Financial Data and Key Metrics Changes - Revenue increased from $346,000 in Q2 fiscal 2020 to $745,000 in Q2 fiscal 2021, representing a 115% year-over-year increase and a sequential 65% increase over Q1 fiscal 2021 [28] - Net loss for the quarter was $3.2 million, with operating expenses increasing approximately 21% year-over-year to $3.2 million [32][34] - R&D expenses were $402,000, a 43% increase over the previous quarter, consistent with ongoing product development [35] Business Line Data and Key Metrics Changes - The core business focuses on remote patient monitoring (RPM) with a technology platform for chronic care conditions, particularly in the cardiac space [7][10] - The Bioflux platform, launched in early 2019, allows real-time monitoring of high-risk patients, addressing the limitations of traditional passive recording devices [12][14] - The company has expanded its geographical coverage to 18 states and aims to double that by the end of 2021, with a 99% retention rate among cardiologists [15] Market Data and Key Metrics Changes - The total addressable market (TAM) for the company's products is projected to increase from $1 billion to $3 billion with the introduction of new products targeting low-risk patients [42][65] - The chronic care market is estimated to be a $50 billion market, highlighting the significant growth potential in cardiac management [74] Company Strategy and Development Direction - The company aims to expand its solution offerings to cover a broader spectrum of cardiac complexities and chronic conditions [39][45] - A strategic partnership with Verizon was announced to develop applications for first responders, indicating a diversification of the technology platform [16] - The focus is on enhancing the technology-as-a-service (TaaS) model to create recurring revenue streams and improve patient care [10][20] Management's Comments on Operating Environment and Future Outlook - Management believes that remote monitoring will continue to grow post-pandemic, as it has become a best practice in healthcare [26] - The company is confident in achieving triple-digit growth for fiscal 2021 and 2022 based on its recurring revenue model [36] - The management emphasizes the importance of growth over immediate profitability, aligning with market opportunities [88] Other Important Information - The company has successfully sourced $4.2 million in funding to support ongoing business needs, including expanding the sales force and R&D [36] - The recent FDA clearance of the Bioflux Software II System is expected to enhance operational efficiency and reduce analysis time [22][23] Q&A Session Summary Question: Can you explain the device and the choice of 4G/5G over Bluetooth? - The FDA requires real-time data transmission for cardiac monitoring, which necessitates a cellular connection to avoid risks associated with Bluetooth dependency [49][50] Question: Is the $1.2 million revenue tied solely to Bioflux? - All revenue recognized so far is Bioflux-oriented, with additional products and services expected to contribute in the next quarter [57] Question: What is the strategy for business development and competition? - The company plans to expand its sales force and believes that its unique telemedicine approach for chronic cardiac patients sets it apart from competitors [60][61] Question: When does the company expect to achieve profitability? - The focus remains on growth rather than immediate profitability, with a strong recurring revenue model supporting this strategy [87] Question: How do consumer devices like Apple Watch impact Biotricity? - Consumer devices serve as screening tools, leading patients to seek proper diagnostics through Bioflux, which is essential for treatment decisions [89]

Financial Performance - Total revenue for the three months ended September 30, 2020, was $744,585, a significant increase from $345,906 in the same period of 2019, representing a growth of 115.5%[13] - Net loss for the three months ended September 30, 2020, was $3,155,424, compared to a net loss of $2,008,114 for the same period in 2019, indicating an increase in losses of 57.2%[13] - The company reported a comprehensive loss of $3,229,964 for the three months ended September 30, 2020, compared to a comprehensive loss of $2,024,443 for the same period in 2019, an increase of 59.7%[13] - The company’s net revenue for the six months ended September 30, 2020, was $584,925, compared to $446,604 for the same period in 2019, reflecting an increase of 30.9%[13] - For the six months ended September 30, 2020, Biotricity Inc. reported a net loss before dividends of $6,119,386, compared to a net loss of $4,097,714 for the same period in 2019, reflecting an increase in losses of approximately 49.3%[21] - The Company incurred a net loss of $3.2 million during the three months ended September 30, 2020, equating to a loss of $0.085 per share[135] - The net loss attributable to common stockholders for the three and six months ended September 30, 2020 was $3.2 million and $6.5 million, compared to $2.0 million and $4.1 million in the prior year[143] Assets and Liabilities - Total current assets as of September 30, 2020, amounted to $1,827,741, up from $1,658,829 as of March 31, 2020, reflecting a growth of 10.2%[12] - Total liabilities increased to $9,480,683 as of September 30, 2020, compared to $5,004,809 as of March 31, 2020, marking a rise of 89.5%[12] - The total stockholders' deficiency as of September 30, 2020, was $(7,412,996), worsening from $(3,000,393) as of March 31, 2020[12] - The company has an accumulated deficit of $52,914,182 as of September 30, 2020, indicating ongoing financial challenges[27] - Biotricity's working capital deficiency stood at $5,276,690 as of September 30, 2020, highlighting liquidity concerns[27] Cash Flow and Financing - Cash used in operating activities for the six months ended September 30, 2020, was $4,529,273, which is a significant increase from $2,790,973 in the same period of 2019[21] - The total cash provided by financing activities for the six months ended September 30, 2020, was $4,178,788, compared to $2,804,140 in the same period of 2019, indicating improved financing efforts[21] - Biotricity raised $1,570,900 from federally guaranteed loans during the three months ended June 30, 2020, as part of its efforts to improve liquidity amid the COVID-19 pandemic[27] - The Company issued $3,302,000 in a new series of convertible promissory notes during the three months ended September 30, 2020, with a maturity of one year and an interest rate of 12% per annum[49] - The net proceeds from convertible note issuances to September 30, 2020, amounted to $2,905,760 after payment of the placement agent fee[49] - The Company raised $3,030,620 in promissory notes and short-term loans during the year ended March 31, 2020, and launched a private placement offering of convertible notes that raised net cash proceeds of $2.9 million as of September 30, 2020[148] Expenses - Total operating expenses for the three and six months ended September 30, 2020 were $3.2 million and $6.8 million, respectively, compared to $2.2 million and $4.5 million in the prior year[138] - General and administrative expenses increased to $2.8 million and $6.0 million for the three and six months ended September 30, 2020, with approximately $0.8 million and $1.0 million of these increases attributed to investments in the sales force and infrastructure[139] - Research and development expenses for the three months ended September 30, 2020, were $402,340, up from $218,525 in the same period of 2019, representing an increase of 83.8%[13] - Research and development expenses rose to $0.4 million and $0.8 million for the three and six months ended September 30, 2020, compared to $0.2 million and $0.4 million in the prior year, driven by new technology development and FDA clearance pursuits[140] Shareholder Information - The weighted average number of common shares outstanding for the three months ended September 30, 2020, was 37,172,815, compared to 35,659,133 for the same period in 2019, an increase of 4.2%[13] - As of September 30, 2020, the company had 33,647,809 shares of common stock issued and outstanding, an increase from 32,593,769 shares as of March 31, 2020[62] - The company issued 874,500 shares during the six months ended September 30, 2020, with a fair value of $1,343,816[72] - The Company recognized obligations to issue a total of 412,500 shares of common stock, with a fair value of $400,591[73] Business Development - The company has developed a healthcare business model focused on remote monitoring and preventative care, with ongoing research and development activities[23] - Management anticipates achieving profitable status through continued business development and additional equity or debt capitalization[27] - The Company launched its first commercial sales program in 2019 and a full market release in 2020, aiming to enhance market presence[27] - The Company expanded its sales efforts to 16 states, aiming for broader market competition in the U.S.[113] - The Company has received FDA clearance for its Bioflux Software II System, which reduces ECG analysis time from 5 minutes to 30 seconds, improving operational efficiency[114] - The Company is developing several ancillary technologies, including advanced ECG analysis software and the Biotres patch solution, with FDA applications anticipated within the next twelve months[114] - The Company has negotiated terms to license MD Matrix Inc.'s telemedicine platform, which will enhance remote patient monitoring capabilities[115] Market Impact - The Company experienced a 30% decrease in business activities in April 2020 due to the pandemic, but saw a recovery with pent-up demand in subsequent months[134] - The Company achieved 84.4% of the total revenues earned in the full fiscal year ended March 31, 2020 during the half-year ended September 30, 2020[134] - The gross margin for the three and six months ended September 30, 2020 was 43.6% and 48.9%, respectively[136]

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, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from ______________ to_______________ Commission file number: 000-56074 BIOTRICITY INC. (Exact name of registrant as specified in its charter) Nevada 30-0983531 State or othe ...

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].

Financial Performance - Revenue for the three months ended September 30, 2019, was $345,906, a significant increase of 308.5% compared to $84,760 for the same period in 2018 [13]. - Net revenue for the six months ended September 30, 2019, reached $672,906, up 564.5% from $102,420 in the prior year [13]. - The net loss for the three months ended September 30, 2019, was $2,008,114, slightly improved from a loss of $2,176,740 in the same quarter of 2018 [13]. - For the six months ended September 30, 2019, the net loss was $4,097,714 compared to a net loss of $4,597,257 for the same period in 2018, indicating a reduction in losses by approximately 10.9% [20]. - Operating expenses for the three months ended September 30, 2019, totaled $2,239,804, slightly higher than $2,214,382 for the same period in 2018 [140]. Assets and Liabilities - As of September 30, 2019, total current assets increased to $661,113 from $457,660 as of March 31, 2019, representing a 44.4% growth [10]. - Total current liabilities surged to $5,788,844 as of September 30, 2019, compared to $2,268,341 as of March 31, 2019, marking a 154.5% increase [11]. - Total liabilities and stockholders' deficiency amounted to $1,057,761 as of September 30, 2019, compared to $490,660 as of March 31, 2019 [11]. - The accumulated deficit as of September 30, 2019, was $39,137,210, increasing from $35,039,495 as of March 31, 2019 [11]. - Cash flows from operating activities resulted in a net cash used of $2,790,973 for the six months ended September 30, 2019, compared to $2,670,638 for the same period in 2018, showing an increase in cash outflow of approximately 4.5% [20]. Shareholder Equity and Financing - The company raised $2,775,575 from the issuance of convertible debentures in the six months ended September 30, 2019, which was not present in the previous year [20]. - The company raised $3,746,575 in funding from a private equity fund, which committed to purchase up to $25 million in additional shares [31]. - The company issued shares for services amounting to $394,161 in the six months ended September 30, 2019, down from $898,025 in the same period of 2018, reflecting a decrease of about 56.2% [20]. - The company has a written commitment for an additional $5 million in debt financing from a private debt fund [31]. - The company anticipates requiring approximately $4 million to grow its sales team and order devices, with an additional $7 million needed to accelerate commercialization efforts [148]. Research and Development - Research and development expenses for the six months ended September 30, 2019, totaled $432,021, down from $487,930 in the prior year [13]. - Research and development expenses for the three months ended September 30, 2019, were $218,525, compared to $187,859 for the same period in 2018, indicating a 16% increase [142]. - A research partnership with the University of Calgary is established to explore the predictive value of ECG readings, funded partly by the National Research Council of Canada [112]. - The company plans to continue investing in capital expenditures and research and development to support higher sales volume and infrastructure [136]. Commercialization and Market Strategy - The company is focused on developing technology for remote monitoring in preventative care, aiming to establish a viable healthcare business model with a clear commercialization pathway [23]. - The company launched its first commercial sales program during the year ended March 31, 2019, utilizing an experienced in-house sales team [31]. - The company deployed over 900 remote patient monitoring devices as of September 30, 2019, almost tripling its fleet from the previous fiscal year-end [135]. - The company plans to expand its sales efforts to 11 key states and aims for further market penetration using an insourcing business model [110]. - The company intends to apply for further FDA clearances for several ancillary technologies during 2019 [110]. Stock and Options - The weighted average number of common shares outstanding increased to 35,659,133 for the three months ended September 30, 2019, compared to 32,819,848 in the same period of 2018 [13]. - The total shares issued as of September 30, 2019, were 36,091,753, an increase from 35,361,656 shares as of March 31, 2019, representing an increase of about 2.1% [17]. - The company granted 1,437,500 stock options during the year ended March 31, 2019, with a weighted average remaining contractual life of 2.76 to 9.51 years [90]. - The company recorded stock-based compensation of $154,996 and $493,885 for the three and six months ended September 30, 2019, respectively [93]. - The company issued 651,677 and 682,512 shares as compensation during the three and six months ended September 30, 2019, with the fair value determined at the market price at issuance [75]. Other Financial Information - The company reported an accumulated other comprehensive loss of $793,878 as of September 30, 2019, compared to $(754,963) as of March 31, 2019, reflecting a deterioration in comprehensive income [17]. - The company did not use any net cash in investing activities for the three-month periods ended September 30, 2019, or 2018 [153]. - There were no changes in the company's internal controls over financial reporting that materially affected its financial reporting during the three-month period ended September 30, 2019 [160].

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)