UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

	For the quarterly period ended June 30, 2022

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

For the period from ______________ to_______________

Commission file number: 000-56074

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada

30-0983531

State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

(Address of principal executive offices)

(650) 832-1626

(Registrant’s Telephone Number, Including Area Code)

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).

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

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 ☒

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 50,431,245 shares of Common Stock, $0.001 par value, at August 12, 2022. 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 51,897,963 outstanding voting securities.

BIOTRICITY INC.

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	28
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	40
Item 4 – Controls and Procedures	40

Part II – Other Information

Item 1 – Legal Proceedings	41
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3 – Defaults Upon Senior Securities	41
Item 4 – Mine Safety Disclosures	41
Item 5 – Other Information	41
Item 6 – Exhibits	41
Signatures	42

PART 1

FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements

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

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2022 and 2021 (unaudited)	5

Condensed Consolidated Statements of Stockholders’ Deficiency for the three months ended June 30, 2022 and 2021 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2022 and 2021 (unaudited)	7

Notes to the Condensed Consolidated Financial Statements	8

BIOTRICITY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2022 (unaudited) AND MARCH 31, 2022 (audited)

(Expressed in US Dollars)

	As at June 30, 2022			As at March 31, 2022
	$			$
CURRENT ASSETS
Cash		7,207,974			12,066,929
Accounts receivable, net		1,826,920			2,006,678
Inventory		1,431,054			842,924
Deposits and other receivables		380,592			406,280
Total current assets		10,846,540			15,322,811

Deposits		85,000			85,000
Long-term accounts receivable		-			-
Property and equipment [Note 11]		25,970			27,459
Operating right-of-use lease asset [Note 10]		1,192,169			1,242,700
TOTAL ASSETS		12,149,679			16,677,970

CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]		2,701,077			2,595,747
Convertible promissory notes and short term loans [Note 5]		1,238,000			1,540,000
Derivative liabilities [Note 8]		419,332			520,747
Operating lease liability [Note 10]		219,033			210,320
Total current liabilities		4,577,442			4,866,814

Federally guaranteed loans [Note 7]		870,800			870,800
Term loan [Note 6]		11,662,742			11,612,672
Derivative liabilities [Note 8]		537,318			352,402
Operating lease liability [Note 10]		1,061,795			1,120,018
TOTAL LIABILITIES		18,710,097			18,822,706

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 authorized as at June 30, 2022 and March 31, 2022, respectively, 1 share issued and outstanding as at June 30, 2022 and March 31, 2022, respectively [Note 9]		1			1
Preferred stock, $0.001 par value, 20,000 authorized as at June 30, 2022 and March 31, 2022, respectively, 6,872 and 7,201 preferred shares issued and outstanding as at June 30, 2022 and as at March 31, 2022, respectively [Note 9]		7			7
Preferred stock		1			1
Common stock, $0.001 par value, 125,000,000 authorized as at June 30, 2022 and March 31, 2022, respectively. Issued and outstanding common shares: 50,219,034 and 49,810,322 as at June 30, 2022 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 and 1,466,718 outstanding as at June 30, 2022 and March 31, 2022, respectively [Note 9]		51,686			51,277
Shares to be issued 95,515 and 123,817 shares of common stock as at June 30, 2022 and March 31, 2022, respectively) [Note 9]		72,299			102,299
Additional paid-in-capital		91,912,772			91,507,478
Accumulated other comprehensive loss		(535,652	)		(768,656	)
Accumulated deficit		(98,061,531	)		(93,037,142	)
Total stockholders’ equity (deficiency)		(6,560,418	)		(2,144,736	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		12,149,679			16,677,970

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 31, 2022 AND 2021 (unaudited)

(Expressed in US Dollars)


	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021
	$			$

REVENUE		2,056,052			1,764,110

Cost of Revenue		830,923			594,029
GROSS PROFIT		1,225,129			1,170,081

EXPENSES
General and administrative expenses [Notes 8, 9 and 10]		4,881,003			3,583,600
Research and development expenses		821,176			588,997
TOTAL OPERATING EXPENSES		5,702,179			4,172,597

Other (income)/expense		-			(8,782	)
Loss upon convertible promissory notes conversion [Note 9]		50,908			28,215
Accretion and amortization expenses [Note 6]		50,070			2,335,167
Change in fair value of derivative liabilities [Note 8]		198,224			298,983
NET LOSS BEFORE INCOME TAXES		(4,776,252	)		(5,656,099	)

Income taxes		-			-
NET LOSS BEFORE DIVIDENDS		(4,776,252	)		(5,656,099	)

Less: Preferred Stock Dividends		248,137			241,264
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(5,024,389	)		(5,897,363	)

Translation adjustment		233,004			6,560

COMPREHENSIVE LOSS		(4,791,385	)		(5,890,803	)

LOSS PER SHARE, BASIC AND DILUTED		(0.098	)		(0.151	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

SEC Form 10-Q filed by Biotricity Inc.