an **over 80% re-order rate**[13](index=13&type=chunk) - The company is developing new products, including **Biotres** (an ECG Holter solution) and advanced ECG analysis software, to expand its technology ecosystem[40](index=40&type=chunk)[41](index=41&type=chunk) - Biotricity's business model is an **'insourcing' model**, selling devices to physicians and earning **recurring technology service fees** from its back-office software solution, which differs from the traditional outsourcing model of competitors[37](index=37&type=chunk) [Risk Factors](index=17&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant business, industry, and securities risks, including limited operating history, intense competition, extensive regulation, and stock volatility - Business Risks: The company has a limited operating history, an accumulated deficit of **$46.4 million** as of March 31, 2020, and requires additional capital to fund operations and growth. The COVID-19 pandemic also poses a significant risk to operations[103](index=103&type=chunk)[105](index=105&type=chunk)[110](index=110&type=chunk)[154](index=154&type=chunk) - Industry & Regulatory Risks: The business is subject to **intense competition** and **extensive FDA regulation** for its Class II medical devices. Failure to obtain or maintain regulatory approvals or adequate third-party reimbursement could materially harm the business[120](index=120&type=chunk)[121](index=121&type=chunk)[130](index=130&type=chunk)[175](index=175&type=chunk) - Securities Risks: The company's common stock is quoted on the **OTCQB market**, has limited liquidity, and is subject to the SEC's **'penny stock' rules**, which can hinder trading. The market price may be volatile[200](index=200&type=chunk)[201](index=201&type=chunk)[217](index=217&type=chunk) - Control Risk: The CEO, Mr. Al-Siddiq, beneficially owns approximately **23.06%** of outstanding shares, giving him substantial influence over corporate actions and director elections[208](index=208&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - Not applicable[224](index=224&type=chunk) [Properties](index=35&type=section&id=ITEM%202.%20PROPERTIES) The company leases approximately 3,500 sq ft in Redwood City, CA, and 5,000 sq ft in Toronto, ON, for its executive offices - The company leases office space in Redwood City, CA (approx. **3,500 sq ft**) and Toronto, ON (approx. **5,000 sq ft**)[225](index=225&type=chunk) [Legal Proceedings](index=35&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material legal or governmental regulatory proceedings - The company is not currently involved in any material legal proceedings[227](index=227&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This item is not applicable to the company - Not applicable[228](index=228&type=chunk) Part II [Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=36&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on OTCQB, with **33.4 million** shares outstanding as of July 2020, and capital was raised through notes and preferred shares - The company's common stock is traded on the **OTCQB** under the symbol **'BTCY'**[231](index=231&type=chunk) Common Stock Market Price Information | Period (FY 2020) | High ($) | Low ($) | | :--- | :--- | :--- | | Fourth Quarter | 2.25 | 0.661 | | Third Quarter | 0.849 | 0.2601 | | Second Quarter | 0.75 | 0.48 | | First Quarter | 0.98 | 0.535 | - As of July 10, 2020, there were **33,384,753** shares of common stock outstanding[234](index=234&type=chunk) - During fiscal year 2020, the company raised **$3.1 million** in promissory notes and short-term loans and issued **7,830 Series A preferred shares** for **$6.0 million** in cash and conversion of **$1.83 million** in notes[240](index=240&type=chunk) [Selected Financial Data](index=40&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) This item is not applicable as the company is a smaller reporting company - Not applicable to a smaller reporting company[253](index=253&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=40&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In FY2020, revenue grew to **$1.42 million** with a **256%** increase, but operating expenses led to an **$11.3 million** net loss, requiring additional capital for operations Consolidated Statements of Operations Data | Metric | FY Ended Mar 31, 2020 | FY Ended Mar 31, 2019 | | :--- | :--- | :--- | | **Revenue** | **$1,417,725** | **$398,200** | | Gross Profit | $692,454 | $59,865 | | Total Operating Expenses | $11,623,138 | $8,651,930 | | *General & Administrative* | *$10,259,903* | *$7,342,739* | | *Research & Development* | *$1,363,235* | *$1,309,191* | | **Net Loss** | **($11,324,869)** | **($8,592,065)** | | Loss Per Share | ($0.315) | ($0.257) | - Revenue increased **256%** year-over-year, from **$398,200** in FY2019 to **$1,417,725** in FY2020, driven by the full market release of the Bioflux device[289](index=289&type=chunk) - The company has an accumulated deficit of **$46,364,364** as of March 31, 2020 and requires additional capital to fund its growth plans, estimating a need for approximately **$8 million**[299](index=299&type=chunk)[304](index=304&type=chunk) - Net cash used in operating activities was **$7.9 million** in FY2020, compared to **$5.2 million** in FY2019. Net cash provided by financing activities was **$8.9 million** in FY2020, primarily from the issuance of preferred shares and promissory notes[307](index=307&type=chunk)[308](index=308&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable as the company is a smaller reporting company - Not applicable to a smaller reporting company[311](index=311&type=chunk) [Financial Statements and Supplementary Data](index=50&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) Audited financial statements and supplementary data for FY2020 and FY2019 are included, starting on page F-1 - Financial statements are provided starting on page **F-1** of the report[312](index=312&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosures](index=50&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURES) The company reports no changes in or disagreements with its accountants on accounting and financial disclosures - None reported[312](index=312&type=chunk) [Controls and Procedures](index=50&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective as of March 31, 2020 - Management concluded that disclosure controls and procedures were **effective** as of the end of the fiscal year[314](index=314&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of March 31, 2020, based on the COSO framework[316](index=316&type=chunk) - **No material changes** to internal controls over financial reporting occurred during the fiscal year ended March 31, 2020[319](index=319&type=chunk) [Other Information](index=51&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information for this item - None[321](index=321&type=chunk) Part III [Directors and Executive Officers and Corporate Governance](index=52&type=section&id=ITEM%2010.%20DIRECTORS%20AND%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's executive officers and directors, including their biographies and corporate governance structures like board committees and independence - The executive team is led by founder **Waqaas Al-Siddiq** as President, CEO, and Chairman, and **John Ayanoglou** as CFO[325](index=325&type=chunk)[335](index=335&type=chunk) - The Board of Directors includes members with experience in finance, medical devices, and corporate governance, such as **Dr. Norman M. Betts**, **Patricia Kennedy**, **David A. Rosa**, and **Steve Salmon**[327](index=327&type=chunk)[329](index=329&type=chunk)[332](index=332&type=chunk)[334](index=334&type=chunk) - The Board has established an **audit committee** and a **compensation committee**. Three directors, Dr. Betts, Ms. Kennedy, and Mr. Rosa, are considered **independent** under NASDAQ rules[349](index=349&type=chunk)[353](index=353&type=chunk) [Executive Compensation](index=54&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section details executive compensation for FY2020 and FY2019, including salary, bonus, and option awards for the CEO and CFO, and compensation for non-employee directors Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Waqaas Al-Siddiq** (CEO) | 2020 | 390,000 | 195,000 | 1,330,151 | **1,912,151** | | | 2019 | 360,000 | 150,000 | 1,235,040 | **1,775,248** | | **John Ayanoglou** (CFO) | 2020 | 200,000 | - | 75,272 | **275,272** | | | 2019 | 152,870 | - | 116,217 | **312,837** | - CEO Waqaas Al-Siddiq's employment agreement provides for a base salary of **$390,000** and a potential bonus of up to **50%** of his salary[341](index=341&type=chunk) - Non-employee directors receive compensation in the form of **cash fees, stock awards, and option awards**[347](index=347&type=chunk)[348](index=348&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=57&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT) This section details beneficial ownership of common stock as of July 2020, with CEO Waqaas Al-Siddiq holding **23.06%** and all directors and executive officers as a group holding **28.72%** Security Ownership Table | Name of Beneficial Owner | % of Shares Beneficially Owned | | :--- | :--- | | Waqaas Al-Siddiq (CEO) | 23.06% | | Isa Khalid Abdulla Al-Khalifa | 7.57% | | All directors and executive officers as a group (6 persons) | 28.72% | [Certain Relationships and Related Transactions, and Director Independence](index=59&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company reports no disclosable related party transactions and confirms the independence of three directors under NASDAQ rules - The company reported **no disclosable related party transactions**[365](index=365&type=chunk) - Directors Dr. Betts, Ms. Kennedy, and Mr. Rosa are determined to be **independent**[353](index=353&type=chunk) [Principal Accountant Fees and Services](index=59&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details fees paid to the principal accountant for FY2020 and FY2019, primarily for audit services, with all services pre-approved by the Board Fees Paid to Principal Accountant | Fee Category | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Audit Fees | 72,600 | 72,775 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total Fees** | **72,600** | **72,775** | Part IV [Exhibits, Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate governance documents, securities agreements, material contracts, and SOX certifications - Lists key corporate documents, including **Articles of Incorporation** (Exhibit 3.1) and **By-Laws** (Exhibit 3.2)[371](index=371&type=chunk) - Includes forms of various financing instruments, such as **convertible notes** and **warrants** (Exhibits 4.3 - 4.12)[371](index=371&type=chunk) - Contains material agreements, such as the **2016 Equity Incentive Plan** (Exhibit 10.5) and the **CEO's Employment Agreement** (Exhibit 10.9)[371](index=371&type=chunk)[372](index=372&type=chunk) - Includes required CEO and CFO certifications under **Sections 302 and 906 of the Sarbanes-Oxley Act** (Exhibits 31.1, 31.2, 32.1, 32.2)[372](index=372&type=chunk) Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm](index=64&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion on the financial statements for FY2020 and FY2019, noting conformity with U.S. GAAP and the adoption of ASC 842 - The auditor issued an **unqualified opinion**, stating the financial statements are **fairly presented** in accordance with **U.S. GAAP**[381](index=381&type=chunk) - The report highlights the adoption of the new lease accounting standard, **ASC 842**, as of April 1, 2019[382](index=382&type=chunk) [Consolidated Financial Statements Tables](index=65&type=section&id=Consolidated%20Financial%20Statements%20Tables) The consolidated financial statements show **$2.0 million** in total assets, a **$3.0 million** stockholders' deficiency, **$1.42 million** revenue, and an **$11.3 million** net loss for FY2020 Consolidated Balance Sheet | Balance Sheet (As of March 31, 2020) | Amount ($) | | :--- | :--- | | Total Current Assets | 1,658,829 | | **Total Assets** | **2,004,416** | | Total Current Liabilities | 3,803,021 | | **Total Liabilities** | **5,004,809** | | **Total Stockholders' Deficiency** | **(3,000,393)** | Consolidated Statement of Operations | Statement of Operations (Year Ended March 31, 2020) | Amount ($) | | :--- | :--- | | Revenue | 1,417,725 | | Gross Profit | 692,454 | | Total Operating Expenses | 11,623,138 | | **Net Loss Attributed to Common Stockholders** | **(11,324,869)** | Consolidated Statement of Cash Flows | Statement of Cash Flows (Year Ended March 31, 2020) | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (7,862,779) | | Net cash provided by financing activities | 8,879,168 | | Net increase in cash | 1,016,388 | | **Cash, end of year** | **949,848** | [Notes to Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail liquidity challenges, recurring losses, and reliance on financing, including **$3.1 million** from notes and **$6.0 million** from preferred stock in FY2020, and the adoption of ASC 842 - The company has incurred recurring losses, with an accumulated deficit of **$46.4 million** and a working capital deficiency of **$2.1 million** as of March 31, 2020, indicating a reliance on external financing to continue operations[405](index=405&type=chunk) - In FY2020, the company raised **$3.1 million** in promissory notes and short-term loans. It also issued **7,830 Series A preferred shares** for **$6.0 million** in cash and the conversion of **$1.83 million** in notes[405](index=405&type=chunk)[440](index=440&type=chunk)[456](index=456&type=chunk) - The company adopted the new lease accounting standard **ASC 842** on April 1, 2019, recognizing a right-of-use asset of **$264,472** and a lease obligation of **$270,085** as of March 31, 2020[492](index=492&type=chunk)[494](index=494&type=chunk) - Subsequent to year-end, in April and May 2020, the company received a **$1.2 million** Paycheck Protection Program (PPP) loan and a **$379,000** Emergency Injury Disaster Loan (EIDL) under the **CARES Act**[497](index=497&type=chunk)

Financial Performance - Revenue for the three months ended December 31, 2019, was $381,899, compared to $1,054,805 for the same period in 2018, indicating a decrease in revenue [14]. - The net loss before income taxes for the three months ended December 31, 2019, was $(2,371,005), compared to $(6,468,720) for the same period in 2018, showing an improvement in loss [14]. - The company reported a comprehensive loss of $(2,629,496) for the three months ended December 31, 2019, compared to $(6,766,126) for the same period in 2018, reflecting a reduction in overall losses [14]. - For the nine months ended December 31, 2019, Biotricity Inc. reported a net loss of $6,492,391, compared to a net loss of $6,769,505 for the same period in 2018, indicating a decrease in losses of approximately 4.1% [20]. - The company incurred a net loss of $2,394,676 and $6,492,391 for the three and nine months ended December 31, 2019, respectively, with a loss per share of $0.066 and $0.181 [138]. - The Company incurred net losses of $2,394,676 and $6,492,391 for the three and nine months ended December 31, 2019, compared to net losses of $2,172,248 and $6,769,505 during the corresponding periods in 2018, resulting in a loss per share of $0.066 and $0.181 respectively [145]. Assets and Liabilities - As of December 31, 2019, total assets increased to $5.53 million from $490,660 as of March 31, 2019, reflecting a significant growth in current assets, particularly cash which rose to $4.35 million from $63,647 [10]. - Total current liabilities increased to $6.54 million as of December 31, 2019, from $2.27 million as of March 31, 2019, primarily due to an increase in accounts payable and accrued liabilities [10]. - The accumulated deficit as of December 31, 2019, was $(41,531,886), up from $(35,039,495) as of March 31, 2019, indicating a growing financial challenge [12]. - The total stockholders' deficiency as of December 31, 2019, was $(1,912,502), compared to $(1,777,681) as of March 31, 2019, indicating a decline in shareholder equity [12]. - As of December 31, 2019, the company has an accumulated deficit of $41,531,886 and a working capital deficiency of $1,355,227 [31]. Expenses - General and administrative expenses for the three months ended December 31, 2019, were $2,179,928, compared to $6,292,225 for the same period in 2018, indicating a decrease in operational costs [14]. - Research and development expenses for the three months ended December 31, 2019, were $447,639, compared to $879,661 for the same period in 2018, suggesting a reduction in R&D spending [14]. - Total operating expenses for the three and nine months ended December 31, 2019, were $2,627,567 and $7,171,886, compared to $2,262,384 and $6,905,143 for the same periods in 2018 [142]. - General and administrative expenses for the three and nine months ended December 31, 2019, were $2,179,928 and $6,292,225, respectively, reflecting increases due to higher borrowing costs and marketing expenses [143]. Financing Activities - The company issued 6,000 preferred shares, raising $6,000,000 during the period, which was a significant source of financing [20]. - The Company issued $6 million in preferred stock during the three months ended December 31, 2019, to support its operating plan [31]. - Net cash provided by financing activities was $9,464,675 for the nine months ended December 31, 2019, compared to $3,029,038 for the same period in 2018, primarily from the issuance of preferred shares and promissory notes [155]. - The Company issued convertible promissory notes totaling $1,368,978, which can be converted into common stock [50]. Revenue Growth - Gross revenues for the three months ended December 31, 2019, increased by 225% compared to the same period in the prior year, equating to 96% of the total gross revenues earned in the entire fiscal year ended March 31, 2019 [134]. - Technology fee revenues grew by over 500% for the nine months ended December 31, 2019, with approximately 65% of revenues being utilization-based annual recurring revenues (ARR) [135]. - Technology fees earned during the three-month and nine-month periods ended December 31, 2019, grew by 311.4% and 504.3%, respectively, from the prior year [141]. Strategic Focus - Biotricity is focused on developing technology for remote monitoring in preventative care, aiming to establish a realizable healthcare business model with a clear commercialization pathway [23]. - The Company plans to expand its sales efforts to 11 key states and aims to grow its sales force to enhance market penetration [113]. - The company expanded its sales force and geographic footprint to 11 US states, enhancing its market presence for the Bioflux® MCT device [136]. - The company is developing advanced ECG analysis software and the Bioflux® 2.0, with plans to apply for further FDA clearances within the next twelve months [116]. Stock and Options - The weighted average number of common shares outstanding increased to 36,176,520 for the three months ended December 31, 2019, from 35,826,398 for the same period in 2018 [14]. - The Company granted 3,591,000 options under the 2015 Equity Incentive Plan, with 3,390,503 options exercised [87]. - The maximum number of shares that may be issued under the 2016 Equity Incentive Plan is 3,750,000, with annual increases based on outstanding shares [90]. - The Company recorded stock-based compensation of $155,702 and $649,587 for the three and nine months ended December 31, 2019, respectively [95]. Cash Flow - Cash used in operating activities for the nine months ended December 31, 2019, was $4,909,896, an increase of approximately 20.9% compared to $4,063,375 in the same period of 2018 [20]. - The Company expects to require approximately $4 million to grow its sales team and order devices, with an additional $4 million anticipated for hiring a larger sales force and developing future technologies [151].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from ______________ to_______________ Commission file number: 000-56074 BIOTRICITY INC. (Exact name of registrant in its charter) Nevada 30-0983531 State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the period from ______________ to_______________ Commission file number: 333-201719 BIOTRICITY INC. (Exact name of registrant in its charter) Nevada 30-0983531 State or Other Jurisdic ...

Company Overview - The company is a healthcare technology firm focused on developing software and hardware solutions for managing chronic health issues, with its first product being a wearable medical cardiac solution [275]. Revenue Recognition - The company adopted ASC 606 for revenue recognition on April 1, 2018, which requires revenue to be recognized when promised goods or services are transferred to customers [276]. - The Bioflux mobile cardiac telemetry device can be worn for up to 30 days, with revenues generated from device sales and technology fees, which are recognized when performance obligations are satisfied [277]. Financial Performance - For the fiscal year ended March 31, 2019, the Company sold approximately 300 Bioflux MCT devices, generating total income of $398,200 from device sales and technology fees [308]. - The net loss for the fiscal year ended March 31, 2019, was $8,592,065, a slight decrease from the net loss of $8,623,738 in the previous fiscal year [314]. - Total operating expenses for the fiscal year ended March 31, 2019, increased to $8,741,601 from $7,723,734 in the fiscal year ended March 31, 2018 [309]. - General and administrative expenses rose by $1,497,682 to $7,458,855 for the fiscal year ended March 31, 2019, primarily due to costs associated with establishing a sales force and increasing payroll [310]. - Research and development expenses decreased to $1,282,746 for the fiscal year ended March 31, 2019, down from $1,762,561 in the previous year [311]. - The Company has an accumulated deficit of $35,039,495 as of March 31, 2019 [319]. Cash Flow and Financing - Cash used in operating activities for the fiscal year ended March 31, 2019, was $5,220,847, an increase from $4,874,535 in the previous fiscal year [326]. - Net cash provided by financing activities was $4,556,544 for the fiscal year ended March 31, 2019, compared to $5,289,281 in the prior year, primarily due to the issuance of common shares and promissory notes [327]. - During the year ended March 31, 2019, the Company raised net proceeds of $3,638,010 through the issuance of 2,635,353 common shares [322]. - The company has entered into an arrangement with a private equity firm to raise up to $25 million in additional capital, subject to certain conditions [324]. - The company anticipates needing to seek additional debt or equity capital to respond to business opportunities and challenges, including ongoing operating expenses and intellectual property protection [324]. - The company believes its existing cash and anticipated near-term equity financings will be sufficient for the next twelve months from the filing date of the Annual Report [324]. - Future financing terms may be dilutive to common stockholders, and there is no assurance that additional capital can be raised on acceptable terms [324]. Research and Development - The company continues to pursue the development of its next generation MCT product and other new products [317]. - The company plans to further develop Bioflux and Biolife products to increase market penetration and expand its intellectual property platform [324]. - The company expects to require approximately $4 million to grow its sales team and order devices for revenue generation, with an additional $7 million needed to accelerate commercialization of Bioflux and Biolife products [324]. Inventory and Taxation - The company records inventory at the lower of cost or net realizable value, with write-downs charged to cost of revenue for obsolete or excess inventory [279]. - The company accounts for income taxes in accordance with ASC 740, recognizing deferred tax assets and liabilities based on enacted tax rates expected to apply in future periods [292]. Other Financial Information - The company has not entered into derivative instruments to offset foreign currency fluctuations, and its Canadian subsidiary operates in Canadian dollars while the parent company operates in U.S. dollars [284]. - As of March 31, 2019, there were no potentially dilutive shares outstanding, indicating a basic and diluted earnings per share calculation without dilution [281]. - The company has no off-balance sheet arrangements that could affect its financial condition or results of operations [329]. - Cash and derivative liabilities are classified as Level 1 and Level 2 financial instruments, respectively, with the carrying value of certain financial instruments approximating their fair values due to their short-term nature [289]. - The company is currently evaluating the effects of FASB ASU 2018-07 on its consolidated financial statements, which expands the scope of stock compensation to include nonemployee transactions [298].

[Part I – Financial Information](index=3&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Item 1 – Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93%20Condensed%20Consolidated%20Financial%20Statements) The unaudited financial statements show an early-stage company with a growing net loss and stockholders' deficiency [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects a significant cash reduction and a shift to a stockholders' deficiency of $850,731 Condensed Consolidated Balance Sheet Highlights (as of Dec 31, 2018 vs. Mar 31, 2018) | Metric | Dec 31, 2018 (Unaudited) | Mar 31, 2018 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $25,738 | $843,643 | | Total Current Assets | $440,098 | $896,426 | | **Total Assets** | **$473,098** | **$929,426** | | **Liabilities & Equity** | | | | Accounts payable and accrued liabilities | $1,305,677 | $756,179 | | **Total Liabilities** | **$1,323,829** | **$756,179** | | **Total stockholders' (deficiency) equity** | **($850,731)** | **$173,247** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company generated initial revenue but incurred a higher net loss of $6.77 million for the nine-month period Statement of Operations Summary (Nine Months Ended Dec 31) | Metric | 2018 (Unaudited) | 2017 (Unaudited) | | :--- | :--- | :--- | | Revenue | $220,060 | $0 | | Net Revenue | $135,638 | $0 | | Total Operating Expenses | $6,905,143 | $4,932,260 | | Net Loss | ($6,769,505) | ($5,832,264) | | Loss Per Share (Basic and Diluted) | ($0.206) | ($0.186) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $4.06 million, with financing activities providing $3.03 million in cash Cash Flow Summary (Nine Months Ended Dec 31, 2018 vs 2017) | Metric | 2018 (Unaudited) | 2017 (Unaudited) | | :--- | :--- | :--- | | Net cash used in operating activities | ($4,063,375) | ($3,236,926) | | Net cash provided by financing activities | $3,029,038 | $5,289,281 | | Net (decrease) increase in cash | ($1,034,337) | $2,052,355 | | Cash, end of period | $25,738 | $2,482,262 | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's emerging growth status, significant deficits, and reliance on a $25 million equity facility - The company is an emerging growth entity in early commercialization, with an **accumulated deficit of $33,216,935** and a **working capital deficit of $883,731**[27](index=27&type=chunk) - Management believes its funding sources, including a **committed equity purchase facility of up to $25 million**, are sufficient to support operations for at least one year[27](index=27&type=chunk) - The company adopted ASU 2017-11, which resulted in the **reclassification of derivative liabilities to equity**, reducing the derivative liability balance to zero[65](index=65&type=chunk)[68](index=68&type=chunk) - Subsequent to the quarter end, the company sold **$400,000 in non-convertible notes** and issued **324,500 common shares** under its equity financing facility[114](index=114&type=chunk)[115](index=115&type=chunk) [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202%20%E2%80%93%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the initial commercialization of its Bioflux device, operating results, and liquidity position [Company Overview](index=27&type=section&id=Company%20Overview) Biotricity focuses on remote patient monitoring, launching its Bioflux MCT technology and deploying 244 devices - The company is focused on biometric data monitoring solutions for diagnostic and post-diagnostic care, starting with the mobile cardiac telemetry (MCT) market[119](index=119&type=chunk) - Commercial sales of the Bioflux MCT technology began in April 2018, and by December 31, 2018, the company had placed **244 devices in the field**[120](index=120&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) The company generated $220,060 in gross revenue and incurred a net loss of $6.8 million in its first nine months Revenue Breakdown (Nine Months Ended Dec 31, 2018) | Revenue Type | Amount | | :--- | :--- | | Device Sales Revenues | $86,800 | | Software Technology Service Fees | $133,260 | | **Total Gross Revenues** | **$220,060** | - Recurring software service fee revenues **grew over 200% in Q3 2018** compared to the immediately preceding quarter[156](index=156&type=chunk) Operating Expenses Comparison (Nine Months Ended Dec 31) | Expense Category | 2018 | 2017 | | :--- | :--- | :--- | | General & Administrative | $6,015,942 | $3,825,602 | | Research & Development | $889,201 | $1,106,658 | | **Total Operating Expenses** | **$6,905,143** | **$4,932,260** | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company funds operations via a $25 million equity facility and believes it has sufficient liquidity for the next year - The company has an **accumulated deficit of $33,216,935** as of December 31, 2018, and has incurred recurring losses from operations[165](index=165&type=chunk) - A committed equity facility was established, allowing the company to raise up to **$25 million**, with **$3,039,480 in gross proceeds** raised during the nine months ended December 31, 2018[166](index=166&type=chunk) - Management estimates approximately **$4 million is required to grow the sales team** and believes existing cash and financing will be sufficient for the next twelve months[168](index=168&type=chunk)[169](index=169&type=chunk) [Item 3 – Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company qualifies as a smaller reporting company - Not required for a smaller reporting company[175](index=175&type=chunk) [Item 4 – Controls and Procedures](index=36&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - The Company's Chief Executive Officer and Chief Financial Officer concluded that **disclosure controls and procedures were effective** as of the end of the period[178](index=178&type=chunk) - **No changes in internal controls** over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[179](index=179&type=chunk) [Part II – Other Information](index=37&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Item 1 – Legal Proceedings](index=37&type=section&id=Item%201%20%E2%80%93%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[182](index=182&type=chunk) [Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[185](index=185&type=chunk) [Item 3 – Defaults Upon Senior Securities](index=37&type=section&id=Item%203%20%E2%80%93%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[187](index=187&type=chunk) [Item 4 – Mine Safety Disclosures](index=37&type=section&id=Item%204%20%E2%80%93%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[189](index=189&type=chunk) [Item 5 – Other Information](index=37&type=section&id=Item%205%20%E2%80%93%20Other%20Information) The company reported no other information - None[191](index=191&type=chunk) [Item 6 – Exhibits](index=37&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists exhibits filed with the report, including certifications and XBRL data files [Signatures](index=38&type=section&id=Signatures) The report was signed by the Chief Executive Officer and Chief Financial Officer on February 19, 2019 - The report was duly signed and authorized on **February 19, 2019**[194](index=194&type=chunk) - Signatories include **Waqaas Al-Siddiq (CEO)** and **John Ayanoglou (CFO)**[195](index=195&type=chunk)