0001493152-23-022974.txt : 20230629 0001493152-23-022974.hdr.sgml : 20230629 20230629172939 ACCESSION NUMBER: 0001493152-23-022974 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 78 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230629 DATE AS OF CHANGE: 20230629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOTRICITY INC. CENTRAL INDEX KEY: 0001630113 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 472548273 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40761 FILM NUMBER: 231058630 BUSINESS ADDRESS: STREET 1: 203 REDWOOD PARKWAY STREET 2: SUITE 600 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: (650) 832-1626 MAIL ADDRESS: STREET 1: 203 REDWOOD PARKWAY STREET 2: SUITE 600 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: METASOLUTIONS, INC. DATE OF NAME CHANGE: 20150107 10-K 1 form10-k.htm
0001630113 false FY 0001630113 2022-04-01 2023-03-31 0001630113 2022-09-30 0001630113 2023-06-29 0001630113 2023-03-31 0001630113 2022-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2023-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2022-03-31 0001630113 us-gaap:PreferredStockMember 2023-03-31 0001630113 us-gaap:PreferredStockMember 2022-03-31 0001630113 2021-04-01 2022-03-31 0001630113 us-gaap:CommonStockMember 2022-03-31 0001630113 BTCY:SharesToBeIssuedMember 2022-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-03-31 0001630113 us-gaap:RetainedEarningsMember 2022-03-31 0001630113 us-gaap:PreferredStockMember 2022-04-01 2023-03-31 0001630113 us-gaap:CommonStockMember 2022-04-01 2023-03-31 0001630113 BTCY:SharesToBeIssuedMember 2022-04-01 2023-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2023-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-04-01 2023-03-31 0001630113 us-gaap:RetainedEarningsMember 2022-04-01 2023-03-31 0001630113 us-gaap:CommonStockMember 2023-03-31 0001630113 BTCY:SharesToBeIssuedMember 2023-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-03-31 0001630113 us-gaap:RetainedEarningsMember 2023-03-31 0001630113 us-gaap:PreferredStockMember 2021-03-31 0001630113 us-gaap:CommonStockMember 2021-03-31 0001630113 BTCY:SharesToBeIssuedMember 2021-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-31 0001630113 us-gaap:RetainedEarningsMember 2021-03-31 0001630113 2021-03-31 0001630113 us-gaap:PreferredStockMember 2021-04-01 2022-03-31 0001630113 us-gaap:CommonStockMember 2021-04-01 2022-03-31 0001630113 BTCY:SharesToBeIssuedMember 2021-04-01 2022-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2022-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-04-01 2022-03-31 0001630113 us-gaap:RetainedEarningsMember 2021-04-01 2022-03-31 0001630113 2020-04-01 2021-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2021-04-01 2021-06-30 0001630113 2021-04-01 2021-09-30 0001630113 2021-04-01 2021-12-31 0001630113 BTCY:TechnologyFeesMember 2022-04-01 2023-03-31 0001630113 BTCY:TechnologyFeesMember 2021-04-01 2022-03-31 0001630113 BTCY:DeviceSalesMember 2022-04-01 2023-03-31 0001630113 BTCY:DeviceSalesMember 2021-04-01 2022-03-31 0001630113 BTCY:ServiceRelatedAndOtherRevenueMember 2022-04-01 2023-03-31 0001630113 BTCY:ServiceRelatedAndOtherRevenueMember 2021-04-01 2022-03-31 0001630113 us-gaap:FairValueInputsLevel1Member 2023-03-31 0001630113 us-gaap:FairValueInputsLevel2Member 2023-03-31 0001630113 us-gaap:FairValueInputsLevel3Member 2023-03-31 0001630113 us-gaap:FairValueInputsLevel1Member 2022-03-31 0001630113 us-gaap:FairValueInputsLevel2Member 2022-03-31 0001630113 us-gaap:FairValueInputsLevel3Member 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2023-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2023-03-31 0001630113 BTCY:TwoSeriesANotesMember 2020-04-01 2021-03-31 0001630113 BTCY:TwoSeriesANotesMember 2021-03-31 0001630113 BTCY:SeriesANotesOneMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesANotesTwoMember 2021-03-31 0001630113 BTCY:SeriesANotesTwoMember 2020-04-01 2021-03-31 0001630113 BTCY:TwoSeriesANotesMember us-gaap:WarrantMember 2020-04-01 2021-03-31 0001630113 BTCY:PlacementAgentMember BTCY:SeriesANotesOneMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesANotesMember 2020-04-01 2021-03-31 0001630113 BTCY:PlacementAgentMember us-gaap:WarrantMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesANotesMember 2022-03-31 0001630113 BTCY:SeriesANoteMember 2022-12-30 0001630113 BTCY:NewConvertibleNoteMember 2022-12-30 2022-12-30 0001630113 BTCY:NewConvertibleNoteMember 2022-12-30 0001630113 BTCY:SeriesANotesMember 2023-03-31 0001630113 BTCY:SeriesANoteMember 2023-03-31 0001630113 BTCY:SeriesBNotesMember BTCY:AccreditedInvestorsMember 2021-03-31 0001630113 BTCY:ConversionNoticeMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesBNotesMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesBNotesMember us-gaap:WarrantMember 2021-03-31 0001630113 BTCY:SeriesBNotesMember BTCY:WarrantOneMember 2021-03-31 0001630113 BTCY:SeriesBNotesMember BTCY:WarrantTwoMember 2021-03-31 0001630113 BTCY:SeriesBNotesMember 2022-03-31 0001630113 BTCY:SeriesBNotesMember 2021-04-01 2022-03-31 0001630113 BTCY:SeriesBNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:SeriesBNotesMember 2022-04-01 2022-12-31 0001630113 BTCY:SeriesBNotesMember 2023-03-31 0001630113 us-gaap:SeriesBPreferredStockMember 2023-03-31 0001630113 BTCY:SeriesCNotesMember 2023-01-01 2023-03-31 0001630113 BTCY:SeriesCNotesMember 2023-03-31 0001630113 BTCY:SeriesCNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:SeriesCNotesMember us-gaap:WarrantMember 2022-04-01 2023-03-31 0001630113 BTCY:PlacementAgentMember BTCY:SeriesCNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:PlacementAgentMember us-gaap:WarrantMember BTCY:SeriesCNotesMember 2022-04-01 2023-03-31 0001630113 us-gaap:SeriesCPreferredStockMember 2023-03-31 0001630113 BTCY:OtherConvertibleNotesPayableMember 2023-01-23 0001630113 BTCY:OtherConvertibleNotesPayableMember 2023-01-23 2023-01-23 0001630113 us-gaap:NotesPayableOtherPayablesMember 2023-03-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2023-03-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember BTCY:RepayWithInThirtyDaysMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember BTCY:RepayWithInSixtyDaysMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInNinetyDaysMember BTCY:CollateralizedMerchantFinanceCompanyMember BTCY:ShortTermBridgeLoanAgreementMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember BTCY:FirstFourWeeksMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:RepayWithInThirtyDaysMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInSixtyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInNinetyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInOneTwentyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInOneFiftyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:PromissoryNoteAgreementMember BTCY:IndividualInvestorMember 2022-12-31 0001630113 BTCY:PromissoryNoteAgreementMember BTCY:IndividualInvestorMember 2022-12-01 2022-12-31 0001630113 BTCY:PromissoryNoteAgreementMember BTCY:IndividualInvestorMember 2023-03-31 0001630113 BTCY:SeriesAConvertibleNoteHoldersMember 2022-12-30 0001630113 BTCY:NewPromissoryNoteMember 2022-12-30 0001630113 BTCY:NewPromissoryNoteMember 2022-12-30 2022-12-30 0001630113 BTCY:NewPromissoryNoteMember 2023-03-31 0001630113 us-gaap:OtherExpenseMember 2022-12-30 2022-12-30 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember BTCY:FirstFourWeeksMember 2023-03-29 2023-03-29 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember BTCY:RemainingThirtySixWeeksMember 2023-03-29 2023-03-29 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-31 0001630113 BTCY:RepayWithThirtyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RepayWithSixtyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RepayWithNinetyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RepayWithOneTwentyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 2021-12-21 0001630113 2021-12-19 2021-12-21 0001630113 us-gaap:CashMember 2021-12-21 0001630113 BTCY:TermLoanMember 2022-04-01 2023-03-31 0001630113 BTCY:TermLoanMember 2021-04-01 2022-03-31 0001630113 2022-11-30 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2020-04-01 2020-04-30 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2020-04-30 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2021-05-01 2021-05-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2023-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2022-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2022-04-01 2023-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2021-04-01 2022-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2019-12-19 0001630113 us-gaap:SeriesAPreferredStockMember 2020-01-09 0001630113 us-gaap:SeriesAPreferredStockMember 2019-12-18 2019-12-19 0001630113 us-gaap:SeriesAPreferredStockMember 2020-01-08 2020-01-09 0001630113 BTCY:PromissoryNotesMember 2019-10-01 2019-10-31 0001630113 us-gaap:SeriesAPreferredStockMember 2020-05-22 0001630113 us-gaap:SeriesAPreferredStockMember 2020-05-20 2020-05-22 0001630113 us-gaap:SeriesAPreferredStockMember 2021-07-01 2021-09-30 0001630113 us-gaap:PreferredStockMember 2021-10-01 2021-12-31 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2021-10-01 2021-12-31 0001630113 us-gaap:CommonStockMember 2021-12-31 0001630113 us-gaap:PreferredStockMember 2021-12-31 0001630113 us-gaap:CommonStockMember 2021-10-01 2021-12-31 0001630113 us-gaap:PreferredStockMember 2022-04-01 2022-06-30 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2022-04-01 2022-06-30 0001630113 us-gaap:PreferredStockMember 2022-07-01 2022-09-30 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2022-07-01 2022-09-30 0001630113 us-gaap:PreferredStockMember 2022-10-01 2022-12-31 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2022-10-01 2022-12-31 0001630113 us-gaap:ConvertibleDebtMember 2022-04-01 2023-03-31 0001630113 us-gaap:ConvertibleDebtMember 2022-03-31 0001630113 us-gaap:ConvertibleDebtMember 2021-03-31 0001630113 us-gaap:ConvertibleDebtMember 2021-04-01 2022-03-31 0001630113 us-gaap:ConvertibleDebtMember 2023-03-31 0001630113 us-gaap:MeasurementInputExpectedDividendRateMember 2023-03-31 0001630113 us-gaap:MeasurementInputExpectedDividendRateMember 2022-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MinimumMember 2023-03-31 0001630113 srt:MaximumMember 2023-03-31 0001630113 srt:MinimumMember 2022-03-31 0001630113 srt:MaximumMember 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2022-03-31 0001630113 BTCY:ShareholdersMember BTCY:ExchangeAgreementMember 2022-04-01 2023-03-31 0001630113 BTCY:ShareholdersMember BTCY:ExchangeAgreementMember 2021-04-01 2022-03-31 0001630113 BTCY:ShareholdersMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:ExchangecoMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:OptionsMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 us-gaap:WarrantMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:AdvisorWarrantMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:ElevenPercentageSecuredConvertiblePromissoryNotesMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 us-gaap:SeriesAPreferredStockMember 2022-04-01 2023-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2021-04-01 2022-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-03-31 0001630113 us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:CashlessWarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:UplistingPublicStockOfferingMember 2021-04-01 2022-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2021-04-01 2022-03-31 0001630113 BTCY:InvestorsMember 2021-04-01 2022-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-04-01 2022-06-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-06-30 0001630113 BTCY:IssuanceOfCommonSharesMember 2022-04-01 2022-06-30 0001630113 us-gaap:WarrantMember 2022-04-01 2022-06-30 0001630113 BTCY:IssuanceOfCommonSharesMember srt:MinimumMember 2022-04-01 2022-06-30 0001630113 2022-04-01 2022-06-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-07-01 2022-09-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-09-30 0001630113 2022-07-01 2022-09-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-10-01 2022-12-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-12-31 0001630113 2022-10-01 2022-12-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2023-01-01 2023-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2023-03-31 0001630113 us-gaap:WarrantMember 2022-03-31 0001630113 us-gaap:WarrantMember BTCY:AdvisorAndConsultantMember 2021-04-01 2022-03-31 0001630113 BTCY:AdvisorAndConsultantMember 2021-04-01 2022-03-31 0001630113 srt:ExecutiveOfficerMember us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2021-04-01 2022-03-31 0001630113 BTCY:LendersMember us-gaap:WarrantMember 2022-03-31 0001630113 us-gaap:WarrantMember BTCY:LendersMember 2021-04-01 2022-03-31 0001630113 BTCY:UnderwriterMember us-gaap:WarrantMember 2022-03-31 0001630113 us-gaap:WarrantMember BTCY:UnderwriterMember 2021-04-01 2022-03-31 0001630113 BTCY:ExecutiveMember us-gaap:WarrantMember 2022-04-01 2022-06-30 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-06-30 0001630113 BTCY:ExecutiveMember us-gaap:WarrantMember 2022-07-01 2022-09-30 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-09-30 0001630113 us-gaap:WarrantMember BTCY:ExecutiveMember 2022-10-01 2022-12-31 0001630113 us-gaap:GeneralAndAdministrativeExpenseMember 2022-12-31 0001630113 us-gaap:WarrantMember 2022-04-01 2022-12-31 0001630113 us-gaap:WarrantMember 2022-12-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2016-02-02 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2022-04-01 2023-03-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2021-04-01 2022-03-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2023-03-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2022-03-31 0001630113 srt:ChiefExecutiveOfficerMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember us-gaap:UnitDistributionMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionOneMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionTwoMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember us-gaap:UnitDistributionMember 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionOneMember 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionTwoMember 2023-03-12 0001630113 BTCY:TwoThousandAndTwentyThreeEquityIncentivePlanMember 2023-03-31 0001630113 BTCY:BrokerWarrantsMember 2021-03-31 0001630113 BTCY:ConsultantWarrantsMember 2021-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2021-03-31 0001630113 BTCY:BrokerWarrantsMember 2021-04-01 2022-03-31 0001630113 BTCY:ConsultantWarrantsMember 2021-04-01 2022-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2021-04-01 2022-03-31 0001630113 BTCY:BrokerWarrantsMember 2022-03-31 0001630113 BTCY:ConsultantWarrantsMember 2022-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2022-03-31 0001630113 BTCY:BrokerWarrantsMember 2022-04-01 2023-03-31 0001630113 BTCY:ConsultantWarrantsMember 2022-04-01 2023-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:BrokerWarrantsMember 2023-03-31 0001630113 BTCY:ConsultantWarrantsMember 2023-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2023-03-31 0001630113 BTCY:BrokerWarrantsMember srt:MinimumMember 2023-03-31 0001630113 BTCY:BrokerWarrantsMember srt:MaximumMember 2023-03-31 0001630113 BTCY:ConsultantWarrantsMember srt:MinimumMember 2023-03-31 0001630113 BTCY:ConsultantWarrantsMember srt:MaximumMember 2023-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNoteMember srt:MinimumMember 2023-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNoteMember srt:MaximumMember 2023-03-31 0001630113 us-gaap:StockOptionMember 2022-03-31 0001630113 us-gaap:StockOptionMember 2022-04-01 2023-03-31 0001630113 us-gaap:StockOptionMember 2023-03-31 0001630113 srt:MinimumMember 2022-04-01 2023-03-31 0001630113 srt:MaximumMember 2022-04-01 2023-03-31 0001630113 srt:MinimumMember 2021-04-01 2022-03-31 0001630113 srt:MaximumMember 2021-04-01 2022-03-31 0001630113 BTCY:NewLeaseAgreementMember 2021-12-31 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-04-01 2023-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2022-03-31 0001630113 us-gaap:FurnitureAndFixturesMember 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2021-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2021-03-31 0001630113 us-gaap:OfficeEquipmentMember 2021-04-01 2022-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2021-04-01 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2022-04-01 2023-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2022-04-01 2023-03-31 0001630113 us-gaap:SubsequentEventMember 2023-06-29 0001630113 us-gaap:SubsequentEventMember 2023-04-01 2023-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended: March 31, 2023

 

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

 

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)

 

275 Shoreline Drive, Suite 150
Redwood City, CA 94065
(Address of principal executive offices, including zip code)

 

(650) 832-1626
(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Title of Class   Trading Symbol (s)   Name of each exchange on which registered
Common Stock, Par Value $0.001   BTCY   Nasdaq Capital Market

 

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

 

Title of Each Class   Name of Each Exchange On Which Registered
N/A   N/A

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

 

Indicate by check mark 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 past90 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes No

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $32,625,882.

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of June 29, 2023, was 51,047,865 (not including 1,466,718 Exchangeable Shares, directly exchangeable into an equivalent number of shares of common stock).

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 
 

 

BIOTRICITY INC.

Form 10-K

For the Fiscal Year Ended March 31, 2023

 

TABLE OF CONTENTS

 

PART I 3
ITEM 1. BUSINESS 3
ITEM 1A. RISK FACTORS 17
ITEM 1B. UNRESOLVED STAFF COMMENTS 33
ITEM 2. PROPERTIES 33
ITEM 3. LEGAL PROCEEDINGS 33
ITEM 4. MINE SAFETY DISCLOSURES. 33
   
PART II 34
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 34
ITEM 6. SELECTED FINANCIAL DATA 36
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS [UPDATE] 36
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 51
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 51
ITEM 9A. CONTROLS AND PROCEDURES 51
ITEM 9B. OTHER INFORMATION 52
   
PART III 53
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 53
ITEM 11. EXECUTIVE COMPENSATION 55
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 59
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 60
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 61
   
PART IV 61
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 61
   
SIGNATURES 63

 

2

 

 

PART I

 

ITEM 1. BUSINESS

 

Summary

 

Biotricity Inc. (the “Company”, “Biotricity”, “we”, “us”, “our”) is a leading-edge medical technology company focused on biometric data monitoring and diagnostic solutions. We deliver innovative, remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within existing business models where reimbursement is established. We believe this approach reduces the risk associated with traditional medical device development and accelerates the path to revenue. In post-diagnostic markets, we intend to apply medical grade biometrics to enable consumers to self-manage, thereby driving patient compliance and reducing healthcare costs. Our initial focus was on the diagnostic mobile cardiac outpatient monitoring (COM) market. Since then, we have expanded our ecosystem of cardiac technologies to include all accepted forms of cardiac diagnostic studies.

 

We developed and received FDA clearance on our Bioflux® (“Bioflux”) technology, comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, in order to establish and develop sales processes and assess market dynamics. The fiscal year ended March 30, 2020 marked the Company’s first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, the Company announced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance its ecosystem, in 2022, the Company announced the launch of its Biotres Cardiac Monitoring Device (“Biotres”), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 31 states, with intention to expand further and compete in the broader US market using an insourcing business model. Our technology has a large potential total addressable market, which includes hospitals, clinics and physicians’ offices, as well as other Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our solution’s insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for the Company, and enabling a more efficient market penetration and distribution strategy. The Company offers an established ecosystem of state-of-the-art technologies intended to monitor and diagnose cardiac arrhythmias and support cardiac disease management; its technology provides enhanced patient outcomes, with improved patient compliance, and a corresponding reduction of healthcare costs.

 

Our principal executive office is located at 203 Redwood Shores Pkwy Suite 600, Redwood City, California, and our telephone number is (800) 590-4155. Our website address is www.biotricity.com. The information on our website is not part of this Annual Report on Form 10-K.

 

History

 

Our company was incorporated on August 29, 2012 in the State of Nevada.

 

iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the Canada Business Corporations Act. On February 2, 2016, we completed the acquisition of iMedical and moved the operations of iMedical into Biotricity Inc. through a reverse take-over (the “Acquisition Transaction”).

 

Description of Business

 

Company Overview

 

Biotricity Inc. (“Company”, “Biotricity”, “we”, “us” or “our”)

 

Biotricity Inc. (the “Company”, “Biotricity”, “we”, “us”, “our”) is a medical technology company focused on biometric data monitoring and diagnostic solutions. Our aim is to deliver remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within existing business models where reimbursement is established. To do this, we do the heavy lifting involved with developing proprietary technology that meets the regulatory standards of the U.S. Food and Drug Administration (“FDA”), to allow medical professionals to utilize our technology and gain reimbursement for their services through Medicare, Medicaid and private health insurers. In post-diagnostic markets, we apply medical grade biometrics to enable physicians to manage their patients and consumers to self-manage.

  

3

 

 

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

 

History and Recent Highlights

 

We developed our FDA-cleared Bioflux® (“Bioflux”) technology, comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, to assess, establish and develop sales processes and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. To commence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive sales force, with deep experience in cardiac technology sales; we expanded on our limited market release, which identified potential anchor clients who could be early adopters of our technology. By increasing our sales force and geographic footprint, we have grown continuously since launching have had sales in 31 U.S. states by December 31, 2022.

 

Following Bioflux, the Company developed several breakthrough technologies in 2021, including:

 

  Biotres, a unique ECG Holter solution that addresses the limitations of existing solutions in the Holter market, with built-in connectivity, ability to recharge, and 3 channels (instead of 1).
  Bioheart, a unique personal cardiac monitoring solution for consumers that addresses the limitations of existing solutions, designed with built-in connectivity, ability to recharge, and 3 channels
  Biocare, a unique cardiac disease management platform for chronic care management (CCM) and remote patient monitoring (RPM) to help physicians holistically manage their patients

 

On January 24, 2022 the Company announced that it has received the 510(k) FDA clearance of its Biotres patch solution, which is a novel product in the field of Holter monitoring. This three-lead technology can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical of competing one-lead holter patch solutions. It is also a platform technology, with other developments and features that are currently unavailable in the marketplace with other clinical and consumer patch solutions.

 

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

 

  advanced ECG analysis software that can analyze and synthesize patient ECG monitoring data to identify the most important information for clinical intervention, while reducing the amount of human intervention necessary in the process;
     
  the Bioflux® 2.0, which is the next generation of our award winning Bioflux®

 

During 2021 and the early part of 2022, the Company also commercially launched its Bioheart technology, which is a cutting-edge consumer technology whose development was based on the Company’s clinical technologies and leverages its clinical ecosystem, the Biosphere. In recognition of this market advancement and how innovative the product is, in November 2022, Bioheart received recognition as one of Time Magazine’s Best Inventions of 2022.

 

4

 

 

In October 2022, the Company launched its Biocare Cardiac Disease Management Solution, after successfully piloting this technology in two facilities that provide cardiac care to over 60,000 patients. This technology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow the Company to use its strong cardiac footprint to expand into remote chronic care management solutions that are complementary and additive to its existing solutions. The technology puts actionable data into the hands of physicians to assist them in better managing their patients and making effective treatment decisions quickly.

 

Additionally, in September 2022, the Company was awarded a NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring, and predictive analytics for stroke due to chronic kidney failure. This is a significant achievement that broadens our technology platform’s disease space demographic. The grant is focused on the expansion of Bioflux-AI for monitoring and prediction of stroke episodes in chronic kidney disease patients. The Company received $238,703 under this award in March 2023, used to defray research, development and other associated costs.

 

During the twelve months ended March 31, 2023, the Company continued to develop a telemedicine platform, with capabilities of real-time streaming of medical devices. The COVID-19 pandemic has highlighted the importance of telemedicine and remote patient monitoring technologies. Telemedicine offers patients the ability to communicate directly with their health care providers without the need to leave their home. The introduction of a telemedicine solution is intended to align with the Company’s Bioflux product and facilitate remote visits and remote prescriptions for cardiac diagnostics. It will also serve as a means of establishing referral and other synergies across the network of doctors and patients that use the technologies we are building within the Biotricity ecosystem. The intention is to continue to provide improved care to patients that may otherwise elect not to go to medical facilities while providing economic benefits and costs savings to healthcare service providers and payers. The Company’s goal is to position itself as an all-in-one cardiac diagnostic and disease management solution. The Company continues to grow its data set of billions of patient heartbeats, allowing it to further develop its predictive capabilities relative to cardiac conditions.

 

The Company identified the importance of recent developments in accelerating its path to profitability, including the launch of important new products identified, which have a ready market through cross-selling to existing large customer clinics, and large new distribution partnerships that allow the Company to sell into hospital networks.

 

Market Overview

 

Chronic diseases are the number one burden on the healthcare system, driving up costs year over year. Lifestyle related illnesses such as obesity and hypertension are the top contributing factors of chronic conditions including diabetes and heart disease. Government and healthcare organizations are focused on driving costs down by shifting to evidence-based healthcare where individuals, especially those suffering from chronic illnesses, engage in self-management. This has led to growth in the connected health market, which is projected to reach $150 billion by 2024 at a compound annual growth rate (CAGR) of 25%1. Remote patient monitoring (RPM), one of the key areas of focus for self-management and evidence-based practice, is projected to reach $96.67 billion by 2030 at a CAGR of 17.6%2. Today, 20% of large healthcare facilities in the US are already using remote monitoring with a projected 30 million US patients utilizing remote monitoring by 20243.

 

The number one cost to the healthcare system is cardiovascular disease, estimated to be responsible for 1 in every 6 healthcare dollars spent in the US4. Since cardiovascular disease is the number one cause of death worldwide, early detection, diagnosis, and management of chronic cardiac conditions are necessary to relieve the increasing burden on the healthcare infrastructure. Diagnostic tests such as ECGs are used to detect, diagnose and track certain types of cardiovascular conditions. We believe that the rise of lifestyle related illnesses associated with heart disease has created a need to develop cost-effective diagnostic solutions to fill a hole in the current ECG market. These solutions will not only deliver faster and earlier diagnoses but also build the foundation for disease management, supporting the transition from diagnosis to disease management.

 

The global ECG market is growing at a CAGR of 8.3%5. The factors driving this market include an aging population, an increase in chronic diseases related to lifestyle choices, improved technology in diagnostic ECG devices, and high growth rates of ECG device sales. As of 2022, the United States accounted for approximately 25% of the global ECG market and is comprised of three major segments: resting (non-stress) ECG systems, stress ECG systems, and holter monitoring systems.

 

In the US, COM tests are primarily conducted through outsourced IDTFs that are reimbursed at an estimated average rate of approximately $850 per diagnostic test, based on pricing information provided by the Centers for Medicare & Medicaid Services, a part of the U.S. Department of Health and Human Services, and weighted towards the largest markets of New York, California, Texas and Florida. Reimbursement rates can be lower in smaller markets, although the national average is $801. Further, we believe private insurers provide for similar or better reimbursement rates.

 

 

1 https://market.us/report/connected-healthcare-market/

2 https://www.researchandmarkets.com/reports/5264375/global-remote-patient-monitoring-market-by

3 https://blog.prevounce.com/27-remote-patient-monitoring-statistics-every-practice-should-know

4 https://www.alliedmarketresearch.com/electrocardiograph-ECG-market

5 https://www.alliedmarketresearch.com/electrocardiograph-ECG-market

 

5

 

 

Our initial device offerings intended to revolutionize the COM and Holter markets by providing convenient, cost-effective, integrated solutions, inclusive of both software and hardware for physician providers and their patients. Biotricity, however, has a broader strategic vision to offer an ecosystem of technologies that engage the patient-user and their medical practitioner(s) in sustained monitoring, diagnosis, communication and pro-active treatment and management of chronic care conditions. Our core solution is designed as a platform to encompass multiple segments of the remote monitoring market, and its future growth.

 

Market Opportunity

 

Cardiac Diagnostics

 

ECGs are a key diagnostic test utilized in the diagnosis of cardiovascular disease, the number one cause of death worldwide. The global ECG market is growing at a CAGR of 8.3%6, and, assuming the U.S. continues to hold approximately 25% of the global market (based on 2022 statistics), approximately $1.8 billion would be attributed to the US ECG market1,2. In the US in 2016, statistics show that there were 121.5 million adults living with cardiovascular disease, whereas 28.2 million adults had been diagnosed with the disease. The increasing market size is attributed to an aging population and an influx in chronic diseases related to lifestyle choices.

 

The US ECG market is divided into three major product segments:

 

  1. Event monitoring systems;
     
  2. Stress ECG systems; and
     
  3. Resting (non-stress) ECG systems.

 

Event monitoring systems are projected to grow the fastest due to a shift from in-hospital/clinic monitoring to outpatient monitoring. This shift is expected to help reduce health care costs by limiting the number of overnight hospital stays for patient monitoring. We believe that physicians prefer event monitoring systems over resting and stress ECG systems because they provide better insight to the patient’s condition for diagnostic purposes.

 

The event monitoring market is divided into the Holter/Extended Holter, Event Loop and Mobile Cardiac Outpatient Monitoring (COM) product segments, of which Holter, and its variant Extended Holter, and Event Loop are the current market leaders. Among event monitoring systems, we believe that the preferred choice of physicians and cardiologists is COM, because of its ability to continuously analyze patient data and transmit, thereby speeding up diagnoses. COM devices have built-in arrhythmia analysis and regular communication , which allow physicians to prescribe the device for a longer period of time; thereby enabling prolonged data collection and delivering a more complete picture for diagnosis.

 

Typical Holter/Extended Holter and Event Loop solutions lack the ability to alert the patient or provider in case of an anomaly. Holters are typically used as a short-term solution, up to 3 days, whereas Event Loop is used for up to 30 days. Extended Holter, the long-term variant of Holter can be used for up to 21 days. It is the most recent of the cardiac monitoring options and was created for longer term holter recordings. Since Event Loop is also long term, reimbursement for Extended Holter and Event Loop are converging. Reimbursement for these is much lower compared to COM due to the nature of the solution, recording vs monitoring. With Holter and Event Loop monitoring, ECG data is not uploaded or transmitted regularly. Comparatively, if the patient were monitored through a COM device with regular ECG data transfer and cellular connectivity, then in the event of cardiac anomalies, the monitoring center could send communication to the patient’s physician.

 

 

6 https://www.alliedmarketresearch.com/electrocardiograph-ECG-market

 

6

 

 

Since COM requires an FDA-cleared device (meaning for our purposes that it can be used to review medical ECG data from ECG devices), FDA-cleared ECG reporting software, and remote monitoring capabilities, regulatory and development hurdles have resulted in relatively few companies being able to successfully develop an all-encompassing solution. We believe that there are currently only 5 COM solutions within the market. Some of these solutions are sold to the market through solutions providers that have not developed and do not manufacture their own device.

 

Of the COM systems currently available in the market, most are IDTFs who employ an outsourcing business model, focused on providing clinical services for which they can earn reimbursement; this means that they would typically not sell their devices to physicians, but offer their clinical services. Some COM providers choose to sell their solution by charging high prices for devices and upfront software costs, as well as a per cardiac study monitoring fee. Among these are solutions that are not scalable; some lack monitoring software, requiring a customer to acquire third party software and incur integration expenses. These would require an investment by the physician, to incur upfront costs that would take time to recoup before profits are realized.

 

The limited number of competitors makes this an attractive market for new entrants. However, entry into the market requires a hardware device coupled with complex algorithms, ECG software and access to a monitoring center. Two of the five COM players have done so by building their own monitoring infrastructure, developing their own ECG software and utilizing TZ Medical’s COM device. However, this is capital intensive and we believe cost prohibitive for most hospitals and clinics. These barriers are in our opinion among the key reasons as to why Holter and Event Loop have maintained a significant portion of the US event monitoring market despite the increase in patient safety and improved outcomes with COM.

 

The Bioflux solution and business model attempts to address these complications with its complete, turn-key solution for providers to deliver cardiac diagnostics directly. Technologically, the Bioflux solution is superior as a one-piece solution as opposed to a two-piece and collects 3 channels of ECG compared with 2, resulting in better data and higher quality diagnoses. Combined with our insourced business model, providers can deliver better and faster care while also billing. This combination has lead to our continued growth and high customer retention rates.

 

7

 

 

Chronic Care and Remote Patient Monitoring

 

Chronic diseases are the number one healthcare expense and are continuing to grow as the population ages. Lifestyle related illnesses such as obesity, hypertension, cardiovascular diseases, and diabetes are the top contributing factors of chronic conditions. Government and healthcare organizations are focused on driving costs down by shifting to holistic management where individuals, especially those suffering from chronic illnesses, are supported outside of the clinic. This has led to growth in chronic care management market, which is projected to reach $8.7 billion in the US by 2027 at a compound annual growth rate (CAGR) of 18%7.

 

Remote patient monitoring (RPM), one of the key areas of focus for disease-management and evidence-based practice, is projected to reach $96.67 billion by 2030 at a CAGR of 17.6%8. Today, 20% of large healthcare facilities in the US are already using remote monitoring with a projected 30 million US patients utilizing remote monitoring by 20249.

 

Similar to chronic care and RPM, lifestyle management is seeing increasing growth where stable patients are becoming more and more engaged in lifestyle management. The global wearable lifestyle market has already reached $61.3 billion with an expected CAGR of 14.6%10. The US portion of the wearable lifestyle market is $15.3 billion.

 

The primary driver of each of these markets are individuals diagnosed with or at risk-for chronic conditions. Cardiac diseases are the number one expense and the number one killer, making up the bulk of the individuals utilizing such solutions. Despite this, existing solutions are not tailored for cardiac patients but for diabetes, obesity, and hypertension as these conditions are supported by medical or personal devices that can track biometrics that support management. Up until now, there has been no solution available to support cardiac patients as technology was limited to manual short term heart rhythm collection or heart rate monitors.

 

Biotricity changed this with the creation of Bioheart and Biocare, which delivers the first cardiac tailored solution for disease management. The engine of this solution is the Bioheart, the first-of-its-kind continuous heart rhythm monitor that autonomously and continuously collect heart rhythm data with no limitation on duration, a necessity for cardiac issues. Just as diabetic patients have continuous glucose monitoring, individuals with cardiac issues now have continuous heart monitoring.

 

Combining our technological innovation with our business model delivers a solution that is not only industry leading technologically and clinically, but one that also supports providers to deliver better care while creating a new revenue stream. We believe this leap in innovation will help us compete with the more generic solutions as well as those limited by shorter duration data collection. The leap in innovation created by Bioheart was also recognized by Time Magazine, where they named Bioheart one of the Best Inventions of the World in 2022.

 

Market Strategy

 

Cardiac Diagnostics

 

Our cardiac diagnostics strategy is focused on the target addressable market of approximately 23,018 physician offices11 (approximately 10% of all physician offices in the U.S.), 612 hospitals12 (approximately 10% of all hospitals in the U.S.), and 300 IDTFs (an estimated 10% of all IDTFs in the U.S.). To do this, we invested in the hiring of top caliber sales professionals with a proven track record in cardiac technology and device sales, and strong business relationships with providers of cardiac medical services. To further expand our market reach, we have partnered with leading distributors and GPOs.

 

 

7 https://www.precedenceresearch.com/us-complex-and-chronic-condition-management-market

8 https://www.researchandmarkets.com/reports/5264375/global-remote-patient-monitoring-market-by

9 https://blog.prevounce.com/27-remote-patient-monitoring-statistics-every-practice-should-know

10 https://www.grandviewresearch.com/industry-analysis/wearable-technology-market

11 https://en.wikipedia.org/wiki/Group_medical_practice_in_the_United_States

12 https://www.aha.org/statistics/fast-facts-us-hospitals

 

8

 

 

COM

 

The Bioflux solution is deployed into physicians’ offices, clinics, hospitals, and IDTFs. For the prescribing physician, the COM diagnostic read is a reimbursable service from payers such as Medicare and insurance companies. In the United States, billing codes for an COM diagnostic read are available under the American Medical Association Current Procedural Terminal, with a current average reimbursement rate of $850 per read (a read is between 1 and 30 days long).

 

We believe that Bioflux’s revenue model, which is a platform or technology as a service model (PAAS or TAAS), is a significant and disruptive departure from the pricing and reimbursement strategies of the existing competitors in the COM market, which apply an outsourced model to COM diagnostics, where the entire procedure and reimbursement is outsourced; the COM solutions provider takes over the clinical responsibilities and earns the reimbursement and pays the physician a small administrative stipend. Bioflux’s technology, revenue and insourced business model entail differentiators that are expected to create barriers to entry for other competitors seeking to emulate our strategy.

 

We also believe the Bioflux solution is not only financially superior but also clinically superior. Existing COM solutions are two-piece solutions with 2 channel ECGs. Comparatively, Bioflux is a one-piece solution with 3 channels of ECG, delivering more and higher quality data with better patient compliance. This is a significant barrier to entry for existing and new competitors as they would need to develop an entirely new solution that encompasses multiple channels and integrated cellular connectivity to compete with the Bioflux.

 

Holter/Extended Holter

 

The Biotres solution is purpose-built for the holter and extended holter market and is deployed into physicians’ offices, clinics, hospitals, and IDTFs. For the prescribing physician, the Holter/Extended Holter diagnostic read is a reimbursable service from payers such as Medicare and insurance companies. In the United States, billing codes for a Holter and Extended Holter diagnostics are available under the American Medical Association Current Procedural Terminal, with a current blended average reimbursement rate of $200 per test, where a test is between 1 and 21 days long.

 

We believe that Biotres’ revenue model, which is a platform or technology as a service model (PAAS or TAAS), is a significant and disruptive departure from the pricing and reimbursement strategies of the existing competitors in the Holter market, which apply an outsourced model to Holter diagnostics, where the entire procedure and reimbursement is outsourced; the Holter solutions provider takes over the clinical responsibilities and earns the reimbursement and pays the physician a small administrative stipend. Biotres’ technology, revenue and insourced business model entail differentiators that are expected to create barriers to entry for other competitors seeking to emulate our strategy.

 

Additionally, we believe the Biotres solution is not only financially superior but also clinically superior. Existing holter patch solutions are 1 channel devices that lack connectivity. This leads to cardiac diagnostic results taking up to 2 weeks. Biotres is a connected 3 channel patch solution, delivering more and higher quality data while reducing the time to diagnosis from 2 weeks to 3 days or less. This is a significant barrier to entry for existing and new competitors as they would need to develop an entirely new solution that encompasses connectivity and multiple channels to compete with the Biotres.

 

Chronic Care Management (CCM) and Remote Patient Monitoring (RPM)

 

Our chronic care management and remote patient monitoring strategy is focused on the same target addressable market of approximately 23,018 physician offices (approximately 10% of all physician offices in the U.S.), 612 hospitals (approximately 10% of all hospitals in the U.S.), and 300 IDTFs (an estimated 10% of all IDTFs in the U.S.) that we are targeting for our diagnostics. The difference in our strategy here is a focus on selling into existing accounts and new diagnostic accounts as opposed to building out a new channel strategy. These solutions are complementary to our diagnostics solution and can be sold as part of a complete platform to target new and existing customers.

 

Product and Technology

 

Bioflux

 

Bioflux is an advanced, integrated ECG device and software solution for the COM market. The Bioflux device is comprised of a wet electrode and worn on a belt clip around the waist. The Bioflux ECG reporting software will allow doctors and labs to view a patient’s ECG data for monitoring and diagnostic purposes.

 

The Bioflux device has been developed, among other things, with the following features:

 

  3 channels
     
  Built-in cellular connectivity for global cellular network compatibility;
     
  Extended battery size for up to48 hours of battery life.

 

9

 

 

The Bioflux platform has a built-in cellular chipset and a real-time embedded operating system which allows for our technology to be utilized as an Internet of Things (IoT) platform. This technology can be leveraged into other applications and industries by utilizing the platform and OS side of Bioflux.

 

Biotres

 

Holter and Extended Holter monitors are significantly simplified versions of cardiac diagnostics that lack connectivity and analysis. Holter and Extended Holter monitors require data to be downloaded manually, resulting in diagnostic results taking up to 2 weeks or longer. The Biotres device has been designed to address the limitations of existing solutions while providing the same disruptive business model as the Bioflux. Responding to our customer needs, the Biotres was developed with the following features:

 

  3 channels
  Connectivity
  Rechargeable
  Reusable

 

The Biotres is also a platform technology that can be leveraged and used to enter other markets and support future product enhancements. The company has already developed a number of enhancements for Biotres that will be available in the next generation of the solution.

 

Biocare, Bioheart and Biokit

 

It is widely reported that chronic illnesses related to lifestyle diseases are on the rise, resulting in increased healthcare costs. This has caused a major shift in the US healthcare market, emphasizing a need for evidence-based healthcare system focused on overall health outcomes. Patient compliance is a critical component in driving improved health outcomes, where the patient adheres to and implements their physician’s recommendation. Unfortunately, poor patient compliance is one of the most pressing issues in the healthcare market. One of the key contributing factors to this is the lack of a feedback mechanism to measure improvement and knowledge. Studies show that poor patient compliance costs the US healthcare system $100 to $289 billion annually1, representing 3% to 10% of total US healthcare costs2 . Studies have proven that regular monitoring of chronic care conditions improves patient outcomes in the form of lower morbidity rates and reduce the financial burden on the healthcare system by empowering preventative care.

 

The Company has developed Biocare to support medical practitioners as they gather data and regularly monitor and treat patients with two or more chronic care conditions. We expect that Bioheart combined with our Biocare platform, our fourth product, is focused on filling this need by providing a clinically relevant, preventative care and disease management solution for the consumer. A key underlying component of Bioheart is the ability to measure patient improvements—with clinical accuracy—helping to drive feedback and support patient compliance. This approach is implemented in our development process by focusing on a disease/chronic illness profile, as opposed to a customer profile. We are focused on cardiovascular disease for our first preventative care solution since Bioflux is aimed at the same health segment.

 

The focus on cardiovascular disease states make the combination of Bioheart and Biocare a unique offering within the chronic care management space which is primarily focused on diabetes. With no long term consumer solution for heart patients, chronic care management has focused on those conditions that do have personal devices, mainly diabetes, hypertension, and COPD. This is why we developed Bioheart, a consumer solution for personal use for individuals with cardiac issues. Combined with our Biocare platform, it is one of the first disease management solutions capable of delivering holistic chronic care management to cardiovascular patients.

 

Taking it a step further, we developed Biokit to support cardiac patients that had other chronic conditions such as hypertension or COPD. Biokit is a remote patient monitoring kit that combines a blood pressure cuff, an pulse oximeter and a digital thermometer into the Biocare platform to support the collection of additional biometrics for those patients with multiple conditions. Biocare was developed with the following features:

 

  Integration with cardiac diagnostics: Bioflux and Biotres
  Bioheart
  Biokit
  Virtual Clinic
  Automated biometric reporting
  Patient Dashboards
  Automated time tracking
  Built-in patient reminders and calling
  Asynchronous chat
  Monthly data summaries

 

Biocare is also a platform technology that can be leveraged and used to enter other chronic condition markets and support future product enhancements. The company has already developed a number of enhancements for Biocare that will be available in the next generation of the solution.

 

Future Markets

 

In the next few years, we intend to expand use of our technology platform with medical-grade solutions for the monitoring of blood pressure, diabetes, sleep apnea, chronic pain, as well as fetal monitoring, and other adjacent healthcare and lifestyle markets.

 

Bionatal is a proposed product for monitoring fetus’ health by remote cardiac telemetry. In the US, there were approximately 24,073 fetal deaths at 20 or more weeks gestation in 20123. The rise of older mothers and mothers with chronic conditions have driven high-risk pregnancies to a new high; high-risk complications now occur in 6 to 8 percent of all pregnancies4.

 

The Company has also received an NIH grant to investigate cardiac anomalies in chronic kidney disease patients, which is designed to be a predictive or early detection tool for CKD patients. This and other new technology that the Company is developing is applicable to the market segments that the Company intends to serve and will continue to adhere to the Company’s revenue model of deriving income from technology fees.

 

10

 

 

Competition

 

Cardiac Diagnostics

 

Cardiac Outpatient Monitoring

 

The medical technology equipment industry is characterized by strong competition and rapid technological change. There are a number of companies developing technologies that are competitive to our existing and proposed products, many of them, when compared to our Company, having significantly longer operational history and greater financial and other resources.

 

Within the US event monitoring systems market, we are aware of six main competitors in the COM product segment. These competitors have increased market presence and distribution primarily by working through existing IDTFs. The existing competitors have maintained a competitive advantage within the market by controlling the distribution of all available COM devices and software solutions. Our primary competitors in the COM market are:

 

Biotelemetry (formerly CardioNet), recently acquired by Philips for a reported $2.8B. We believe that BioTelemetry, Inc. (NASDAQ:BEAT), has the largest network of IDTFs within the COM market. BioTelemetry is considered a complete solution provider as it produces and distributes its own COM device, software solution, and COM monitoring centers. The company acquired its COM device through the acquisition of a COM manufacturer, Braemar. Upon acquisition of Braemar, BioTelemetry offered limited support to other clients utilizing Braemar’s technology. This resulted in BioTelemetry increasing the use of its device and software solution, enabling wide market penetration. We believe that BioTelemetry business model is focused on providing the COM diagnostic service, as opposed to selling COM solutions to other IDTFs or service providers, which enables a perpetual per-read fee as opposed to one time device or software sales. Equity research analysts categorize BioTelemetry as a clinical health provider, because of its business model, rather than as a medical device company. As such, we believe that BioTelemetry market cap is limited by the low multiples associated with that type of business, and, as a clinical health provider, BioTelemetry has significant overhead and fixed costs associated with monitoring centers and health professionals.

 

Preventice (formerly eCardio.), recently acquired by Boston Scientific for a reported $1.2B. Preventice is a private company, based in Houston, Texas. Preventice’s device is manufactured by a third party medical device company, TZ Medical. Preventice has integrated TZ Medical’s device with its software solution to create a complete COM solution. Similar to Biotelemetry, we believe eCardio follows the same business model of offering the COM service and acting as a clinical health provider.

 

ScottCare. ScottCare is a private company in the US and a subsidiary of Scott Fetzer Company, a division of Berkshire Hathaway. ScottCare provides equipment for cardiovascular clinics and diagnostic technicians. ScottCare has built its own COM device and software solution, and white-labeled TZ Medical’s device. Unlike the others, ScottCare offers its solution in an insourced model, where the physician has the opportunity to bill. This model requires the physician to purchase a minimum number of devices at an approximate average cost of $2,000 and their software at a cost of $25,000 to $40,000. After this initial upfront cost, ScottCare charges an additional per test fee for monitoring. We believe the above model creates a long return on investment for the physician. In our opinion, this has resulted in little market penetration for ScottCare as compared to the others.

 

Infobionic. Infobionic is a private company located in Waltham, Massachusetts. It follows a leasing model where it leases it’s technology at a fixed monthly rate, whether technology is used or not. They have a complete solution, comprised of a device and software. We believe that they have a good model that will enable them to be competitive in the market. In our opinion, there is room for both Biotricity and Infobionic within the marketplace, though we believe that our solution is superior in two ways. Firstly, our device has a screen which allows better patient feedback and improved patient hookup at the clinic. Secondly, our business model is based on usage. The physician is charged a technology fee when the technology is used. If it is not used, there is no charge. This makes it attractive compared to Infobionic’s model where the physician is charged even if the technology is not used.

 

11

 

 

In addition, we note that:

 

Medtronic. Medtronic is a major medical device conglomerate. It has an COM solution by the name of SEEQ that was added to their portfolio through the acquisition of Corventis. We have seen no significant activity or usage with SEEQ in our market analysis. We also note that SEEQ is a patch based COM solution that only collects data on 1 lead. As such, it has strong competition from 3 lead systems which are the standard for COM. In early 2018, Medtronic withdrew SEEQ from the marketplace. We do not view Medtronic as a primary competitor, but, given the size and reach of Medtronic, they are an organization that we must continuously watch and be aware of.

 

TZ Medical. TZ Medical is a medical device company that focuses on manufacturing a variety of medical devices. We do not consider TZ Medical to be a direct competitor as they produce an COM device that is available for purchase, and sold to competitors such as to Scottcare and Preventice, described above. However, we do not believe that TZ Medical has a software solution, requiring any new entrant to either acquire or build out a software solution and then integrate that with the TZ Medical device. This creates a requirement for a large upfront capital investment. As a result, we believe this approach only works for organizations looking to become COM solution providers with the same business model as the others.

 

We believe that our Bioflux COM solution will successfully compete because:

 

  it is designed as a platform to encompass all segments of the event monitoring market;
     
  of the insourcing business model which we believe is applicable to a significantly larger portion of the total available market and enable more efficient strategic penetration and distribution; and
     
  for the other reasons described earlier under “–Market Opportunity.”

 

Holter/Extended Holter

 

Within the US event monitoring systems market, we are aware of three main competitors in the Holter patch product segment. These competitors have increased market presence and distribution primarily by working with Hospitals. The existing competitors have maintained a competitive advantage within the market by a first mover advantage. Our primary competitors in the Holter patch market are:

 

  iRhythm Technologies: iRhythm is the leader in holter patch technology with the largest footprint. They are primarily hospital focused and operate as an IDTF, much like our COM competitors. Their core product is the Zio patch, which is a 1 channel holter with no connectivity and is not rechargeable
     
  BardyDx (Recently Acquired by Hilrom): BardyDx is the second largest player in the holter space. They operate as an IDTF as well. Their core product is a 1 channel patch with no connectivity with a removable chip for data uploads.
     
  VitalConnect: is a small player in the holter space. They have a disposable patch monitor that can be used for a limited time, making it unusable for long term studies. They operate as an IDTF.

 

 

Cardiac Disease Management

 

Within the US cardiac disease management market, we are aware of three main competitors in the cardiac care management segment. These competitors have different approaches, solutions, and technologies but we still regard them as competitors. Technologically we have a number of differentiators as we are the only company that has a continuous heart monitor. Our primary competitors in the cardiac disease management market are:

 

Bioheart:

 

  Alivecor is a direct to consumer cardiac monitoring company. They are the biggest brand in consumer cardiac care and have a simple to use handheld cardiac device. They operate as a service provider, providing cardiac insights direct to individuals.

 

Biocare:

 

  Optimize Health: Optimize health is a chronic care and RPM platform for a variety of chronic conditions. Thought it is platform with no focus on cardiac specifically, it provides a complete platform for clinics and hospitals to utilize and build out a chronic disease management program.
     
  HelloHeart: Hello Heart is a disease management program focused on hypertension. It is one of the few disease management programs that is focused on a heart related chronic disease

 

12

 

 

In the digital health space, we have noticed that we have competitors for different products but not a single competitor that has the entire product portfolio that we have. This adds a layer of differentiation and competitive advantage as customer can deal with one vendor as opposed to multiple vendors that they have to integrate.

 

Intellectual Property

 

We primarily rely on trade secret protection for our proprietary information. No assurance can be given that we can meaningfully protect our trade secrets. Others may independently develop substantially equivalent confidential and proprietary information or otherwise gain access to, or disclose, our trade secrets.

 

We have and generally plan to continue to enter into non-disclosure, confidentiality and intellectual property assignment agreements with all new employees as a condition of employment. In addition, we intend to also generally enter into confidentiality and non-disclosure agreements with consultants, manufacturers’ representatives, distributors, suppliers and others to attempt to limit access to, use and disclosure of our proprietary information. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or disclosure of such information.

 

We also may from time to time rely on other intellectual property developed or acquired, including patents, technical innovations, laws of unfair competition and various other licensing agreements to provide our future growth and to build our competitive position. We have filed an industrial design patent in Canada, and we may decide to file for additional patents as we continue to expand our intellectual property portfolio. However, we can give no assurance that competitors will not infringe on our patent or other rights or otherwise create similar or non-infringing competing products that are technically patentable in their own right. We fully intend to vigorously defend our intellectual property and patents.

 

Currently, we have a number of registered trademarks; we may obtain additional registrations in the future.

 

Research and Development

 

Our research and development programs are generally pursued by engineers and scientists employed by us in California and Toronto on a full-time basis or hired as per diem consultants or through partnerships with industry leaders in manufacturing and design and researchers and academia. We are also working with subcontractors in developing specific components of our technologies. In all cases, we ensure that all areas of IP are owned and controlled by the Company.

 

The primary objective of our research and development program is to advance the development of our existing and proposed products, to enhance the commercial value of such products.

 

We incurred research and development costs of $3.0 million for the fiscal year ended March 31, 2023 and $2.7 million for the fiscal year ended March 31, 2022.

 

Government Regulation

 

General

 

Our medical device products are subject to regulation by the U.S. FDA and various other federal and state agencies, as well as by foreign governmental agencies. These agencies enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising, marketing and distribution, and market surveillance of our medical device products.

 

13

 

 

In addition to those indicated below, the only other regulations we encounter are regulations that are common to all businesses, such as employment legislation, implied warranty laws, and environmental, health and safety standards, to the extent applicable. We will also encounter in the future industry-specific government regulations that would govern our products, if and when developed for commercial use. It may become the case that other regulatory approvals will be required for the design and manufacture of our products and proposed products.

 

U.S. Regulation

 

The FDA governs the following activities that Biotricity performs, will perform, upon the clearance or approval of its product candidates, or that are performed on its behalf, to ensure that medical products distributed domestically or exported internationally are safe and effective for their intended uses:

 

  product design, and development;
     
  product safety, testing, labeling and storage;
     
  record keeping procedures; and
     
  product marketing.

 

There are numerous FDA regulatory requirements governing the approval or clearance and subsequent commercial marketing of Biotricity’s products. These include:

 

  the timely submission of product listing and establishment registration information, along with associated establishment user fees;
     
  continued compliance with the Quality System Regulation, or QSR, which require specification developers and manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures  during all aspects of the manufacturing process;
     
  labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;
     
  clearance or approval of product modifications that could significantly affect the safety or effectiveness of the device or that would constitute a major change in intended use;
     
  Medical Device Reporting regulations (MDR), which require that manufacturers keep detailed records of investigations or complaints against their devices and to report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur;
     
  adequate use of the Corrective and Preventive Actions process to identify and correct or prevent significant systemic failures of products or processes or in trends which suggest same;
     
  post-approval restrictions or conditions, including post-approval study commitments;
     
  post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; and
     
  notices of correction or removal and recall regulations.

 

14

 

 

Depending on the classification of the device, before Biotricity can commercially distribute medical devices in the United States, it had to obtain, either prior 510(k) clearance, 510(k) de-novo clearance or premarket approval (PMA), from the FDA unless a respective exemption applied. The FDA classifies medical devices into one of three classes based on the degree of risk associated with each medical device and the extent of regulatory controls needed to ensure the device’s safety and effectiveness:

 

  Class I devices, which are low risk and subject to only general controls (e.g., registration and listing, medical device labeling compliance, MDRs, Quality System Regulations, and prohibitions against adulteration and misbranding) and, in some cases, to the 510(k) premarket clearance requirements;
     
  Class II devices, which are moderate risk and generally require 510(k) or 510(k) de-novo premarket clearance before they may be commercially marketed in the United States as well as general controls and potentially special controls like performance standards or specific labeling requirements; and
     
  Class III devices, which are devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a predicate device. Class III devices generally require the submission and approval of a PMA supported by clinical trial data.

 

The custom software and hardware of our products are classified as Class II. Class II devices are those for which general controls alone are insufficient to provide reasonable assurance of safety and effectiveness and there is sufficient information to establish special controls. Special controls can include performance standards, post-market surveillance, patient histories and FDA guidance documents. Premarket review and clearance by the FDA for these devices is generally accomplished through the 510(k) or 510(k) de-novo premarket notification process. As part of the 510(k) or 510(k) de-novo notification process, the FDA may have required the following:

 

  Development of comprehensive product description and indications for use.
     
  Completion of extensive preclinical tests and preclinical animal studies, performed in accordance with the FDA’s Good Laboratory Practice (GLP) regulations.
     
  Comprehensive review of predicate devices and development of data supporting the new product’s substantial equivalence to one or more predicate devices.
     
  If appropriate and required, certain types of clinical trials (IDE submission and approval may be required for conducting a clinical trial in the US).

 

If required, clinical trials involve use of the medical device on human subjects under the supervision of qualified investigators in accordance with current Good Clinical Practices (GCPs), including the requirement that all research subjects provide informed consent for their participation in the clinical study. A written protocol with predefined end points, an appropriate sample size and pre-determined patient inclusion and exclusion criteria, is required before initiating and conducting a clinical trial. All clinical investigations of devices to determine safety and effectiveness must be conducted in accordance with the FDA’s Investigational Device Exemption, or IDE, regulations that among other things, govern investigational device labeling, prohibit promotion of the investigational device, and specify recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents a “significant risk,” as defined by the FDA, the agency requires the device sponsor to submit an IDE application, which must become effective prior to commencing human clinical trials. The IDE will automatically become effective 30 days after receipt by the FDA, unless the FDA denies the application or notifies the company that the investigation is on hold and may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE that requires modification, the FDA may permit a clinical trial to proceed under a conditional approval. In addition, the study must be approved by, and conducted under the oversight of, an Institutional Review Board (IRB) for each clinical site. If the device presents a non-significant risk to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval from the FDA, but it must still follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed consent, and labeling and record-keeping requirements.

 

15

 

 

Given successful completion of all required testing, a detailed 510(k) premarket notification or 510(k) de-novo was submitted to the FDA requesting clearance to market the product. The notification included all relevant data from pertinent preclinical and clinical trials, together with detailed information relating to the product’s manufacturing controls and proposed labeling, and other relevant documentation.

 

A 510(k) clearance letter from the FDA then authorized commercial marketing of the device for one or more specific indications of use.

 

After 510(k) clearance, Biotricity is required to comply with a number of post-clearance requirements, including, but not limited to, Medical Device Reporting and complaint handling, and, if applicable, reporting of corrective actions. Also, quality control and manufacturing procedures must continue to conform to QSRs. The FDA periodically inspects manufacturing facilities to assess compliance with QSRs, which impose extensive procedural, substantive, and record keeping requirements on medical device manufacturers. In addition, changes to the manufacturing process are strictly regulated, and, depending on the change, validation activities may need to be performed. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with QSRs and other types of regulatory controls.

 

After a device receives 510(k) clearance from FDA, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use or technological characteristics, requires a new 510(k) clearance or could require a PMA. The FDA requires each manufacturer to make the determination of whether a modification requires a new 510(k) notification or PMA in the first instance, but the FDA can review any such decision. If the FDA disagrees with a manufacturer’s decision not to seek a new 510(k) clearance or PMA for a particular change, the FDA may retroactively require the manufacturer to seek 510(k) clearance or PMA. The FDA can also require the manufacturer to cease U.S. marketing and/or recall the modified device until additional 510(k) clearance or PMA approval is obtained.

 

The FDA and the Federal Trade Commission, or FTC, will also regulate the advertising claims of Biotricity’s products to ensure that the claims it makes are consistent with its regulatory clearances, that there is scientific data to substantiate the claims and that product advertising is neither false nor misleading.

 

We received 510(k) clearance for both the software and hardware components of our Bioflux and Biotres products. To obtain 510(k) clearance, a company must submit a notification to the FDA demonstrating that its proposed device is substantially equivalent to a predicate device (i.e., a device that was in commercial distribution before May 28, 1976, a device that has been reclassified from Class III to Class I or Class II, or a 510(k)-cleared device). The FDA’s 510(k) clearance process generally takes from three to 12 months from the date the application is submitted but also can take significantly longer. If the FDA determines that the device or its intended use is not substantially equivalent to a predicate device, the device is automatically placed into Class III, requiring the submission of a PMA. Once the information is submitted, there is no guarantee that the FDA will grant a company 510(k) clearance for its pipeline products, and failure to obtain the necessary clearances for its products would adversely affect its ability to grow its business. Delays in receipt or failure to receive the necessary clearances, or the failure to comply with existing or future regulatory requirements, could reduce its business prospects.

 

Devices that cannot be cleared through the 510(k) process due to lack of a predicate device but would be considered low or moderate risk may be eligible for the 510(k) de-novo process. In 1997, the Food and Drug Administration Modernization Act, or FDAMA added the de novo classification pathway now codified in section 513(f)(2) of the 29&C Act. This law established an alternate pathway to classify new devices into Class I or II that had automatically been placed in Class III after receiving a Not Substantially Equivalent, or NSE, determination in response to a 510(k) submission. Through this regulatory process, a sponsor who receives an NSE determination may, within 30 days of receipt, request FDA to make a risk-based classification of the device through what is called a “de novo request.” In 2012, section 513(f)(2) of the 29&C Act was amended by section 607 of the Food and Drug Administration Safety and Innovation Act (FDASIA), in order to provide a second option for de novo classification. Under this second pathway, a sponsor who determines that there is no legally marketed device upon which to base a determination of substantial equivalence can submit a de novo request to FDA without first submitting a 510(k).

 

16

 

 

In the event that a company receives a Not Substantially Equivalent determination for its candidates in response to a 510(k) submission, the device may still be eligible for the 510(k) de-novo classification process.

 

Devices that cannot be cleared through the 510(k) or 510(k) de-novo classification process require the submission of a PMA. The PMA process is much more time consuming and demanding than the 510(k) notification process. A PMA must be supported by extensive data, including but not limited to data obtained from preclinical and/or clinical studies and data relating to manufacturing and labeling, to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device. After a PMA application is submitted, the FDA’s in-depth review of the information generally takes between one and three years and may take significantly longer. If the FDA does not grant 510(k) clearance to its future products, there is no guarantee that Biotricity will submit a PMA or that if it does, that the FDA would grant a PMA approval of Biotricity’s future products, either of which would adversely affect Biotricity’s business.

 

We have installed a suitable and effective quality management system, which establishes controlled processes for our product design, manufacturing, and distribution. We plan to do this in compliance with the internationally recognized standard ISO 13485:2013 Medical Devices – Quality Management Systems – Requirements for Regulatory Purposes. Following the introduction of a product, the FDA and foreign agencies engage in periodic reviews of our quality systems, as well as product performance and advertising and promotional materials. These regulatory controls, as well as any changes in FDA policies, can affect the time and cost associated with the development, introduction and continued availability of new products. Where possible, we anticipate these factors in our product development processes. These agencies possess the authority to take various administrative and legal actions against us, such as product recalls, product seizures and other civil and criminal sanctions.

 

Foreign Regulation

 

In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products in foreign countries. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

 

The policies of the FDA and foreign regulatory authorities may change and additional government regulations may be enacted which could prevent or delay regulatory approval of our products and could also increase the cost of regulatory compliance. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

 

Manufacturing and Suppliers

 

Earlier in the life-cycle of the Company, we focused primarily on research and development of the first generation version of the Bioflux. We have since completed the development of Biotres and of Bioheart and their proposed marketing and distribution. We currently assemble our devices at our Redwood City, California facility. In order to maintain compliance with FDA and other regulatory requirements, our manufacturing facilities must be periodically re-evaluated and qualified under a quality system to ensure they meet production and quality standards. Suppliers of components and products used to manufacture our devices must also comply with FDA regulatory requirements, which often require significant resources and subject us and our suppliers to potential regulatory inspections and stoppages.

 

We have a scalable manufacturing strategy and goals and use Providence Enterprises (hereinProvidence”), which is an FDA qualified manufacturer for contract manufacturing. We do not have a contract with Providence or any obligation to use them (nor do they have any obligations with respect to us other than with respect to any specific orders we may make) and we enter into purchase orders for each manufacturing request we have with Providence, as we would with other vendors. Despite our working relationship with Providence, we intend to continue to identify and develop other efficient, automated, low-cost manufacturing capabilities and options to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products, especially at the low-cost levels we require to facilitate our business plan.

 

17

 

 

We currently rely on a number of principal suppliers for the components that make up our products and proposed products; these include Digikey Corporation and Mouser Electronics for electronics and connectors, Telit/Stollmann for Bluetooth modules, Yongan Innovations for batteries, Dongguan Bole RP&M Cp. Ltd. for plastics, Unimed Medical and Conmed for ECG cables and electrodes, and Medico Systems for touch-panel LCD displays. We believe that the raw materials used or expected to be used in our planned products can be acquired from multiple sources and are readily available on the market.

 

Employees

 

We currently have 55 full-time employees and approximately 20 consultants who are based in our offices located in Silicon Valley, California and Toronto, Canada. These employees oversee day-to-day operations of the Company and, together with the consultants, support management, engineering, manufacturing, and administration. We have no unionized employees.

 

We plan to hire 10 to 15 additional full-time employees within the next 12 months, as needed to support continued growth in our business. Their principal responsibilities will be the support of our sales, marketing, research and development, and clinical development activities.

 

We consider relations with our employees to be satisfactory.

 

ITEM 1A. RISK FACTORS

 

Risks Related to Our Business

 

Natural disasters and other events beyond our control could materially adversely affect us.

 

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. Pandemics or disease outbreaks such as COVID-19 and its variants (collectively, “COVID-19”) have had, and may continue to have, impacts on the Company’s business. These include, limited access to our facilities, customers, management, support staff and professional advisors and can, in future, impact our manufacturing supply chain. In addition, the general economic and other impacts related to responsive actions taken by governments and others to mitigate the spread of COVID-19, or in the future other pandemics or disease outbreaks, including but not limited to stay-at-home, shelter-in-place and other travel restrictions, social distancing requirements, mask mandates, limitations on certain businesses’ hours and operations, limits on public gatherings and other events, and restrictions on what, may continue to, result in similar declines in store traffic and overall demand, increased operating costs, and decreased or slower unit/store growth.

 

18

 

 

We have a limited operating history upon which investors can rely to evaluate our future prospects.

 

We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we will not be able to develop functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If unsuccessful with one or more of these issues, we and our business, financial condition and operating results could be materially and adversely affected.

 

The current and future expense levels in our forecasts are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market has not been fully developed. If our forecasts prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.

 

We have not had a long history of producing revenues and we cannot predict when we will achieve sustained profitability.

 

We have not been profitable, and cannot definitely predict when we will achieve profitability, if ever. We have experienced net losses historically. We do not anticipate generating significant revenues until we successfully continue to develop, commercialize and sell our existing and proposed products, of which we can give no assurance. We are unable to determine when we will generate significant revenues from the sale of new products. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of March 31, 2023, we had an accumulated deficit of $112,570,825.

 

We may not meet our product development and commercialization milestones.

 

We have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress toward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products.

 

We may also experience shortages of monitors, sensors or bases due to manufacturing difficulties. Multiple suppliers provide the components used in our devices. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities, we would be unable to manufacture devices until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing facilities.

 

19

 

 

Generally, we have met our milestone schedules when making technological advances in our product. We can give no assurance that our commercialization schedule will continue to be met as we further develop the Bioflux or any of our other proposed products.

 

We have entered into a Credit Agreement pursuant to which we have granted the lender a security interest in all of our assets including our intellectual property and if we default on our obligations in the Credit Agreement the lender could foreclose on our assets.

 

On December 21, 2021, we entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’), wherein the Company has borrowed $12.3 million, with a maturity date of December 21, 2026. The principal will accrue interest at the LIBOR Rate plus 10.5% (subject to adjustment as set forth in the Credit Agreement). Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances. Pursuant to the Credit Agreement the Company paid an Origination Fee in the amount of $120,000. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $600,000. 

 

The Company and Lender also entered into a Guarantee and Collateral Agreement wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property.

 

If we default on our obligations to the lender, the lender could foreclose on their security interests and liquidate some or all of these assets, which would harm our business, financial condition and results of operations and could require us to curtail or cease operations.

 

Our business is dependent upon physicians utilizing our solution when prescribing cardiac monitoring; if we fail to continue to be successful in convincing physicians in utilizing our solution, our revenue could fail to grow and could decrease.

 

The success of our cardiac monitoring business is dependent upon physicians utilizing our solution when prescribing cardiac monitoring to their patients. The utilization of our solution by physicians for use in the prescription of cardiac monitoring is directly influenced by a number of factors, including:

 

  the ability of the physicians with whom we work to obtain sufficient reimbursement and be paid in a timely manner for the professional services they provide in connection with the use of our monitoring solutions;
     
  continuing to establish ourselves as a cardiac technology company;
     
  our ability to educate physicians regarding the benefits of COM over alternative diagnostic monitoring solutions;
     
  our demonstrating that our proposed products are reliable and supported by us in the field;
     
  supplying and servicing sufficient quantities of products directly or through marketing alliances; and
     
  pricing our devices and technology service fees in a medical device industry that is becoming increasingly price sensitive.

 

If we are unable to drive physician utilization, revenue from the provision of our arrhythmia monitoring solutions could fail to grow or even potentially decrease.

 

20

 

 

We are subject to extensive governmental regulations relating to the manufacturing, labeling and marketing of our products.

 

Our medical technology products and operations are subject to regulation by the FDA, Health Canada and other foreign and local governmental authorities. These agencies enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising, marketing and distribution, and market surveillance of our medical products.

 

Under the United States Federal Food, Drug, and Cosmetic Act, medical devices are classified into one of three classes — Class I, Class II or Class III — depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Our Bioflux device is a Class II medical device and we believe our planned products will also be Class II medical devices. Class II devices are subject to additional controls, including full applicability of the Quality System Regulations, and requirements for 510(k) pre-market notification.

 

From time to time, the FDA may disagree with the classification of a new Class II medical device and require the manufacturer of that device to apply for approval as a Class III medical device. In the event that the FDA determines that our Class II medical products should be classified as Class III medical devices, we could be precluded from marketing the devices for clinical use within the United States for a period of time, the length of which depends on the specific change in the classification. Reclassification of our Class II medical products as Class III medical devices could significantly increase our regulatory costs, including the timing and expense associated with required clinical trials and other costs.

 

In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products in foreign countries. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

 

The policies of the FDA and foreign regulatory authorities may change and additional government regulations may be enacted which could prevent or delay regulatory approval of our products and could also increase the cost of regulatory compliance. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

 

The FDA and non-U.S. regulatory authorities require that our products be manufactured according to rigorous standards. These regulatory requirements may significantly increase our production costs and may even prevent us from making our products in amounts sufficient to meet market demand. If we change our approved manufacturing process, the FDA may need to review the process before it may be used. Failure to comply with applicable regulatory requirements discussed could subject us to enforcement actions, including warning letters, fines, injunctions and civil penalties, recall or seizure of our products, operating restrictions, partial suspension or total shutdown of our production, and criminal prosecution.

 

Federal, state and non-U.S. regulations regarding the manufacture and sale of medical devices are subject to future changes. The complexity, timeframes and costs associated with obtaining marketing clearances are unknown. Although we cannot predict the impact, if any, these changes might have on our business, the impact could be material.

 

Following the introduction of a product, these agencies will also periodically review our design and manufacturing processes and product performance. The process of complying with the applicable good manufacturing practices, adverse event reporting, clinical trial and other requirements can be costly and time consuming, and could delay or prevent the production, manufacturing or sale of our products. In addition, if we fail to comply with applicable regulatory requirements, it could result in fines, delays or suspensions of regulatory clearances, closure of manufacturing sites, seizures or recalls of products and damage to our reputation. Recent changes in enforcement practice by the FDA and other agencies have resulted in increased enforcement activity, which increases the compliance risk for the Company and other companies in our industry. In addition, governmental agencies may impose new requirements regarding registration, labeling or prohibited materials that may require us to modify or re-register products already on the market or otherwise impact our ability to market our products in those countries. Once clearance or approval has been obtained for a product, there is an obligation to ensure that all applicable FDA, Health Canada and other regulatory requirements continue to be met.

 

21

 

 

Additionally, injuries caused by the malfunction or misuse of cardiac monitoring devices, even where such malfunction or misuse occurs with respect to one of our competitor’s products, could cause regulatory agencies to implement more conservative regulations on the medical cardiac monitoring industry, which could significantly increase our operating costs.

 

If our customers are not able to both obtain and maintain adequate levels of third-party reimbursement for services using our products, it would have a material adverse effect on our business.

 

Healthcare providers and related facilities are generally reimbursed for their services through payment systems managed by various governmental agencies worldwide, private insurance companies, and managed care organizations. The manner and level of reimbursement in any given case may depend on the site of care, the procedure(s) performed, the final patient diagnosis, the device(s) utilized, available budget, the efficacy, safety, performance and cost-effectiveness of our planned products and services, or a combination of these or other factors, and coverage and payment levels are determined at each payer’s discretion. The coverage policies and reimbursement levels of these third-party payers may impact the decisions of healthcare providers and facilities regarding which medical products they purchase and the prices they are willing to pay for those products. Thus, changes in reimbursement levels or methods may either positively or negatively impact sales of our products.

 

We have no direct control over payer decision-making with respect to coverage and payment levels for our medical device products. Additionally, we expect many payers to continue to explore cost-containment strategies (e.g., comparative and cost-effectiveness analyses, so-called “pay-for-performance” programs implemented by various public and private payers, and expansion of payment bundling schemes such as Accountable Care Organizations, and other such methods that shift medical cost risk to providers) that may potentially impact coverage and/or payment levels for our current products or products we develop.

 

The ability of physicians and other providers to successfully utilize our cardiac monitoring solution and successfully allow payors to reimburse for the physicians’ technical and professional fees is critical to our business because physicians and their patients will select arrhythmia monitoring solutions other than ours in the event that payors refuse to adequately reimburse our technical fees and physicians’ professional fees.

 

Our customers may experience difficulty in obtaining reimbursement for our services from commercial payors that consider our technology to be experimental and investigational, which would adversely affect our revenue and operating results.

 

Many commercial payors refuse to enter into contracts to reimburse the fees associated with medical devices or services that such payors determine to be “experimental and investigational.” Commercial payors typically label medical devices or services as “experimental and investigational” until such devices or services have demonstrated product superiority evidenced by a randomized clinical trial.

 

Clinical trials have been performed on other mobile cardiac telemetry devices, proving higher diagnostic yield than traditional event loop monitoring. Certain remaining commercial payors, however, have stated that they do not believe the data from the clinical trials justifies the removal of the experimental designation for mobile cardiac telemetry solutions. As a result, certain commercial payors may refuse to reimburse the technical and professional fees associated with cardiac monitoring solutions such as the one expected to be offered by Biotricity.

 

If commercial payors decide not reimburse physicians or providers for their services during the utilization of our cardiac monitoring solutions, our revenue could fail to grow and could decrease.

 

22

 

 

Reimbursement by Medicare is highly regulated and subject to change; our failure to comply with applicable regulations, could decrease our expected revenue and may subject us to penalties or have an adverse impact on our business.

 

The Medicare program is administered by the Centers for Medicare and Medicaid Services (“CMS”), which imposes extensive and detailed requirements on medical services providers, including, but not limited to, rules that govern how we structure our relationships with physicians, and how and where we provide our arrhythmia monitoring solutions. Our failure to comply with applicable Medicare rules could result in discontinuing the ability for physicians to receive reimbursement as they will likely utilize our cardiac monitoring solution under the Medicare payment program, civil monetary penalties, and/or criminal penalties, any of which could have a material adverse effect on our business and revenues.

 

Consolidation of commercial payors could result in payors eliminating coverage of mobile cardiac monitoring solutions or reducing reimbursement rates.

 

When payors combine their operations, the combined company may elect to reimburse physicians for cardiac monitoring services at the lowest rate paid by any of the participants in the consolidation. If one of the payors participating in the consolidation does not reimburse for these services at all, the combined company may elect not to reimburse at any rate. Reimbursement rates tend to be lower for larger payors. As a result, as payors consolidate, our expected average reimbursement rate may decline.

 

Product defects could adversely affect the results of our operations.

 

The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of our products can lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by the FDA, Health Canada or similar governmental authorities in other countries), and could result, in certain cases, in the removal of a product from the market. A recall could result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products. Personal injuries relating to the use of our products could also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals.

 

Interruptions or delays in telecommunications systems or in the data services provided to us by cellular communication providers or the loss of our wireless or data services could impair the delivery of our cardiac monitoring services.

 

The success of Biotricity’s cardiac monitoring services will be dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing and communication capabilities. The monitoring solution relies on a third-party wireless carrier to transmit data over its data network. All data sent by our monitors via this wireless data network or via landline is expected to be routed directly to data centers and subsequently routed to the third-party ECG monitoring centers. We are therefore dependent upon third party wireless carrier to provide data transmission and data hosting services to us. If we lose wireless carrier services, we would be forced to seek alternative providers of data transmission and data hosting services, which might not be available on commercially reasonable terms or at all.

 

As we expand our commercial activities, an increased burden is expected to be placed upon our data processing systems and the equipment upon which they rely. Interruptions of our data networks, or the data networks of our wireless carrier, for any extended length of time, loss of stored data or other computer problems could have a material adverse effect on our business and operating results. Frequent or persistent interruptions in our arrhythmia monitoring services could cause permanent harm to our reputation and could cause current or potential users or prescribing physicians to believe that our systems are unreliable, leading them to switch to our competitors. Such interruptions could result in liability, claims and litigation against us for damages or injuries resulting from the disruption in service.

 

23

 

 

Our systems are also expected to be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, break-ins, sabotage, and acts of vandalism. Despite any precautions that we may take, the occurrence of a natural disaster or other unanticipated problems could result in lengthy interruptions in these services. We do not carry business interruption insurance to protect against losses that may result from interruptions in service as a result of system failures. Moreover, the communications and information technology industries are subject to rapid and significant changes, and our ability to operate and compete is dependent on our ability to update and enhance the communication technologies used in our systems and services.

 

We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.

 

The testing, manufacture, marketing and sale of medical devices entail the inherent risk of liability claims or product recalls. Product liability insurance is expensive and, if available, may not be available on acceptable terms at all periods of time. A successful product liability claim or product recall could inhibit or prevent the successful commercialization of our products, cause a significant financial burden on the Company, or both, which in either case could have a material adverse effect on our business and financial condition.

 

We require additional capital to support our present business plan and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.

 

We will require additional funds to further develop our business plan. Based on our current operating plans, we plan to use an additional $15 million in capital to fund our planned operations and sales efforts necessary to propel the commercialization of Bioflux into broader markets. We may choose to raise additional capital beyond this in order to expedite and propel growth more rapidly. We can give no assurance that we will be successful in raising any additional funds. Additionally, if we are unable to generate sufficient planned revenues from our sales and operating activities, we may need to raise additional funds, doing so through debt and equity offerings, in order to meet our expected future liquidity and capital requirements, including capital required for the development completion and introduction of our other planned products and technologies. Any such financing that we undertake will likely be dilutive to current stockholders.

 

We intend to continue to make investments to support our business growth, including patent or other intellectual property asset creation. In addition, we may also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, satisfying debt payment obligations, developing new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our business plans.

 

We cannot predict our future capital needs and we may not be able to secure additional financing.

 

We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

 

24

 

 

The results of our research and development efforts are uncertain and there can be no assurance of the continued commercial success of our products.

 

We believe that we will need to incur additional research and development expenditures to continue development of our existing proposed products as well as research and development expenditures to develop new products and services. The products and services we are developing and may develop in the future may not be technologically successful. In addition, the length of our product and service development cycle may be greater than we originally expected, and we may experience delays in product development. If our resulting products and services are not technologically successful, they may not achieve market acceptance or compete effectively with our competitors’ products and services.

 

If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.

 

Our future success will depend upon the continued service of Waqaas Al-Siddiq, our President and Chief Executive Officer. We entered into an employment with Mr. Al-Siddiq on April 10, 2020 pursuant to which he will continue to serve as Chief Executive officer for 12 months from the execution date unless his employment is terminated sooner or the employment agreement is automatically renewed pursuant to its terms. Although we believe that our relationship with him is positive, there can be no assurance that his services will continue to be available to us in the future. We do not carry any key man life insurance policies on any of our executive officers.

 

Executive and legislative actions, or legal proceedings that seek to amend or impede the implementation of the Affordable Care Act, as well as future efforts to repeal, replace or further modify the Affordable Care Act may adversely affect our business, financial condition and results of operations.

 

Since its adoption into law in 2010, the Affordable Care Act has been challenged before the U.S. Supreme Court, and Congress in order to delay, defund, or repeal implementation of or amend significant provisions of the Affordable Care Act. In addition, there continues to be ongoing litigation over the interpretation and implementation of certain provisions of the law. The net effect of the Affordable Care Act, as currently in effect, on our business is subject to a number of variables, including the law’s complexity, lack of complete implementing regulations and interpretive guidance, and the sporadic implementation of the numerous programs designed to improve access to and the quality of healthcare services. Additional variables of the Affordable Care Act impacting our business will be how states, providers, insurance companies, employers, and other market participants respond to any future challenges to the Affordable Care Act.

 

We cannot predict whether the Affordable Care Act will be modified, or whether it will be repealed or replaced, in whole or in part, and, if so, what the replacement plan or modifications would be, when the replacement plan or modifications would become effective, or whether any of the existing provisions of the Affordable Care Act would remain in place

 

We will not be profitable unless we can demonstrate that our products can be manufactured at low prices.

 

To date, we have focused primarily on research and development of the first-generation version of the Bioflux, as well as other technologies we plan to introduce in our eco-system, and their proposed marketing and distribution. Consequently, we have little experience in manufacturing these products on a commercial basis. We may manufacture our products through third-party manufacturers. We can offer no assurance that either we or our manufacturing partners will develop efficient, automated, low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products, especially at the low-cost levels we require to absorb the cost of near free distribution of our products pursuant to our proposed business plan. Even if we or our manufacturing partners are successful in developing such manufacturing capability and processes, we do not know whether we or they will be timely in meeting our product commercialization schedule or the production and delivery requirements of potential customers. A failure to develop such manufacturing processes and capabilities could have a material adverse effect on our business and financial results.

 

25

 

 

Our profitability in part is dependent on material and other manufacturing costs. We are unable to offer any assurance that either we or a manufacturing partner will be able to reduce costs to a level which will allow production of a competitive product or that any product produced using lower cost materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.

 

If we or our suppliers fail to achieve or maintain regulatory approval of manufacturing facilities, our growth could be limited, and our business could be harmed.

 

We currently assemble our devices in our California facility. To maintain compliance with FDA and other regulatory requirements, our manufacturing facilities must be periodically re-evaluated and qualified under a quality system to ensure they meet production and quality standards. Suppliers of components and products used to manufacture our devices must also comply with FDA regulatory requirements, which often require significant resources and subject us and our suppliers to potential regulatory inspections and stoppages. If we or our suppliers do not maintain regulatory approval for our manufacturing operations, our business could be adversely affected.

 

Our dependence on a limited number of suppliers may prevent us from delivering our devices on a timely basis.

 

We currently rely on a limited number of suppliers of components for our devices. If these suppliers became unable to provide components in the volumes needed or at an acceptable price, we would have to identify and qualify acceptable replacements from alternative sources of supply. The process of qualifying suppliers is lengthy. Delays or interruptions in the supply of our requirements could limit or stop our ability to provide sufficient quantities of devices on a timely basis or meet demand for our services, which could have a material adverse effect on our business, financial condition and results of operations.

 

Our operations in international markets involve inherent risks that we may not be able to control.

 

Our business plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including:

 

  Macroeconomic conditions adversely affecting geographies where we intend to do business;
     
  Foreign currency exchange rates;
     
  Political or social unrest or economic instability in a specific country or region;
     
  Higher costs of doing business in foreign countries;
     
  Infringement claims on foreign patents, copyrights or trademark rights;
     
  Difficulties in staffing and managing operations across disparate geographic areas;
     
  Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems;
     
  Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries;
     
  Adverse tax consequences;
     
  Unexpected changes in legal and regulatory requirements;
     
  Military conflict, terrorist activities, natural disasters and medical epidemics; and
     
  Our ability to recruit and retain channel partners in foreign jurisdictions.

 

26

 

 

Our existing and future levels of indebtedness could adversely affect our financial health, ability to obtain financing in the future, ability to react to changes in our business and ability to fulfill our obligations under such indebtedness.

 

As of March 31, 2023, in addition to our accounts payable, we had aggregate outstanding indebtedness of $5.9 million compared to $4.7 million for the year ended March 31, 2022. This level of indebtedness could:

 

  Make it more difficult for us to satisfy our obligations with respect to our outstanding notes and other indebtedness, resulting in possible defaults on and acceleration of such indebtedness.
  Require us to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of such cash flows to fund working capital, acquisitions, capital expenditures and other general corporate purposes.
  Limit our ability to obtain additional financing for working capital, acquisitions, capital expenditures, debt service requirements and other general corporate purposes.
  Limit our ability to refinance indebtedness or cause the associated costs of such refinancing to increase.
  Increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations (because our borrowings are at variable rates of interest); and
  Place us at a competitive disadvantage compared to our competitors with proportionately less debt or comparable debt at more favorable interest rates which, as a result, may be better positioned to withstand economic downturns.

 

Our auditors have indicated doubt about our ability to continue as a going concern.

 

As of March 31, 2023, the Company had $0.6 million in cash, accumulated deficit of $112.6 million and cash flow used in operations of $13.5 million for the fiscal year then ended. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. These conditions raise doubt about the Company’s ability to continue as a going concern and accordingly our auditors have included a going concern opinion in our annual report. Management has taken certain action and continues to implement changes designed to improve the Company’s financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including (a) engage in very limited activities without incurring any liabilities that must be satisfied in cash; and (b) offer noncash consideration and seek for equity lines as a means of financing its operations. Additionally, the Company’s plan includes certain scheduled research and development activities and related clinical trials which may be deferred as needed. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

Risks Related to Our Industry

 

The industry in which we operate is highly competitive and subject to rapid technological change. If our competitors are better able to develop and market products that are safer, more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies.

 

The medical technology industry is characterized by intense competition and rapid technological change, and we will face competition on the basis of product features, clinical outcomes, price, services and other factors. Competitors may include large medical device and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than ours or may be more successful in attracting potential customers, employees and strategic partners.

 

Our competitive position will depend on multiple, complex factors, including our ability to achieve regulatory clearance and market acceptance for our products, develop new products, implement production and marketing plans, secure regulatory approvals for products under development and protect our intellectual property. In some instances, competitors may also offer, or may attempt to develop, alternative systems that may be delivered without a medical device or a medical device superior to ours. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. The entry into the market of manufacturers located in low-cost manufacturing locations may also create pricing pressure, particularly in developing markets. Our future success depends, among other things, upon our ability to compete effectively against current technology, as well as to respond effectively to technological advances or changing regulatory requirements, and upon our ability to successfully implement our marketing strategies and execute our research and development plan. Our research and development efforts are aimed, in part, at solving increasingly complex problems, as well as creating new technologies, and we do not expect that all of our projects will be successful. If our research and development efforts are unsuccessful, our future results of operations could be materially harmed.

 

We face competition from other medical device companies that focus on similar markets.

 

We face competition from other companies that have longer operating histories and may have greater name recognition and substantially greater financial, technical and marketing resources than us. Many of these companies also have FDA or other applicable governmental approval to market and sell their products, and more extensive customer bases, broader customer relationships and broader industry alliances than us, including relationships with many of our potential customers. Increased competition from any of these sources could result in our failure to achieve and maintain an adequate level of customers and market share to support the cost of our operations.

 

Unsuccessful clinical or other trials or procedures relating to products under development could have a material adverse effect on our prospects.

 

The regulatory approval process for new products and new indications for existing products requires extensive clinical trials and procedures, including early clinical experiences and regulatory studies. Unfavorable or inconsistent clinical data from current or future clinical trials or procedures conducted by us, our competitors, or third parties, or perceptions regarding this clinical data, could adversely affect our ability to obtain necessary approvals and the market’s view of our future prospects. Such clinical trials and procedures are inherently uncertain and there can be no assurance that these trials or procedures will be completed in a timely or cost-effective manner or result in a commercially viable product. Failure to successfully complete these trials or procedures in a timely and cost-effective manner could have a material adverse effect on our prospects. Clinical trials or procedures may experience significant setbacks even after earlier trials have shown promising results. Further, preliminary results from clinical trials or procedures may be contradicted by subsequent clinical analysis. In addition, results from our clinical trials or procedures may not be supported by actual long-term studies or clinical experience. If preliminary clinical results are later contradicted, or if initial results cannot be supported by actual long-term studies or clinical experience, our business could be adversely affected. Clinical trials or procedures may be suspended or terminated by us, the FDA or other regulatory authorities at any time if it is believed that the trial participants face unacceptable health risks.

 

27

 

 

Intellectual property litigation and infringement claims could cause us to incur significant expenses or prevent us from selling certain of our products.

 

The medical device industry in which we operate is characterized by extensive intellectual property litigation and, from time to time, we might be the subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend and divert the time and effort of our management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property infringement against us could result in our payment of significant monetary damages and/or royalty payments, or it could negatively impact our ability to sell current or future products in the affected category and could have a material adverse effect on business, cash flows, financial condition or results of operations.

 

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

 

We plan on relying on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We will seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We will seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention or intellectual property assignment agreements with our employees and consultants. Moreover, to the extent we enter into such agreements, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. In general, any loss of trade secret protection or other unpatented proprietary rights could harm our business, results of operations and financial condition.

 

If we are unable to protect our proprietary rights, or if we infringe on the proprietary rights of others, our competitiveness and business prospects may be materially damaged.

 

We have filed for one industrial design patent in Canada and in the U.S. We may continue to seek patent protection for our designs and may seek patent protection for our proprietary technology if warranted. Seeking patent protection is a lengthy and costly process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from existing or pending patents will be sufficiently broad or strong to protect our designs or our proprietary technology. There is also no guarantee that any patents we hold will not be challenged, invalidated or circumvented, or that the patent rights granted will provide competitive advantages to us. Our competitors have developed and may continue to develop and obtain patents for technologies that are similar or superior to our technologies. In addition, the laws of foreign jurisdictions in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent, as do the laws of Canada or the United States.

 

Adverse outcomes in current or future legal disputes regarding patent and other intellectual property rights could result in the loss of our intellectual property rights, subject us to significant liabilities to third parties, require us to seek licenses from third parties on terms that may not be reasonable or favorable to us, prevent us from manufacturing, importing or selling our products, or compel us to redesign our products to avoid infringing third parties’ intellectual property. As a result, we may be required to incur substantial costs to prosecute, enforce or defend our intellectual property rights if they are challenged. Any of these circumstances could have a material adverse effect on our business, financial condition and resources or results of operations.

 

28

 

 

Dependence on our proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may result in our payment of significant monetary damages or impact offerings in our product portfolios.

 

Our long-term success largely depends on our ability to market technologically competitive products. If we fail to obtain or maintain adequate intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products. Also, our currently pending industrial design patent or any future patents applications may not result in issued patents, and issued patents are subject to claims concerning priority, scope and other issues.

 

Furthermore, to the extent we do not file applications for patents domestically or internationally, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products in other countries.

 

Enforcement of federal and state laws regarding privacy and security of patient information may adversely affect our business, financial condition or operations.

 

The use and disclosure of certain health care information by health care providers and their business associates have come under increasing public scrutiny. Recent federal standards under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, establish rules concerning how individually identifiable health information may be used, disclosed and protected. Historically, state law has governed confidentiality issues, and HIPAA preserves these laws to the extent they are more protective of a patient’s privacy or provide the patient with more access to his or her health information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing laws and regulations that may or may not be more stringent or burdensome than the federal HIPAA provisions. We must operate our business in a manner that complies with all applicable laws, both federal and state, and that does not jeopardize the ability of our customers to comply with all applicable laws. We believe that our operations are consistent with these legal standards. Nevertheless, these laws and regulations present risks for health care providers and their business associates that provide services to patients in multiple states. Because these laws and regulations are recent, and few have been interpreted by government regulators or courts, our interpretations of these laws and regulations may be incorrect. If a challenge to our activities is successful, it could have an adverse effect on our operations, may require us to forego relationships with customers in certain states and may restrict the territory available to us to expand our business. In addition, even if our interpretations of HIPAA and other federal and state laws and regulations are correct, we could be held liable for unauthorized uses or disclosures of patient information as a result of inadequate systems and controls to protect this information or as a result of the theft of information by unauthorized computer programmers who penetrate our network security. Enforcement of these laws against us could have a material adverse effect on our business, financial condition and results of operations.

 

We may become subject, directly or indirectly, to federal and state health care fraud and abuse laws and regulations and if we are unable to fully comply with such laws, the Company could face substantial penalties.

 

Although not affected at this time, our operations may in the future become directly or indirectly affected by various broad state and federal health care fraud and abuse laws, including the Federal Healthcare Programs’ Anti-Kickback Statute and the Stark law, which among other things, prohibits a physician from referring Medicare and Medicaid patients to an entity with which the physician has a financial relationship, subject to certain exceptions. If our future operations are found to be in violation of these laws, we or our officers may be subject to civil or criminal penalties, including large monetary penalties, damages, fines, imprisonment and exclusion from Medicare and Medicaid program participation. If enforcement action were to occur, our business and results of operations could be adversely affected.

 

29

 

 

We may be subject to federal and state false claims laws which impose substantial penalties.

 

Many of the physicians and patients whom we expect to use our services will file claims for reimbursement with government programs such as Medicare and Medicaid. As a result, we may be subject to the federal False Claims Act if we knowingly “cause” the filing of false claims. Violations may result in substantial civil penalties, including treble damages. The federal False Claims Act also contains “whistleblower” or “qui tam” provisions that allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded the government. In recent years, the number of suits brought in the medical industry by private individuals has increased dramatically. Various states have enacted laws modeled after the federal False Claims Act, including “qui tam” provisions, and some of these laws apply to claims filed with commercial insurers. We are unable to predict whether we could be subject to actions under the federal False Claims Act, or the impact of such actions. However, the costs of defending claims under the False Claims Act, as well as sanctions imposed under the False Claims Act, could adversely affect our results of operations.

 

Changes in the health care industry or tort reform could reduce the number of arrhythmia monitoring solutions ordered by physicians, which could result in a decline in the demand for our planned solutions, pricing pressure and decreased revenue.

 

Changes in the health care industry directed at controlling health care costs or perceived over-utilization of arrhythmia monitoring solutions could reduce the volume of solutions ordered by physicians. If more health care cost controls are broadly instituted throughout the health care industry, the volume of cardiac monitoring solutions could decrease, resulting in pricing pressure and declining demand for our planned services, which could harm our operating results. In addition, it has been suggested that some physicians order arrhythmia monitoring solutions, even when the services may have limited clinical utility, primarily to establish a record for defense in the event of a claim of medical malpractice against the physician. Legal changes increasing the difficulty of initiating medical malpractice cases, known as tort reform, could reduce the amount of our services prescribed as physicians respond to reduced risks of litigation, which could harm our operating results.

 

Risks Related to Our Securities and Other Risks

 

If we fail to comply with the continuing listing standards of the Nasdaq, our common stock could be delisted from the exchange.

 

On January 20, 2023, the Company received a letter from Nasdaq informing it that although the Company’s common stock has not regained compliance with the minimum $1.00 bid price per share requirement, the Staff has determined that the Company is eligible for an additional 180 calendar day period, or until July 19, 2023, to regain compliance. The Staff’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split (the “Reverse Stock Split), if necessary.

 

If at any time before July 19, 2023, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of, subject to the Staff’s discretion, 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.

 

The Company will continue to monitor the closing bid price of its Common Stock and will consider its available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement within the allotted compliance period. If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement.

 

If the Company fails to regain compliance with Nasdaq’s Listing Rules, we could be subject to suspension and delisting proceedings. If our securities lose their status on The NASDAQ Capital Market, our securities will likely trade in the over-the-counter market. If our securities were to trade on the over-the-counter market, selling our securities could be more difficult because smaller quantities of securities would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our securities are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our securities, further limiting the liquidity of our securities. These factors could result in lower prices and larger spreads in the bid and ask prices for our securities. Such delisting from The NASDAQ Capital Market and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

 

A Reverse Stock Split could result in a significant devaluation of the Company’s market capitalization and trading price of the Common Stock, and we cannot assure you that a Reverse Stock Split will increase our stock price and have the desired effect of increasing the market price of the Common Stock such that the market price of our Common Stock meets Nasdaq’s Minimum Bid Price Requirement.

 

The Company may effect a reverse stock split (the “Reverse Stock Split”) to regain compliance with the Minimum Bid Price Requirement. The Company’s Board expects that a Reverse Stock Split of the outstanding Common Stock will increase the market price of the Common Stock. However, the Company cannot be certain whether the Reverse Stock Split would lead to a sustained increase in the trading price or the trading market for the Common Stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

 

● the market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of pre-split shares of Common Stock outstanding before the Reverse Stock Split;

 

● the Reverse Stock Split will result in a per share price that will attract brokers and investors, including institutional investors, who do not trade in lower priced securities;

 

● the Reverse Stock Split will result in a per share price that will increase the Company’s ability to attract and retain employees and other service providers;

 

● the market price per post-split share will be sufficient to satisfy the Minimum Bid Price Requirement and

 

● the Reverse Stock Split will increase the trading market for the common Stock, particularly if the stock price does not increase as a result of the reduction in the number of shares of Common Stock available in the public market.

 

The market price of the Common Stock will also be based on the Company’s performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than what would occur in the absence of the Reverse Stock Split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split and this could have an adverse effect on the price of the Common Stock. If the market price of the shares of Common Stock declines subsequent to the effectiveness of the Reverse Stock Split, this will detrimentally impact the Company’s market capitalization and the market value of the Company’s public float.

 

30

 

 

There is a limited existing market for our common stock and we do not know if a more liquid market for our common stock will develop to provide you with adequate liquidity.

 

Until August 25, 2021, our common stock was quoted on the OTCQB. As of August 26,, 2021, our common stock began trading on the Nasdaq Capital Market. We cannot assure you that a more active trading market for our common stock will develop or if it does develop, that it will be maintained. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. In the absence of an active public trading market:

 

  you may not be able to resell your securities at or above the public offering price;
  the market price of our common stock may experience more price volatility; and
  there may be less efficiency in carrying out your purchase and sale orders.

 

The market price of our common stock may be volatile.

 

The market price for our common stock may be volatile and subject to wide fluctuations in response to factors including the following:

 

  Our ability to successfully bring any of our proposed or planned products to market;
     
  Actual or anticipated fluctuations in our quarterly or annual operating results;
     
  Changes in financial or operational estimates or projections;
     
  Conditions in markets generally;
     
  Changes in the economic performance or market valuations of companies similar to ours;
     
  Announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
     
  Our intellectual property position; and
     
  General economic or political conditions in the United States or elsewhere.

 

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock.

 

There may be a significant number of shares of common stock eligible for sale, which could depress the market price of such stock.

 

We have 51,047,865 outstanding shares as of June 29, 2023, of which [28,460,275] are unrestricted shares of common stock, such that a large number of shares of our common stock could be made available for sale in the public market, which could harm the market price of the stock. We also have 1,466,718 Exchangeable Shares, directly exchangeable into an equivalent number of shares of common stock, which could be exchanged and made available for sale in public markets,

 

Our largest stockholder will substantially influence our Company for the foreseeable future, including the outcome of matters requiring shareholder approval and such control may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause the Company’s stock price to decline.

 

Mr. Al-Siddiq, our chief executive officer and a member of our board of directors, beneficially owns approximately 15.1% of our outstanding shares of common stock and common stock underlying the Exchangeable Shares. As a result, coupled with his board seat, he will have the ability to influence the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those entities and individuals. Mr. Al-Siddiq also has significant control over our business, policies and affairs as an executive officer or director of our Company. He may also exert influence in delaying or preventing a change in control of the Company, even if such change in control would benefit the other stockholders of the Company. In addition, the significant concentration of stock ownership may adversely affect the market value of the Company’s common stock due to investors’ perception that conflicts of interest may exist or arise.

 

Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) could cause our financial reports to be inaccurate.

 

We are required pursuant to Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

 

Our management has concluded that our internal controls over financial reporting were, and continue to be, effective, as of March 31, 2023. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.

 

31

 

 

Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.

 

Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.

 

Anti-takeover provisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

 

The Company’s certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. For example, our Certificate of Incorporation permits the Board of Directors without stockholder approval to issue up to 10,000,000 shares of preferred stock (20,000 of these shares have been designated as Series A Preferred, of which 6,305 are outstanding, and one special voting preferred share is designated and outstanding) and to fix the designation, power, preferences, and rights of the shares and preferred stock. Furthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for shares of the Company’s common stock.

 

Our common stock could become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

 

The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

 

● Make a special written suitability determination for the purchaser;

 

● Receive the purchaser’s prior written agreement to the transaction;

 

● Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

 

● Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

 

If our common stock became subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.

 

32

 

 

We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

 

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on investment may be limited to the value of our common stock. We plan to retain any future earning to finance growth.

 

Risks Related to Intellectual Property

 

We have no utility patent protection, and have only limited design patent protection and rely on unregistered copyright and trade secret protection, if we are unable to obtain and maintain patent protection for our products, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our existing products and any products we may develop, and our technology may be adversely affected.

 

Any failure to obtain or maintain sufficient intellectual property protection with respect to our current and planned products could have a material adverse effect on our business, financial condition, and results of operations.

 

We rely on trade secret protection to protect proprietary know-how that may not be patentable or that we elect not to patent, processes for which patents may be difficult to obtain or enforce, and any other elements of our products and services that involve proprietary know-how, information or technology that is not covered by patents. However, trade secrets can also be difficult to protect. If the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating any trade secrets. Misappropriation or unauthorized disclosure of our trade secrets could significantly affect our competitive position and may have a material adverse effect on our business. Furthermore, trade secret protection does not prevent competitors from independently developing similar technology. To the extent we also rely on copyright protection, it, too, does not prevent competitors from independently developing similar technology.

 

Even if we were to obtain additional patent protection, such patents may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents that we own may be challenged, narrowed, circumvented, or invalidated by third parties. Consequently, we do not know whether our products will be protectable or remain protected by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our intellectual property by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, results of operations and prospects.

 

The Company has made and will continue to make decisions regarding what patents and trademarks and other intellectual property to pursue and maintain in is business judgment balanced against the cost of obtaining and maintaining that IP.

 

We may not be able to protect our intellectual property and proprietary rights throughout the world.

 

Third parties may attempt to commercialize competitive products or services in foreign countries where we do not have any patents or patent applications where legal recourse may be limited. This may have a significant commercial impact on our foreign business operations.

 

We may become involved in intellectual property litigation either due to claims by others that we are infringing their intellectual property rights or due to our own assertions that others are infringing upon our intellectual property rights.

 

We have not done any investigation of and thus cannot provide assurance that our products or methods do not infringe the patents or other intellectual property rights of third parties.

 

If our business is successful, the possibility may increase that others will assert infringement claims against us.

 

33

 

 

Infringement and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial costs and harm to our reputation. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of the business. We cannot be certain that we will successfully defend against allegations of infringement of patents and intellectual property rights of others. In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the other party’s patents or other intellectual property were upheld as valid and enforceable and we were found to infringe the other party’s patents or violate the terms of a license to which we are a party, we could be required to do one or more of the following:

 

  cease selling or using any of our products that incorporate the asserted intellectual property, which would adversely affect our revenue;
  pay substantial damages for past use of the asserted intellectual property;
  obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all, and which could reduce profitability; and
  redesign or rename, in the case of trademark claims, our products to avoid violating or infringing the intellectual property rights of third parties, which may not be possible and could be costly and time-consuming if it is possible to do so.

 

Third-party claims of intellectual property infringement, misappropriation or other violation against may also prevent or delay the sale and marketing of our products.

 

We may also be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

 

If we fail in defending any such claims, it could have a material adverse effect on our business, financial condition, and results of operations. Even if we are successful in defending against such claims, litigation could result in substantial costs to us and be a distraction to management.

 

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. None identified.

 

Our trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement or dilution claims brought by owners of other trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, and results of operations.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

Our principal executive office is located in leased premises of approximately 8,300 square feet at 203 Redwood Shores Parkway, Suite 600, Redwood City, California. We believe that these facilities are adequate for our needs, including providing the space and infrastructure to accommodate our development work based on our current operating plan. We do not own any real estate.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

 

We are not currently a party in any material legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

34

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market for our Common Stock

 

Our common stock is traded on NASDAQ under the symbol “BTCY” since August 26, 2021. Prior to that, our common stock was quoted on the OTCQB marketplace under the symbol “BTCY”. On March 31, 2023 the closing price of our common stock as reported on NASDAQ was $0.47 per share.

 

Shareholders of Record

 

As of June 29, 2023, an aggregate of 51,047,865 shares of the Company’s common stock were issued and outstanding and owned by approximately 199 named shareholders of record. As of June 29, 2023, [1,466,718] Exchangeable Shares were also issued and outstanding and held by approximately 11 holders of record. The numbers of record holders do not include beneficial owners holding shares through nominee names.

 

As of June 29, 2023 there is also one share of the Special Voting Preferred Stock issued and outstanding, held by the Trustee, and [6,304] Series A preferred shares issued and outstanding and owned by 2 shareholders .

 

Dividends

 

Our Series A preferred shares earning dividends at the rate of 12% per annum. We do not anticipate paying any cash dividends on our common shares in the foreseeable future and we intend to retain all of our earnings, if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made in the discretion of our Board of Directors, after our taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. No dividends may be declared or paid on our common shares, unless a dividend, payable in the same consideration or manner, is simultaneously declared or paid, as the case may be, on our shares of preferred stock, if any.

 

Issuance of Securities

 

During the year ended March 31, 2023, the Company issued 761,038 common shares for conversion of convertible notes; the fair value of the shares issued was $843,922. The Company issued 132,202 common shares for services provided. The Company issued 2,240 common shares in connection with the exercise of options. In addition, the Company issued 71,792 shares in connection with exercise of warrants, out of to-be-issued shares from prior year commitment. The Company also issued 270,270 common shares in lieu of convertible note interest.

 

During the year ended March 31, 2023, 896 Series A preferred shares were repurchased by the Company for cash in the amount of $895,556.

 

The securities referenced above were offered and sold pursuant to Section 4(a)(2) of the Securities Act.

 

35

 

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We adopted an equity incentive plan effective as of February 2, 2016 to attract and retain employees, directors and consultants. The equity incentive plan is administered by our Board of Directors which may determine, among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and stock purchase right. The equity incentive plan may also be administered by a special committee, as determined by the Board of Directors.

 

The maximum aggregate number of shares of our common stock that may be issued under the equity incentive plan is 7,448,529, which, except as provided in the plan shall automatically increase on January 1 of each year for no more than 10 years, so the number of shares that may be issued is an amount no greater than 15% of our outstanding shares of common stock and Exchangeable Shares as of such January 1. The equity incentive plan provides for the grant of, among other awards, (i) “incentive” options (qualified under section 422 of the Internal Revenue Code of 1986, as amended) to our employees and (ii) non-statutory options and restricted stock to our employees, directors or consultants.

 

On March 31, 2023, we adopted the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of 5,000,000 shares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the Company’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has been issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan. We also adopted the Company’s Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”). In no event can any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.

 

There were no issuances from the new 2023 Plan as of March 31, 2023. Shown below is information as of March 31, 2023 with respect to the common stock of the Company that may be issued under its equity compensation plans, not including the new 2023 Plan, described above.

 

Plan Category  (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights   (b) Weighted- average exercise price of outstanding options, warrants and rights   (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 
Equity compensation plans approved by security holders (1)   7,587,909   $1.5487    248,402 
                
Equity compensation plans not approved by security holders (2)               
                
Directors, Officers and
Employees Stock Option Plan (3)
               
                
Warrants granted to Directors and Officers (4)   1,666,055   $0.991    - 
                
Total   9,253,964         248,402 

 

  (1) Represents the Company’s 2016 Equity Incentive Plan and includes options to purchase an aggregate of 2,499,998 shares of our common stock granted to Mr. Al-Siddiq pursuant to his employment agreement at an exercise price of $2.20, and a grant to Mr. Al-Siddiq of 1,400,000 options in April 2020 which would vest quarterly over four years and have an exercise price of $1.06 per share, as well as additional two grants to Mr. Al-Siddiq of 350,000 options each on March 12, 2023, with an exercise price of $1.25 and $1.75 per share respectively for each grant, out of which 175,000 options from each grant (in total 350,000) had vested immediately upon grant date, and the remaining 175,000 options from each grant (in total 350,000) will vest on March 12, 2024. A further grant was made to Mr. Al-Siddiq of 1,000,000 options on March 12, 2023, with an exercise price of $0.81 per share, out of which 250,000 options had vested immediately upon grant and the rest will vest monthly over 36 months.

 

36

 

 

  (2) At the time of the Acquisition Transaction on February 2, 2016, each (a) outstanding option granted or issued pursuant to iMedical’s existing equity compensation plan was exchanged for approximately 1.197 economically equivalent replacement options with a corresponding adjustment to the exercise price and (b) outstanding warrant granted or issued pursuant to iMedical’s equity compensation plans was adjusted so the holder receives approximately 1.197 shares of common stock with a corresponding adjustment to the exercise price. Does not include options granted to Mr. Al-Siddiq discussed in (1) above.
     
  (3) On March 30, 2015, iMedical approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. As of March 31, 2018, there were 137,500 outstanding options at an exercise price of $.0001 under this plan. These options represented the right to purchase 164,590 shares of the Company’s common stock using the ratio of 1.1969:1. All of these options were exercised during the year ended March 31, 2019. No other grants will be made under this plan.
     
  (4) This category relates to individuals who, at the time of grant, were not part of the Company’s 2016 Equity Incentive Plan.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable to a smaller reporting company.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers information pertaining to the Company up to March 31, 2023 and should be read in conjunction with our financial statements and related notes of the Company as of and for the fiscal years ended March 31, 2023 and 2022 contained elsewhere in this Annual Report on Form 10-K. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted.

 

Forward Looking Statements

 

Certain information contained in this MD&A and elsewhere in this Annual Report on Form 10-K includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” as well as elsewhere herein.

 

37

 

 

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

 

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in herein will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

Company Overview 

 

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

 

We developed our FDA-cleared Bioflux® COM technology, comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, in order to assess, establish and develop sales processes and market dynamics. The fiscal year ended March 31, 2021 marked the Company’s first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, the Company announced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance its ecosystem, in 2022, the Company announced the launch of its Biotres Cardiac Monitoring Device (“Biotres”), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 31 states, with intention to expand further and compete in the broader US market using an insourcing business model. Our technology has a large potential total addressable market, which can include hospitals, clinics and physicians’ offices, as well as other Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our solution’s insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for the Company, and enables a more efficient market penetration and distribution strategy.

 

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

 

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

 

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

 

38

 

 

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

 

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

 

  advanced ECG analysis software that can analyze and synthesize patient ECG monitoring data with the purpose of distilling it down to the important information that requires clinical intervention, while reducing the amount of human intervention necessary in the process;
     
  the Bioflux® 2.0, which is the next generation of our award winning Bioflux®

 

During 2021 and the early part of 2022, the Company has also commercially launched its Bioheart technology, which is a consumer technology whose development was forged out of prior the development of the clinical technologies that are already part of the Company’s technology ecosystem, the BioSphere. In recognition of its product development, in November 2022, the Company’s Bioheart received recognition as one of Time Magazine’s Best Inventions of 2022.

 

The COVID-19 pandemic has highlighted the importance of telemedicine and remote patient monitoring technologies. During the twelve months ended March 31, 2023, the Company continued to develop a telemedicine platform, with capabilities of real-time streaming of medical devices. Telemedicine offers patients the ability to communicate directly with their health care providers without the need of leaving their home. The introduction of a telemedicine solution is intended to align with the Company’s Bioflux product and facilitate remote visits and remote prescriptions for cardiac diagnostics, but it will also serve as a means of establishing referral and other synergies across the network of doctors and patients that use the technologies we are building within the Biotricity ecosystem. The intention is to continue to provide improved care to patients that may otherwise elect not to go to medical facilities and continue to provide economic benefits and costs savings to healthcare service providers and payers that reimburse. The Company’s goal is to position itself as an all-in-one cardiac diagnostic and disease management solution. The Company continues to grow its data set of billions of patient heartbeats, allowing it to further develop its predictive capabilities relative to atrial fibrillation and arrythmias.

 

In October 2022, the Company launched its Biocare Cardiac Disease Management Solution, after successfully piloting this technology in two facilities that provide cardiac care to more than 60,000 patients. This technology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow the Company to transform and use its strong cardiac footprint to expand into remote chronic care management solutions that will be part of the BioSphere. The technology puts actionable data into the hands of physicians in order to assist them in making effective treatment decisions quickly. During March 2023, the Company launched its patient-facing Biocare app on Android and Apple app stores. This further allows the Company to expand its footprint in providing full-cycle chronic care management solutions to its clinic and patient network.

 

The Company identified the importance of recent developments in accelerating its path to profitability, including the launch of important new products identified, which have a ready market through cross-selling to existing large customer clinics, and large new distribution partnerships that allow the Company to sell into large hospital networks. Additionally, in September 2022, the Company was awarded a NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring, and predictive analytics for stroke due to chronic kidney failure. This is a significant achievement that broadens our technology platform’s disease space demographic. The grant focusses on Bioflux-AI as an innovative system for real-time monitoring and prediction of stroke episodes in chronic kidney disease patients. The Company received $238,703 under this award in March 2023, used to defray research, development and other associated costs.

 

39

 

 

Results of Operations

 

Biotricity incurred a net loss attributed to common stockholders of $19.5 million (loss per share of 37.6 cents) during the year ended March 31, 2023 as compared to $30.2 million (loss per share 66.5 cents) during the year ended March 31, 2022. From the Company’s inception in 2009 through March 31, 2023, the Company has generated an accumulated deficit of $112.6 million. We devoted, and expect to continue to devote, significant resources in the areas of sales and marketing and research and development costs. We also expect to incur additional operating losses, as we build the infrastructure required to support higher sales volume.

 

Comparison of the Fiscal Years and the Three Months Periods Ended March 31, 2023 and 2022

 

The following table sets forth our results of operations for the fiscal years ended March 31, 2023 and 2022.

 

   

For the years ended

March 31,

 
    2023     2022    

Period to

Period

Change

 
Revenue   $ 9,639,057     $ 7,650,269     $ 1,988,788  
Cost of revenue     4,197,024       3,080,116       1,116,908  
Gross profit     5,442,033       4,570,153       871,880  
Gross Margin     56.5 %     59.7 %        
                         
Operating expenses:                        
Selling, general and administrative     17,621,865       18,556,827       (940,504 )
Research and development     3,229,879       2,744,587       485,292  
Total operating expenses     20,851,744       21,301,414       (455,212 )
Loss from operations     (15,409,711 )     (16,731,261 )     1,327,092  
Interest expense     (1,839,159 )     (1,289,112 )     (555,589 )
Accretion and amortization expenses     (743,459 )     (9,286,023 )     8,542,564  
Change in fair value of derivative liabilities     (483,873 )     (683,559 )     199,686  
Loss upon convertible promissory note conversion and redemption     (71,119 )     (1,155,642 )     1,084,523  
Other (expense) income     (110,822 )     15,120       (125,942 )
Net loss before income taxes     (18,658,143 )     (29,130,477 )     10,472,334  
Income taxes                  
Net loss before dividends   $ (18,658,143 )   $ (29,130,477 )   $ 10,472,334  

 

The following table sets forth our results of operations for the three months ended March 31, 2023 and 2022.

 

  

For the 3 months ended

March 31,

 
   2023   2022  

Period to

Period

Change

 
Revenue  $2,742,435   $2,148,742   $593,693 
Cost of revenue   1,207,734    708,105    499,629 
Gross profit   1,534,709    1,440,637    94,064 
Gross Margin   56.0%   67.0%     
                
Operating expenses:               
Selling, general and administrative   4,284,977    5,544,627    (1,259,650)
Research and development   703,329    629,453    73,876 
Total operating expenses   4,988,306    6,174,080    (1,185,774)
Loss from operations   (3,453,605)   (4,733,443)   1,279,838 
Interest expense   (665,350)   (380,288)   (285,062)
Accretion and amortization expenses   (559,956)   (451,295)   (108,661)
Change in fair value of derivative liabilities   (13,902)   (7,387)   (6,515)
Loss upon convertible promissory note conversion and redemption   14,418         14,418 
Other (expense) income   6,167    (39,427)   45,594 
Net loss before income taxes   (4,672,228)   (5,611,840)   939,612 
Income taxes            
Net loss before dividends  $(4,672,228)  $(5,611,840)  $939,612 

 

Revenue and cost of revenue

 

By increasing our sales force and geographic footprint, we have launched sales in 31 U.S. states by March 31, 2023. The Company earned combined device sales and technology fee income totaling $9.6 million during the year ended March 31, 2023, a 26% increase over the $7.7 million earned in the preceding fiscal year. During three months ended March 31, 2023, the Company earned total sales of $2.7 million, a 28% increase over the $2.1 million sales earned in the corresponding quarter in prior year.

 

Our gross profit percentage was 56.7% during the year ended March 31, 2023 as compared to 59.7% during the comparable prior year period. The slight decrease period over period was due to a decrease in gross margin related to sales of device hardware as we continue providing discounts on sales of device hardware in order to increase volumes and expand our scale on subscription billings for the technology fees. The decrease in gross margin related to sales of device hardware was partially offset by increased margin on technology fee sales. We expect the gross margin related to technology fees to continue improving going forward as we achieve greater economy of scale on our technology services, including the cost of monitoring. Given consistent gross margin on technology fees of approximately 70%, and an evolving revenue mix where technology fees are expected to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time.

 

Gross profit percentage was 56% during three months ended March 31, 2023 as compared to 67% in the corresponding quarter in the prior year. This was mainly a result of service revenue of $500K that was earned in three months ended March 31, 2022, which had a gross margin significantly higher than the Company’s regular revenue streams.

 

40

 

 

Operating Expenses

 

Total operating expenses for the fiscal year ended March 31, 2023 were $20.9 million compared to $21.3 million for the fiscal year ended March 31, 2022. Total operating expenses for the three months ended March 31, 2022 were $5.0 million as compared $6.2 million for the three months ended March 31, 2022. See further explanations below.

 

Selling, General and administrative expenses

 

Our selling, general and administrative expenses for the fiscal year and three months ended March 31, 2023 decreased to $17.6 million and $4.3 million, respectively, compared to approximately $18.6 million and $5.5 million during the fiscal year and three months ended March 31, 2022. Despite our increased spending on sales efforts, our total selling, general and administrative expenses decreased by $0.9 million and $1.3 million, respectively, for the fiscal year and the fiscal quarter ended March 31, which was primarily due increased monitoring of spending efficiency over our fixed general and administrative expenses.

 

Research and development expenses

 

During the fiscal year and three months ended March 31, 2023 we recorded research and development expenses of $3.0 million and $0.7 million, respectively, compared to $2.7 million and $0.6 million incurred in the fiscal year and three months ended March 31, 2022. The research and development activity related to both existing and new products. The increase in research and development activity was a result of continuous development of new technologies for our ecosystem and product enhancements.

 

Interest Expense

 

During the fiscal year ended March 31, 2023 and March 31, 2022, we incurred interest expenses of $1.8 million and $1.3 million, respectively. During three months ended March 31, 2023 and March 31, 2022, we incurred interest expenses of $665 thousand and $380 thousand, respectively. The increase in interest expense corresponded to an increase in borrowings and market increases in interest rates period over period.

 

Accretion and amortization expenses

 

During the fiscal year ended March 31, 2023 and March 31, 2022, we incurred accretion expense of $0.7 million and $9.3 million, respectively. The decrease from the prior year period was primarily the result of full amortization of the debt discount related to Series A and Series B convertible notes by the end of the prior year. The amortization during the current year related primarily to the amortization of debt discount related to the Company’s term loan, and a small amount of amortization of debt discount related to new convertible notes entered towards end of the current fiscal year. During the three months ended March 31, 2023 and March 31, 2022, we incurred accretion expenses of $560 thousand and $451 thousand, respectively. The slight increase was a result of debt discount amortization related to new convertible notes entered towards end of the current fiscal year.

 

Change in fair value of derivative liabilities

 

During the year ended March 31, 2023 and March 31, 2022, the Company recognized $484 thousand and $684 thousand, respectively, related to the change in fair value of derivative liabilities. During the three months ended March 31, 2023 and March 31, 2022, the Company recognized $14 thousand and $7 thousand, respectively, related to the change in fair value of derivative liabilities.

 

Loss upon convertible promissory notes conversion

 

During the years ended March 31, 2023 and 2022, we recorded a loss of $71 thousand and $1.2 million, respectively, related to the conversion of our convertible promissory notes. During the three months ended March 31, 2023 and 2022, we recorded a gain of $14 thousand and Nil, respectively, related to the conversion and redemption of our convertible promissory notes. The decrease of loss upon conversion and redemption is a result of decreased volumes of conversions during fiscal 2023 as compared to prior year.

 

Other (expense) income

 

During the year ended March 31, 2023, we recognized $111 thousand in net other expense, as compared to net other income of $15 thousand in the corresponding prior year period. The change in net other (expense) income is mainly a result of loss upon debt extinguishments during current year. During the three months ended March 31, 2023, we recognized $6 thousand in net other income, as compared to net other loss of $39 thousand in the corresponding prior year quarter.

 

41

 

 

EBITDA and Adjusted EBITDA

 

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

 

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

 

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

 

EBITDA and Adjusted EBITDA                        
    12 months ended March 31, 2023     12 months ended March 31, 2022    

3 months

ended March 31, 2023

   

3 months

ended March 31, 2022

 
    $     $     $     $  
Net loss attributable to common stockholders     (19,533,683 )     (30,219,454 )     (4,857,438 )     (5,981,731 )
Add:                                
Provision for income taxes                        
Interest expense     1,839,159       1,283,570       665,350       380,288  
Depreciation expense     5,953       2,308       1,488       1,488  
EBITDA     (17,688,571 )     (28,933,576 )     (4,190,600 )     (5,599,955 )
                                 
Add (Less)                                
Accretion expense related to convertible note conversion (1)           4,485,143              
Expense (gain) related to convertible note conversion and redemption (2)     71,119       1,155,642       (14,418 )      
Fair value change on derivative liabilities (3)     483,873       683,559       13,902       7,387  
Uplisting transaction expense (4)           946,763              
Other expense related to debt extinguishments (5)     126,158                    
Adjusted EBITDA     (17,007,421 )     (21,662,469 )     (4,191,116 )     (5,592,568 )
                                 
Weighted average number of common shares outstanding     51,957,841       45,449,720       52,394,387       50,650,735  
                                 
Adjusted Loss per Share, Basic and Diluted     (0.327 )     (0.477 )     (0.080 )     (0.110 )

 

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

 

42

 

 

(2) This relates to one-time recognition of expenses reflecting the difference between the book value of the convertible note, relevant unamortized discounts and derivative liabilities derecognized upon conversion, and the fair value of shares that the notes were converted into, or cash paid upon redemption.

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

(4) These are one-time legal, professional and regulatory fees related to uplisting to Nasdaq during Q2 2022.

(5) This relates to the extinguishment loss attributed to convertible note and relevant investor warrant amendments.

 

Net Loss

 

As a result of the foregoing, the net loss attributable to common stockholders for the fiscal year ended March 31, 2023 was $19.5 million compared to a net loss of $30.2 million during the fiscal year ended March 31, 2022.

 

Translation Adjustment

 

Translation adjustment for the fiscal year ended March 31, 2023 was a gain of $616 thousand compared to a loss of $134 thousand for the fiscal year ended March 31, 2022. Translation adjustment was a loss of $10 thousand and $133 thousand, respectively, for the three months ended March 31, 2023 and March 31, 2022. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.

 

Global Economic Conditions

 

Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the COVID-19 pandemic and increased inflation. The general economic and capital market conditions both in the U.S. and worldwide, have been volatile in the past and at times have adversely affected our access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, our future cost of equity or debt capital and access to the capital markets could be adversely affected.

 

The COVID-19 pandemic that began in late 2019 introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse effect on the financial markets. Additionally, our operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the conflict in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates.

 

Liquidity and Capital Resources

 

On March 31, 2023, we had cash deposits in the aggregate of approximately $0.6 million. Management has noted the existence of substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2023 and 2022, respectively, noting the existence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditure may need to be reduced in order to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether.

 

The development and commercialization of our product offerings are subject to numerous uncertainties, and we could use our cash resources sooner than we expect. Additionally, the process of developing our products is costly, and the timing of progress can be subject to uncertainty; our ability to successfully transition to profitability may be dependent upon achieving further regulatory approvals and achieving a level of product sales adequate to support our cost structure. Though we are optimistic with respect to our revenue growth trajectory and our cost control initiatives, we cannot be certain that we will ever be profitable or generate positive cash flow from operating activities.

 

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

 

We generally require cash to:

 

  purchase devices that will be placed in the field for pilot projects and to produce revenue,
     
  launch sales initiatives,
     
  fund our operations and working capital requirements,
     
  develop and execute our product development and market introduction plans,
     
  fund research and development efforts, and
     
  pay any expense obligations as they come due.

 

43

 

 

The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at March 31, 2023, has an accumulated deficit of $112.5 million. On August 30, 2021 the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. On March 31, 2023, the Company has a working capital deficit of $6.4 million (March 31, 2022 – working capital surplus of $10.5 million). Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement.

 

The Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $11,375,690. During fiscal quarter ended June 30, 2021, the Company raised an additional $499,900 through government EIDL loan. During the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loan. In connection with this loan, the Company and Lender also entered into a Guarantee and Collateral Agreement wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders. During the fiscal year ended March 31, 2023, the Company raised convertible notes, net of redemptions of $2,355,318 from various lenders.

 

As we proceed with the commercialization of the Bioflux, Biotres and Biocare products and continue their development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

 

We expect to require additional funds to further develop our business plan, including the continuous commercialization and expansion of the technologies that will form part of its BioSphere eco-system. Based on the current known facts and assumptions, we believe our existing cash and cash equivalents, access to funding sources, along with anticipated near-term debt and equity financings, will be sufficient to meet our needs for the next twelve months from the filing date of this report. We intend to seek and opportunistically acquire additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

 

The following is a summary of cash flows for each of the periods set forth below.

 

   For the Years Ended 
   March 31, 
   2023   2022 
Net cash used in operating activities  $(13,547,935)  $(15,163,384)
Net cash used in investing activities       (29,767)
Net cash provided by financing activities   2,001,603    25,168,230 
Net (decrease) increase in cash  $(11,546,332)  $9,975,079 

 

Net Cash Used in Operating Activities

 

During the fiscal year ended March 31, 2023, we used cash in operating activities in the amount of $13.5 million compared to $15.2 million for the fiscal year ended March 31, 2022. For each of the fiscal years ended March 31, 2023 and March 31, 2022, the cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management’s concerted effort to contain costs while increasing revenues, on the path of achieving break-even.

 

44

 

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was Nil and $30 thousand respectively in the fiscal years ended March 31, 2023 and March 31, 2022.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities was $2.0 million for the fiscal year ended March 31, 2023 compared to $25.2 million for the fiscal year ended March 31, 2022. The financing activities of fiscal 2022 reflected the concurrent capital raise that accompanied the Company’s listing on the Nasdaq Capital Markets Exchange.

 

For the fiscal year ended March 31, 2023, the cash provided by financing activities was primarily from proceeds in connection with the issuance of convertible notes and loans, net of repayments, in the amount of $3.8 million. The financing proceeds were partially offset by the payment of preferred stock dividends in the amount of $0.9 million and by the redemption of preferred stock in the amount of $0.9 million.

 

For the fiscal year ended March 31, 2022, the cash provided by financing activities was primarily due to the issuance of shares from up listing of $14.5 million (net proceeds) and proceeds of $11.7 million from term loans, net of other financing and repayment activities.

 

Critical Accounting Policies 

 

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

 

Revenue Recognition

 

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied.

 

The Bioflux mobile cardiac telemetry device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (technology as a service). The device, together with its licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.

 

45

 

 

The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.

 

The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:

 

    2023     2022  
    $     $  
Technology fees     8,802,032       5,904,393  
Device sales     827,035       995,876  
Service-related and other revenue             750,000  
      9,639,057       7,650,269  

 

The Company recognized the following forms of revenue for the three months ended March 31, 2023 and 2022:

 

   2023   2022 
   $   $ 
Technology fees   2,561,990    1,539,101 
Device sales   180,444    109,641 
Service-related and other revenue        500,000 
    2,742,435    2,148,742 

 

Inventory

 

Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.

 

Significant accounting estimates and assumptions

 

The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, structured notes, convertible debt and conversion liabilities.

 

Fair value of stock options

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.

 

46

 

 

Fair value of warrants
   
   In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.

 

Fair value of derivative liabilities

 

In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used valuation models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.

 

Functional currency

 

Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.

 

Useful life of property and equipment

 

The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.

 

Provisions

 

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

 

Contingencies

 

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

 

Inventory obsolescence

 

Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.

 

47

 

 

Income and other taxes

 

The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

 

When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated statements of financial position, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

 

Incremental borrowing rate for lease

 

The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.

 

Earnings (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2023 and 2022.

 

Cash

 

Cash includes cash on hand and balances with banks.

 

Foreign Currency Translation

 

The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

48

 

 

Accounts Receivable

 

Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

Fair Value of Financial Instruments

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. The Company’s cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:

 

  Office equipment 5 years
  Leasehold improvement 5 years

 

49

 

 

Impairment for Long-Lived Assets

 

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2023 and 2022, the Company believes there was no impairment of its long-lived assets.

 

Leases

 

On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner like previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

 

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. As our lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

 

Research and Development

 

Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

 

50

 

 

Selling, General and Administrative

 

Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.

 

Stock Based Compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

 

Convertible Notes Payable and Derivative Instruments

 

The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 

Preferred Shares Extinguishments

 

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net income.

 

Recently Issued Accounting Pronouncements

 

Refer to “Note 3— Summary of Significant Accounting Policies” to our consolidated financial statements included in “Part I1, Item 8 – Financial Statements and Supplementary Data” in this Annual Report for a discussion of recently issued accounting pronouncements.

 

51

 

 

Off Balance Sheet Arrangements

 

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

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a smaller reporting company.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our financial statements and corresponding notes thereto called for by this item may be found beginning on page F-1 of this Annual Report on Form 10-K.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.

 

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently performed by a small team. The Company plans to expand its management team and build a fulsome internal control framework required by a more complex entity.

 

52

 

 

Management’s Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

As of March 31, 2023, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the criteria established by COSO management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2023.

 

This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm.

 

Limitations on the Effectiveness of Controls

 

Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

 

Changes in Internal Controls

 

There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

53

 

 

PART III

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our executive officers and directors are as follows:

 

Name   Age   Position
Waqaas Al-Siddiq   38  

President, Chief Executive Officer and

Chairman of the Board of Directors

David A. Rosa   58   Director
Ron McClurg   64   Director
Chester White   58   Director
John Ayanoglou   57   Chief Financial Officer

 

Waqaas Al-Siddiq: President, Chief Executive Officer and Chairman of the Board of Directors. Waqaas Al-Siddiq is the founder of iMedical and has been its Chairman and Chief Executive Officer since inception in July 2014. Prior to that, from July 2010 through July 2014, he was the Chief Technology Officer of Sensor Mobility Inc., a Canadian private company engaged in research and development activities within the remote monitoring segment of preventative care and that was acquired by iMedical in August 2014. Mr. Al-Siddiq also provided consulting services with respect to technology strategy during this time. Mr. Al-Siddiq serves as a member of the Board of Directors as he is the founder of iMedical and his current executive position with the Company. We also believe that Mr. Al-Siddiq is qualified due to his experience as an entrepreneur and raising capital.

 

David Rosa: Director. Mr. Rosa has been a director of the Company since May 3, 2016. In addition, he is a director and Chairman of the board for Neuro Event Labs, a privately held company based in Finland that is developing a diagnostic epilepsy video technology. He currently also serves as the CEO and President of NeuroOne, a medical technology company, having served in various capacities since October 2016. He was the CEO and President of Sunshine Heart, a publicly-held early-stage medical device company, from October 2009 through November 2015. From 2008 to November 2009, Mr. Rosa served as CEO of Milksmart, a company that specializes in medical devices for animals. From 2004 to 2008, Mr. Rosa served as the Vice President of Global Marketing for Cardiac Surgery and Cardiology at St. Jude Medical. He is a member of the Board of Directors of QXMedical, a Montreal-based medical device company, and other privately-held companies. We believe Mr. Rosa is qualified to serve as a director due to his senior leadership experience in the medical device industry, and his expertise in market development, clinical affairs, commercialization and public and private financing. as well as his strong technical, strategic and global operating experience.

 

Ronald McClurg: Director. Mr. McClurg is a senior financial executive with over 30 years of experience leading the finance, administrative and IT functions in private and public companies. He has served as Chief Financial Officer of NeuroOne Medical Technologies Corp. (Nasdaq:NMTC) since 2021. . From 2003 to 2019, Mr. McClurg was the Vice President, Finance & Administration and Chief Financial Officer for Incisive Surgical, Inc. Prior to 2002, Mr. McClurg served as Chief Financial Officer of several other publicly-held companies. He serves on the Board of Governors and as Audit Committee Chair of Biomagnetic Sciences, LLC and as Audit Chair of Healthcare Triangle, Inc. (Nasdaq: HTCI). We believe that Mr. McClurg is qualified to serve as a director due to his extensive background in corporate finance.

 

Chester White: Director. Mr. White has 35 years investment management and financial advisory experience investing in and advising emerging growth technology companies in the technology segments including AI, Robotics, Genetics, Mobility, FinTech, MedTech, GreenTech, Internet/Cloud and EnablingTech. He is recognized as one of the top Wallstreet analysts covering the Internet and Cloud segment speaking at industry forums and public venues such as CNBC and CNN. From 1986 to 1996 he served as a VP of Investment at Paine Webber (acquired by UBS) and Dean Witter (acquire by Morgan Stanley). He began his institutional investment career as a sell side analyst in 1996 at LH Friend and SVP of emerging technology equity research at Wells Fargo. He went on to become an MD of Technology Investment Banking at MCF & Co. and Managing Director of Griffin Partners LLC. In 2014 he founded Helios Alpha Fund, LP, an emerging growth technology hedge fund focused on sustainability and innovation. Chet has an MBA from University of Southern California; B.S. in Finance, University of Maryland, Stanford / Coursera Machine Learning, Member of SF CFA Society.

 

John Ayanoglou: Chief Financial Officer. Mr. Ayanoglou has served as our Chief Financial Officer since 2017 and has served as Chief Financial Officer of four other companies during his career, three of which were publicly-listed. Mr. Ayanoglou currently serves as a director of DX Mortgage Investment Corporation (2019), Green Sky Labs (2020) and Omega Wealthguard (2020). From 2011 to 2017, Mr. Ayanoglou served as Executive Vice President of Build Capital. Prior to this, he served as Chief Financial Officer and Senior Vice President of Equitable Group Inc. (TSX: ETC) and its wholly owned subsidiary, Equitable Bank, Canada’s 9th largest bank during the global banking crisis, from 2008 through 2011. Mr. Ayanoglou also served as CFO, Vice President and Corporate Secretary of Xceed Mortgage Corporation (TSX: XMC), from 2004 to 2008. He launched his career in financial services while providing advisory services to clients at PricewaterhousCoopers LLP and working for Scotiabank and TD Bank. He is a chartered accountant and a member of CPA Canada. He received his ICD.D designation from the Institute of Corporate Directors at the Rotman School of Business.

 

There are no family relationships among any of our current officers and directors.

 

54

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal year 2021 were complied with by each person who at any time during the 2021 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following: John Ayanoglou has yet to file Forms 4 reports related to the granting of warrants granted on various dates pursuant to the Company’s compensation agreement to compensate him with 550,000 warrants with an average exercise price of $1.43. The Company expects that the aforementioned forms will be filed as soon as practicable following the filing of this Report on Form 10-K.

 

Board Diversity

 

The table below provides certain highlights of the diversity characteristics of our directors:

 

Board Diversity Matrix (As of June 29, 2023)
Total Number of Directors – 6                
   Female   Male   Non-Binary  

Did Not

Disclose Gender

 
Part I: Gender Identity                    
Directors        4                   
                     
Part II: Demographic Background                    
African American or Black        1           
Alaskan Native or Native American                    
Asian        1           
Hispanic or Latinx                    
Native Hawaiian or Pacific Islander                    
White        3           
Two or More Races or Ethnicities                    
LGBTQ+                    
Did Not Disclose Demographic Background                    

 

55

 

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table set forth certain information as to the compensation paid to the executive officers of the Company and iMedical, its predecessor, for the fiscal years ended March 31, 2023 and March 31, 2022.

 

Name and

Principal Position

 

Fiscal

Year

   Salary   Bonus  

Stock

Awards

  

Option/Warrant

Awards(1)

  

Non-Equity

Incentive Plan

Compensation

  

All Other

Compensation

   Total 
Waqaas Al-Siddiq   2023   $480,000   $ 240,000            $428,757           $12,000   $1,160,757 
Chief Executive Officer   2022   $480,000   $225,000        $169,513               $12,000   $886,513 
                                         
John Ayanoglou   2023   $293,750   $-        $232,537        $12,000   $538,287 
Chief Financial Officer   2022   $300,000   $75,000        $504,910        $12,000   $891,910 

 

  (1) For assumptions made in such valuation, see Note 7 to our audited financial statements included in this Annual report on Form 10-K, commencing on page F-1. Amounts shown as option awards for Mr. Ayanoglou were granted as warrants, while he was not a member of the Company’s options program.

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information about the number of outstanding equity awards held by our named executive officers at March 31, 2023.

 

   Option awards(1)      Stock awards 
Name 

Number of

securities

underlying

unexercised

options (#)

exercisable

  

Number of

securities

underlying

unexercised

options (#)

unexercisable

  

Equity

incentive

plan

awards:

Number of

securities

underlying

unexercised

unearned

options (#)

  

Option

exercise

price ($)

  

Option

expiration

date

 

Number

of

shares

or units

of stock

that

have not

vested

(#)

  

Market

value of

shares

or units

of stock

that have

not vested

as of

12/31/15

($)

  

Equity

incentive

plan

awards:

Number

of

unearned

shares,

units or

other

rights

that have

not

vested

(#)

  

Equity

incentive

plan

awards:

Market

or payout

value of

unearned

shares,

units or

other

rights

that have

not

vested

($)

 
                                    
Waqaas Al-Siddiq   4,149,984    1,450,000         -   $0.81 to $5.44   July 2026 to March 2033        -         -       -       - 
                                            
John Ayanoglou   1,417,294    -    -   $0.45 to $2.40   December 2028 to December 2032   -    -    -    - 

 

  (1) Amounts shown as option awards for Mr. Ayanoglou were granted as warrants, having the same expiration term and rights that are the same or similar to other executive options, while he was not a member of the Company’s options program.

 

56

 

 

Employment Agreements

 

Waqaas Al-Siddiq

 

We entered into an employment agreement with Mr. Al-Siddiq dated as of April 10, 2020. Pursuant to the Employment Agreement, Mr. Al-Siddiq (“Executive”) will continue to serve as the Corporation’s Chief Executive Officer. The term of the Employment Agreement is for 12 months unless it is earlier terminated pursuant to its terms and it shall be automatically renewed for successive one year periods until the Executive or the Company delivers to the other party a written notice of their intent not to renew the employment term at least 30 days prior to the expiration of the then effective employment term. During the term of the Employment Agreement, Executive salary was initially $390,000, subject to any increase approved by the Company’s board. For the years ended March 31, 2022 and 2023, Mr. Al-Sidddiq’s salary was $480,000 per annum. Under the Employment Agreement, the Executive is eligible to earn a cash and/or equity bonus of up to 50% of his then annual salary. In the event that the Executive is terminated without just cause or terminates for good reason (as these terms are defined in the Employment Agreement), the Executive will be entitled to a severance payment equal to 12 months of salary paid on a monthly basis and accrued but unused vacation. Mr. Al-Siddiq is also compensated through period, approved option grants.

 

This summary is qualified in all respects by the actual terms of the employment agreement, which was filed as Exhibit 10.1 to our current report on Form 8-K on April 13, 2020

 

John Ayanoglou

 

In connection with Mr. Ayanoglou’s official appointment as Chief Financial Officer effective as of October 27, 2017, the Company agreed to pay Mr. Ayanoglou an initial base salary of $200,000, subject to approved increases and an approved cash or equity bonus. Mr. Ayanoglou’s base salary for calendar 2021, 2022 and 2023 was set at $300,000. In addition, the Company agreed to grant Mr. Ayanoglou warrants to purchase 200,000 shares of the Company’s common stock, during each year of his tenure, granted in equal quarterly installments starting with the first fiscal quarter of employment. The warrants vest monthly on a pro-rata basis over a period of 12 months, with the same 10-year term and the same rights and protections as executive options awarded under the Company’s 2016 Equity Incentive Plan. As of December 31, 2020, the Company extended the expiry dates for 788,806 previously issued warrants to extend their term from 3 to 10 years in accord with the same term extension made to the options of all other company employees in fiscal 2020. As part of this revision in terms, 288,806 of these same warrants previously issued and expensed were repriced to reflect current market conditions.

 

Corporate Governance

 

The business and affairs of the Company are managed under the direction of our Board of Directors, which is comprised of Mr. Al-Siddiq, Dr. Betts, Ms. Kennedy, Mr. Rosa and Mr. Salmon.

 

Term of Office

 

Directors are appointed to hold office until the next annual general meeting of stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by our Board.

 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. Our bylaws provide that officers are appointed annually by our Board and each executive officer serves at the discretion of our Board.

 

57

 

 

Director Compensation

 

The following table sets forth a summary of the compensation for our non-employee directors during the fiscal years ended March 31, 2023 and March 31, 2022.

 

Name  Year   Fees Earned or Paid in Cash   Stock Awards   Option Awards   Non-Equity Incentive Plan Compensation   Nonqualified Deferred Compensation Earnings   All Other Compensation   Total 
Ronald McClurg   2023   $14,667    -    -         -        -         -   $14,667 
    2022    -    -    -    -    -    -    - 
                                         
David A. Rosa   2023   $58,000              -         -   $58,000 
    2022   $36,000   $85,326   $63,000    -         -   $184,326 
                                         
Chester White (2)     2023     $         -       -       -       -       -     $    
      2022               -               -       -       -          
                                                                 
Steve Salmon (3)   2023   $2,000    -    -    -    -    -   $2,000 
    2022   $24,000    -   $126,000    -    -    -   $150,000 
                                         
Dr. Norman M. Betts (4)   2023   $2,000         -    -    -    -   $2,000 
    2022   $24,000   $126,000    -    -    -    -   $150,000 
                                         
Patricia Kennedy (5)   2023   $14,000    -    -    -    -    -   $14,000 
    2022   $24,000    -   $126,000    -    -    -   $150,000 

 

(1) Mr. McClurg was appointed to the board on May 2, 2022.
(2) Mr. White was appointed to the board on August 11, 2022.
(3) Mr. Salmon resigned from the board on May 2, 2022.
(4) Mr. Betts resigned from the board on August 4, 2022.
(5) Ms. Kennedy resigned from the board on August 4, 2022.

 

Board Committees

 

Our Board of Directors has established three standing committees: an audit committee, a nominating and corporate governance committee, and a compensation committee, which are described below. Members of these committees are elected annually at the regular board meeting held in conjunction with the annual stockholders’ meeting.

 

Audit Committee

 

The Audit Committee, among other things, is responsible for:

 

  selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
     
  helping to ensure the independence and performance of the independent registered public accounting firm;
     
  discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
     
  developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
     
  reviewing our policies on risk assessment and risk management;
     
  reviewing related party transactions;
     
  obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
     
  approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

 

58

 

 

The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the NASDAQ Stock Market. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Ronald McClurg meets the qualifications of an Audit Committee financial expert. The Audit Committee consists of Ronald McClurg, David A. Rosa and Chester White. Ronald McClurg is the chairman of the Audit Committee. Norman Betts was the chairman of the Audit Committee until his resignation from the Board in August 2022. During the fiscal year ended March 31, 2023, the Audit Committee met 4 times.

 

Compensation Committee

 

The functions of the compensation committee include:

 

  reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;
     
  reviewing and recommending that our Board approve the compensation of our directors;
     
  reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers;
     
  administering our stock and equity incentive plans;
     
  selecting independent compensation consultants and assessing conflict of interest compensation advisers;
     
  reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and;
     
  reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

 

The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Compensation Committee consists of David Rosa and Chester White. Dave Rosa is the chairman of the Compensation Committee. During the fiscal year ended March 31, 2023, the Compensation Committee met 2 times. Steve Salmon was a member of the Compensation Committee until his resignation from the Board in May 2022.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee, among other things, is responsible for:

 

  identifying and screening individuals qualified to become members of the Board, consistent with the criteria approved by the Board;
     
  making recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders;
     
  developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board;
     
  overseeing the Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework, including its certificate of incorporation and by-laws; and
     
  developing subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation.

 

59

 

 

The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of David Rosa and Chester White, with David Rosa serving as chairman. During the fiscal year ended March 31, 2023, the Nominating and Corporate Governance Committee met 2 times.

 

Code of Business Conduct and Ethics Policy

 

We adopted a Code of Business Conduct and Ethics as of April 12, 2016, that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Business Conduct and Ethics is available on our website www.biotricity.com.

 

Director Independence

 

We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

 

  The director is, or at any time during the past three years was, an employee of the company;
     
  The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
     
  A family member of the director is, or at any time during the past three years was, an executive officer of the company;
     
  The director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
     
  The director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
     
  The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

 

Under such definitions, Dr. Betts, Steve Salmon, Ms. Kennedy and Mr. Rosa are independent directors.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table shows the beneficial ownership of our common stock as of June 29, 2023 held by (i) each person known to us to be the beneficial owner of more than five percent of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors, director nominees and executive officers as a group.

 

60

 

 

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of common stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of June 29, 2023 are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

 

The following table assumes 52,514,582 shares are outstanding as of June 29, 2023, consisting of 51,047,864 shares of common stock and 1,466,718 Exchangeable Share common stock equivalents. The percentages below assume the exchange by all of the holders of Exchangeable Shares of iMedical for an equal number of shares of our common stock in accordance with the terms of the Exchangeable Shares. Unless otherwise indicated, the address of each beneficial holder of our common stock is our corporate address.

 

Name of Beneficial Owner 

Shares of

Common Stock Beneficially

Owned

  

% of Shares of Common Stock Beneficially

Owned

 
Waqaas Al-Siddiq (1)   9,053,997    15.08%
Isa Khalid Abdulla Al-Khalifa   2,814,594    4.69%
John Ayanoglou (2)   1,458,961    2.43%
David A. Rosa (2)   698,104    * 
Chester White   704,862    * 
Ronald McClurg   10,000    * 
           
All directors and executive officers as a group   11,925,924    19.86%

 

* Less than 1%

 

(1) Includes an option to purchase an aggregate of 4,341,661 of the Company’s shares.

 

(2) Includes warrants that were granted during 2017 to 2023, that are exercisable within 60 days of June 29, 2023.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

None.

 

61

 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table presents the fees for professional audit services for the fiscal years ended March 31, 2022 and March 31, 2022.

 

Fee Category  2023   2022 
Audit Fees (1)  $145,733   $169,250 
Audit-Related Fees (2)          
Tax Fees          
All Other Fees          
Total Fees  $145,733   $169,250 

 

(1) Audit fees consist of audit and review services, consents and review of documents filed with the SEC.
   
(2) Audit-related fees consists of fees for professional services rendered in connection with the Company’s registration statements and offerings.

 

Pre-Approval Policies and Procedures

 

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibit   Description
3.1   Amended and Restated Articles of Incorporation (filed as Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
3.2   Amended and Restated By-Laws (filed as Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
4.1   Certificate of Designation of Preferences, Rights and Limitations of Special Voting Preferred Stock of Biotricity Inc. (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
4.2   Exchangeable Share provisions with respect to the special rights and restrictions attached to Exchangeable Shares (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
4.3   Form of Secured Convertible Debenture due September 21, 2017 (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
4.4   Form of Warrant (filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
4.5   Form of Convertible Promissory Note (filed as Exhibit 4.5 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).
4.6   Form of Warrant (filed as Exhibit 4.6 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).
4.7   Form of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017 and incorporated herein by reference).
4.8   Form of Placement Agent Warrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017 and incorporated herein by reference).
4.9   Form of Promissory Note (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017 and incorporated herein by reference).
4.10   Form of Promissory Note (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2019 and incorporated herein by reference).
4.11   Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2019 and incorporated herein by reference).
4.12   Promissory Note between Biotricity Ic. and Cross River Bank (filed as exhibit 4.12 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 filed with the SEC on July 15, 2020 and incorporated herein by reference).
10.1   Exchange Agreement, dated February 2, 2016, among Biotricity Inc., Biotricity Callco Inc., Biotricity Exchangeco Inc., iMedical Innovation Inc. and the Shareholders of iMedical Innovations Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
10.2   Assignment and Assumption Agreement, dated as of February 2, 2016, by and between Biotricity Inc. and W270 SA (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
10.3   Voting and Exchange Trust Agreement, as of February 2, 2016, among Biotricity Inc., Biotricity Callco Inc., Biotricity Exchangeco Inc. and Computershare filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
10.4   Support Agreement, made as of February 2, 2016, among Biotricity Inc., Biotricity Callco Inc. and Biotricity Exchangeco Inc. (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
10.5*   2016 Equity Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
10.6   Exclusivity & Royalty Agreement, dated as of September 15, 2014, by and between iMedical Innovation Inc. and CardioComm Solutions, Inc. (Filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).
10.7*   Employment Agreement dated April 12, 2016 with Waqaas Al-Siddiq (filed as Exhibit 10.7 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).
10.8   Form of Subscription Agreement for convertible promissory notes and warrants (filed as Exhibit 10.8 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).
10.9   Investment Banking Agreement, as amended (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017 and incorporated herein by reference).
10.10   Form of Subscription Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2017 and incorporated herein by reference).

 

62

 

 

10.11+   Software Development and Services Agreement, dated as of September 15, 2014, by and between iMedical Innovations Inc. and CardioComm Solutions, Inc. (filed as Exhibit 10.11 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on June 29, 2017 and incorporated herein by reference).
10.12   Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 26, 2017 and incorporated herein by reference).
10.13   Purchase Agreement, dated as of June 28, 2018, by and between Biotricity, Inc. and Lincoln Park Capital Fund, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 28, 2018 and incorporated herein by reference).
10.14   Form of Promissory Note (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 15, 2019 and incorporated herein by reference).
10.15   Form of Purchase Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 15, 2019 and incorporated herein by reference).
10.16   Form of Subscription Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2019 and incorporated herein by reference).
10.17   Form of Securities Purchase Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2019 and incorporated herein by reference).
10.18   Form of Exchange Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 13, 2019 and incorporated herein by reference).
10.19   Employment Agreement between the Company and Waqaas Al-Siddiq filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2020 and incorporated herein by reference).
10.20   Form of Subscription Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020 and incorporated herein by reference).
10.21   Form of Convertible Promissory Note (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020 and incorporated herein by reference).
10.22   Form of Warrant filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020 and incorporated herein by reference).
10.23   Form of Registration Rights Agreement filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020 and incorporated herein by reference).
10.24   Form of Subscription Agreement filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2021 and incorporated herein by reference).
10.25   Form of Convertible Promissory Note filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2021 and incorporated herein by reference).
10.26   Form of Registration Rights Agreement filed as Exhibit 10. 4 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2021 and incorporated herein by reference).
10.27   Credit Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2021 and incorporated herein by reference).
10.28   Common Stock Purchase Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2021 and incorporated herein by reference).
10.29   Collateral Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2021 and incorporated herein by reference).
10.30   IP Security Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2021 and incorporated herein by reference).
10.31   At The Market Offering Agreement, by and between the Company and H.C. Wainwright & CO, LLC, dated March 22, 2022 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 22, 2022 and incorporated herein by reference).
10.32   Credit Agreement, by and between the Company and SWK Funding LLC (filed as Exhibit 10.1 to the current report under Form 8-K filled with SEC on December 28, 2021)
14.1   Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).
21.1   List of Subsidiaries (filed as Exhibit 21.1 to the Registrant’s Transition Report on Form 10-KT filed with the SEC on April 13, 2016 and incorporated herein by reference).
23.1   Consent of SRCO Professional Corporation
31.1   Section 302 Certification of Principal Executive Officer
31.2   Section 302 Certification of Principal Financial and Accounting Officer
32.1   Section 906 Certification of Principal Executive Officer
32.2   Section 906 Certification of Principal Financial and Accounting Officer
99.1   Audit Committee Charter
99.2   Compensation Committee Charter
99.3   Nominating and Corporate Governance Committee Charter
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document Accounting Officer
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Indicates management contract or compensatory plan or arrangement.
+ Portions of this document have been omitted and submitted separately with the Securities and Exchange Commission pursuant to a request for “Confidential Treatment”.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

63

 

 

SIGNATURES

 

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the day of June 29, 2023.

 

  BIOTRICITY INC.
     
  By: /s/ Waqaas Al-Siddiq
    Waqaas Al-Siddiq
    Chief Executive Officer and President

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Waqaas Al-Siddiq   Chairman, President and Chief Executive Officer (principal executive officer)   June 29, 2023
Waqaas Al-Siddiq        
         
/s/ John Ayanoglou   Chief Financial Officer (principal financial and accounting officer)   June 29, 2023
John Ayanoglou        
         
/s/ David A. Rosa   Director   June 29, 2023
David A. Rosa        
         
/s/ Chester White   Director   June 29, 2023

Chester White

       
         
/s/ Ronald McClurg   Director   June 29, 2023
Ronald McClurg        

 

64

 

 

Consolidated Financial Statements

Biotricity Inc.

For the years ended March 31, 2023 and 2022

 

Table of Contents

 

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5828) F-1
Consolidated Financial Statements for the years ended March 31, 2023 and 2022:  
Consolidated Balance Sheets F-3
Consolidated Statements of Operations and Comprehensive Loss F-4
Consolidated Statements of Stockholders’ Deficiency F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7 - F-32

 

65

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Biotricity Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Biotricity Inc. and its subsidiary (the Company) as of March 31, 2023 and 2022 and the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows for each of the years in the two-year period ended March 31, 2023 and related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Material Uncertainty Related to Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

F-1

 

 

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Valuation of Derivative Liabilities

 

Critical Audit Matter Description

 

As described further in Notes 5 and 8 to the financial statements, the Company determined that the conversion features and redemption features of its convertible promissory notes, certain warrants, and preferred shares, issued in conjunction with financing arrangements required to be accounted for as derivative liabilities. The derivative liabilities are recorded at fair value when issued and subsequently re-measured to fair value each reporting period. These derivatives require valuation techniques that may include complex models and non-observable inputs, requiring management’s estimation and judgment.

 

How the Critical Audit Matter was Addressed in the Audit

 

To test the valuation of the derivative liabilities, our audit procedures included, among others, reviewing the terms of the underlying instruments, testing management’s process for developing the fair value measurement, evaluating the appropriateness of the methodologies used in the valuation model and testing the reasonableness of the significant assumptions and inputs used. We have also evaluated the financial statement disclosures related to these matters.

 

 

/s/ SRCO Professional Corporation

   

We have served as the Company’s auditor since 2015

Richmond Hill, Ontario, Canada

June 29, 2023

CHARTERED PROFESSIONAL ACCOUNTANTS

Authorized to practice public accounting by the

Chartered Professional Accountants of Ontario

 

F-2

 

 

BIOTRICITY INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)

 

 

  

As at

March 31,

2023

  

As at

March 31,

2022

 
   $   $ 
         
CURRENT ASSETS          
Cash   570,460    12,066,929 
Accounts receivable, net   1,224,137    2,006,678 

Inventories [Note 3]

   2,337,006    842,924 
Deposits and other receivables   588,599    406,280 
Total current assets   4,720,202    15,322,811 
           
Deposits [Note 12]   85,000    85,000 
Long-term accounts receivable   96,344     
Property and equipment [Note 13]   21,506    27,459 
Operating right of use asset [Note 12]   1,587,492    1,242,700 
TOTAL ASSETS   6,510,544    16,677,970 
           
CURRENT LIABILITIES          
Accounts payable and accrued liabilities [Note 4]   5,042,476    2,595,747 
Convertible promissory notes and short term loans [Note 5]   4,774,468    1,540,000 
Derivative liabilities [Note 8]   1,008,216    520,747 
Operating lease obligations, current [Note 12]   335,608    210,320 
Total current liabilities   11,160,768    4,866,814 
           
Federally guaranteed loans [Note 7]   870,800    870,800 
Term loan [Note 6]   12,178,809    11,612,672 
Derivative liabilities [Note 8]   759,065    352,402 
Operating lease obligations [Note 12]   1,386,487    1,120,018 
TOTAL LIABILITIES   26,355,929    18,822,706 
           
STOCKHOLDERS’ DEFICIENCY          
Preferred stock, $0.001 par value, 9,980,000 authorized as at March 31, 2023 and March 31, 2022, 1 share issued and outstanding as at March 31, 2023 and March 31, 2022 [Note 9]   1    1 
Series A preferred stock, $0.001 par value, 20,000 authorized as at March 31, 2023 and March 31, 2022, respectively, 6,304 and 7,200 preferred shares issued and outstanding as at March 31, 2023 and as at March 31, 2022, respectively [Note 9]   6    7 
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2023 and March 31, 2022. Issued and outstanding common shares: 51,047,864 and 49,810,322 as at March 31, 2023 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 outstanding as at March 31, 2023 and March 31, 2022 [Note 9]   52,514    51,277 
Shares to be issued, 23,723 and 123,817 shares of common stock as at March 31, 2023 and March 31, 2022, respectively) [Note 9]   24,999    102,299 
Additional paid-in-capital   92,800,717    91,507,478 
Accumulated other comprehensive loss   (152,797)   (768,656)
Accumulated deficit   (112,570,825)   (93,037,142)
TOTAL STOCKHOLDERS’ DEFICIENCY   (19,845,385)   (2,144,736)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY   6,510,544    16,677,970 

 

Commitments and contingencies [Note 11]

 

Subsequent Events [Note 14]

 

See accompanying notes to consolidated financial statements

 

F-3

 

 

BIOTRICITY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars)

 

  

Year Ended

March 31,

2023

  

Year Ended

March 31,

2022

 
   $   $ 
         
REVENUE   9,639,057    7,650,269 
           
Cost of Revenue   4,197,024    3,080,116 
GROSS PROFIT   5,442,033    4,570,153 
           
OPERATING EXPENSES          
Selling, general and administrative expenses   17,621,865    18,562,369 
Research and development expenses   3,229,879    2,744,587 
TOTAL OPERATING EXPENSES   20,851,744    21,306,956 
LOSS FROM OPERATIONS   (15,409,711)   (16,736,803)
Interest expense   (1,839,159)   (1,283,570)
Accretion and amortization expenses [Note 5,6]   (743,459)   (9,286,023)
Change in fair value of derivative liabilities [Note 8]   (483,873)   (683,559)
Loss upon convertible promissory notes conversion and redemption [Note 9]   (71,119)   (1,155,642)
Other (expense) income   (110,822)   15,120 
NET LOSS BEFORE INCOME TAXES   (18,658,143)   (29,130,477)
           
Income taxes [Note 10]        
NET LOSS BEFORE DIVIDENDS   (18,658,143)   (29,130,477)
           
Adjustment: Preferred Stock Dividends   (875,540)   (1,088,977)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS   (19,533,683)   (30,219,454)
           
Translation adjustment   615,859    (134,470)
           
COMPREHENSIVE LOSS   (18,917,824)   (30,353,924)
           
LOSS PER SHARE, BASIC AND DILUTED   (0.376)   (0.665)
           
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   51,957,841    45,449,720 

 

See accompanying notes to the consolidated financial statements

 

F-4

 

 

BIOTRICITY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(Expressed in US Dollars)

 

                                                   
   Preferred stock   Common stock and exchangeable common shares   Shares to be Issued   Additional paid in capital   Accumulated other comprehensive (loss) income   Accumulated deficit   Total 
   Shares   $   Shares   $   Shares   $   $   $   $   $ 
                                         
Balance, March 31, 2022   7,201    8    51,277,040    51,277    123,817    102,299    91,507,478    (768,656)   (93,037,142)   (2,144,736)
Conversion of convertible notes into common shares [Note 9]           761,038    761            843,161            843,922 
Preferred stock purchased back via cash   (896)   (1)                   (777,174)           (777,175)
Issuance of shares for services [Note 9]           132,202    132            150,286            150,418 
Issuance of warrants for services [Note 9]                           232,526            232,526 
Exercise of warrants for cash [Note 9]           71,792    72    (100,094)   (77,300)   47,228            (30,000)
Exchange of warrants for promissory notes                           (71,768)           (71,768)
Issuance of shares in lieu of convertible note interest [Note 9]           270,270    270            221,351            221,621 
Stock based compensation - ESOP [Note 9]                           647,631            647,631 
Cashless exercise of options [Note 9]           2,240    2            (2)            
Translation adjustment                               615,859        615,859 
Net loss before dividends for the year                                   (18,658,143)   (18,658,143)
Preferred stock dividends                                   (875,540)   (875,540)
Balance, March 31, 2023   6,305    7    52,514,582    52,514    23,723    24,999    92,800,717    (152,797)   (112,570,825)   (19,845,385)
                                                   
Balance, March 31, 2021   8,046    9    39,014,942    39,015    268,402    280,960    56,298,726    (634,186)   (62,817,688)   (6,833,164)
Issuance of common shares for private placement [Note 9]           69,252    69            249,931            250,000 
Issuance of preferred shares for private placement investors [Note 9]   100                        100,000            100,000 
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]                           (17,084)           (17,084)
Issuance of shares from uplisting [Note 9]           5,382,331    5,382            14,540,423            14,545,805 
Conversion of convertible notes into common shares [Note 9]           4,715,346    4,715    (19,263)   (38,460)   15,712,199            15,678,454 
Conversion of preferred shares into common shares [Note 9]   (715)   (1)   288,756    289            633,517            633,805 
Preferred stock purchased back via cash   (230)                       (193,448)           (193,448)
Issuance of shares for services [Note 9]           701,688    702    (250,000)   (242,500)   1,656,247            1,414,449 
Exercise of warrants for cash [Note 9]           658,355    658    123,678    102,299    873,285            976,242 
Issuance of warrants for services [Note 9]                           740,156            740,156 
Stock based compensation - ESOP [Note 9]                           913,613            913,613 
Cashless exercise of warrants           446,370    447    1,000        (87)           360 
Translation adjustment                               (134,470)       (134,470)
Net loss before dividends for the year                                   (29,130,477)   (29,130,477)
Preferred stock dividends                                   (1,088,977)   (1,088,977)
Balance, March 31, 2022   7,201    8    51,277,040    51,277    123,817    102,299    91,507,478    (768,656)   (93,037,142)   (2,144,736)

 

See accompanying notes to the consolidated financial statements

 

F-5

 

 

BIOTRICITY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US dollars)

 

  

Year Ended

March 31, 2023

  

Year Ended

March 31, 2022

 
   $   $ 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss before dividends   (18,658,143)   (29,130,477)
Adjustments to reconcile net loss to net cash used in operations          
Stock based compensation   647,631    913,613 
Issuance of shares for services   150,418    1,414,449 
Issuance of warrants for services, at fair value   232,526    541,443 
Accretion and amortization expense   743,459    9,286,023 
Change in fair value of derivative liabilities   483,873    683,559 
Loss upon convertible promissory notes conversion and redemption   71,119    1,155,642 
Loss on debt and warrant modification [Note 5]   126,158     
Property and equipment depreciation   5,953    2,308 
Non-cash lease expenses   340,307    87,639 
Changes in operating assets and liabilities:          
Accounts receivable, net   686,197    (435,484)
Inventories   (1,494,082)   (570,431)
Deposits and other receivables   (224,819)   (60,665)
Accounts payable and accrued liabilities   3,341,468    948,997 
Net cash used in operating activities   (13,547,935)   (15,163,384)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Property and equipment       (29,767)
Net cash used in investing activities       (29,767)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Issuance of common shares, net       250,000 
Issuance of preferred shares, net       100,000 
Redemption of preferred shares   (895,556)   (230,000)
Exercise of warrants for cash   12,500    872,292 
Federally guaranteed loans       499,900 
Proceeds from convertible notes, net   2,355,318     
Proceeds from (repayment of) promissory note and short term loan, net   1,476,121    (1,660,220)
Issuance of shares from uplisting       14,545,805 
Term loan, net      11,756,563 
Preferred stock dividend   (946,780)   (966,110)
Net cash provided by financing activities   2,001,603    25,168,230 
           
Effect of foreign currency translation   49,863    (109,712)
Net (decrease) increase in cash during the year   (11,546,332)   9,975,079 
Cash, beginning of year   12,066,929    2,201,562 
Cash, end of year   570,460    12,066,929 
           
Supplemental disclosure of cash flow information:          
Interest paid   1,651,546    553,265 
Taxes        

 

See accompanying notes to the consolidated financial statements

 

F-6

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

1. NATURE OF OPERATIONS

 

Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016.

 

Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted to building and commercializing an ecosystem of technologies that enable access to this market.

 

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”).

 

The consolidated financial statements of the Company have been prepared on a historical cost basis except derivative liabilities which are carried at fair value.

 

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

 

Reclassifications

 

Certain amounts presented in the prior year period have been reclassified to conform to current period consolidated financial statement presentation. Interest expense related to debt principal, previously recorded as a selling, general and administrative expense in the consolidated statements of operations and comprehensive loss in the prior year, was reclassified as a non-operating expense.

 

Going Concern, Liquidity and Basis of Presentation

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at March 31, 2023, had an accumulated deficit of $112,570,825 and a working capital deficiency of $6,440,566. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

 

Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. On August 30, 2021, the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement. As such, the Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $11,375,690. During fiscal quarter ended June 30, 2021, the Company raised an additional $499,900 through government EIDL loan. During the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loans. In connection with this loan, the Company and Lender also entered into a Guarantee and Collateral Agreement wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders. During the fiscal year ended March 31, 2023, the Company raised convertible notes, net of redemptions of $2,355,318 from various lenders.

 

F-7

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

As we proceed with the commercialization of the Bioflux, Biotres, and Biocare product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

 

Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

 

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China and spread globally, causing significant disruption to the global and US economy. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. Though its operations have since returned to a normal state, the extent to which the COVID-19 pandemic may continue to affect the economy and the Company’s operations may depend on future developments.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.

 

F-8

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.

 

The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.

 

The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:

 

   2023   2022 
   $   $ 
Technology fees   8,802,032    5,904,393 
Device sales   837,025    995,876 
Service-related and other revenue   -    750,000 
Revenue   9,639,057    7,650,269 

 

Inventories

 

Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.

 

   2023   2022 
   $    $ 
Raw material   1,186,735    468,454 
Finished goods   1,150,271    374,470 
           
Inventories   2,337,006    842,924 

 

Significant accounting estimates and assumptions

 

The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, promissory notes, convertible notes and derivative liabilities.

 

F-9

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Fair value of stock options

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.

 

Fair value of warrants

 

In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.

 

Fair value of derivative liabilities

 

In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.

 

Functional currency

 

Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.

 

Useful life of property and equipment

 

The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.

 

Provisions

 

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

 

Contingencies

 

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

 

Inventory obsolescence

 

Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.

 

F-10

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Income and other taxes

 

The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

 

When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

 

Incremental borrowing rate for lease

 

The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.

 

Earnings (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

 

F-11

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Cash

 

Cash includes cash on hand and balances with banks.

 

Foreign Currency Translation

 

The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Accounts Receivable

 

Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

Fair Value of Financial Instruments

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

F-12

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

The fair value of financial instruments measured on a recurring basis is as follows (in thousands):

 

   As of March 31, 2023 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $1,008,216   $   $   $1,008,216 
Derivative liabilities, long-term   759,065            759,065 
Total liabilities at fair value  $1,767,281   $   $   $1,767,281 

 

   As of March 31, 2022 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $520,747   $   $   $520,747 
Derivative liabilities, long-term   352,402            352,402 
Total liabilities at fair value  $873,149   $   $   $873,149 

 

There were no transfers between fair value hierarchy levels during the years ended March 31, 2023 and 2022.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:

 

  Office equipment 5 years
  Leasehold improvement 5 years

 

Impairment for Long-Lived Assets

 

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2023 and 2022, the Company believes there was no impairment of its long-lived assets.

 

F-13

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Leases

 

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.

 

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

 

Research and Development

 

Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

 

Selling, General and Administrative

 

Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.

 

Stock Based Compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

 

F-14

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Convertible Notes Payable and Derivative Instruments

 

The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 

Preferred Shares Extinguishments

 

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss.

 

Recently Issued Accounting Pronouncements  

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

 

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

 

F-15

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

  

As at

March 31, 2023

  

As at

March 31, 2022

 
   $   $ 
Trade and other payables   3,435,123    1,159,477 
Accrued liabilities   1,607,353    1,436,270 
Accounts payable and accrued liabilities   5,042,476    2,595,747 

 

Trade and other payables and accrued liabilities as at March 31, 2023 and 2022 included $446,771 and $2,851, respectively, due to a shareholder, who is a director and executive of the Company.

 

5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

 

   2023   2022 
   Fiscal Year 
   2023   2022 
    $    $ 
Balance, beginning of year   1,540,000    2,617,798 
Conversion to common shares (Note 9)   (555,600)   (10,309,000)
Redemption of convertible notes   (126,680)    
Convertible note extinguishment   (500,000)    
New issuance of convertible note, net of discounts   2,335,243     
New issuance of short-term loan and promissory notes, net of discounts   2,444,480     
Repayment of short-term loans   (440,470)    
Accretion and amortization of discounts   77,495    9,231,202 
Balance, end of year   4,774,468    1,540,000 

 

Interest expense on the above debt instruments was $111,040 and $546,878 for the years ended March 31, 2023 and 2022, respectively.

 

Series A Convertible Promissory Notes:

 

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

 

For first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of Common Stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price).

 

F-16

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

For the first series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest.

 

For second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date

 

For the second series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest.

 

The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing.

 

The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes.

 

Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $10,135,690 after payment of the relevant financing related fees.

 

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $1.06 per share.

 

Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features.

 

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

 

F-17

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

As of March 31, 2023, the remaining unamortized discount on Series A convertible notes was $49,393.

 

As of March 31, 2023, the Company recorded $74,912 of interest accruals for the Series A Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Series B Convertible Notes

 

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

 

Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice.

 

The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is $1.06 per share for 100,000 warrant shares and $1.5 per share for 212,500 warrant shares.

 

Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features.

 

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

 

F-18

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

During the year ended March 31, 2022, $472,500 (face value) of Series B Notes were converted into 207,516 common shares. As at March 31, 2022, $840,000 of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.

 

During the year ended March 31, 2023, $555,600 (face value) of Series B Notes were converted into 761,038 common shares (Note 9 d).

 

During the year ended March 31, 2023, $126,680 (face value) of Series B Notes were redeemed by cash payment of $145,682. The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note, was $24,408, and was recognized as a gain upon convertible note repayment.

 

As of March 31, 2023, the Company recorded accrued interest in the amount of $84,863 related to the Series B Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

In total, as at March 31, 2023, the Company had issued $821,500 and $157,720 for Series A and Series B notes, respectively, out of which $200,000 and $157,720 for Series A and Series B notes remained outstanding beyond their contractual maturity date. These continued to accrue interest, and no repayment demand notification was received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently; and it is management’s expectation that all of these notes will eventually convert. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Series C Convertible Notes

 

During the three months ended March 31, 2023, the Company issued $590,000 (face value) in convertible promissory notes (the “Series C Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 15% per annum.

 

For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Conversion Amount”) could be converted into that number of shares of Common Stock equal to: the Conversion Amount divided by the “Optional Conversion Price”, which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

 

For Series C Notes, “Mandatory Conversion” of the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive Trading Days (the “Measurement Period”) (A) the closing price of the Common Stock on the applicable Trading Market is at least $3.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

 

The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time final closing.

 

The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes.

 

F-19

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing.

 

Net proceeds to the Company from Series C Notes issuance up to March 31, 2023 amounted to $501,000 after payment of the relevant financing related fees.

 

Prior to the final closing date, the Company determined that the conversion features contained in those Note, as well as the obligations to issue investor warrants and placement agent warrants represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion features, as well as the obligations related to investor warrant and placement agent warrant issuance.

 

For the Series C Notes, The Company recognized debt issuance costs of $89,000 and treated these as debt discounts. The Company also recognized additional debt discount in the amount of $501,000 in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note, and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the Notes. Since total debt discount amount cannot exceed total gross proceeds, the Company recognized $184,417 accretion expenses up front, which represents the amount of total derivative liabilities upon initial recognition of $685,417 less net proceeds of Series C Notes of $501,000.

 

As of March 31, 2023, the Company recorded accrued interest in the amount of $2,598 related to the Series C Notes.

 

As of March 31, 2023, the remaining unamortized discount on Series C convertible notes was $578,589.

 

Other Convertible Notes

 

On January 23, 2023, the Company issued $2,000,000 (face value) in convertible promissory notes (the “Other Convertible Notes”) to an accredited investor. The Notes mature 18 months from the issuance date. This note bears interest rate at a fixed rate of 10% in the form of stock with a striker price equal to the closing stock price on the note issuance date. Therefore, the Company issued 270,270 units of common stock in lieu of interest on this convertible note. These stocks were valued at $221,621 and was recognized as a deferred cost on the convertible note, recorded as a contra liability against the convertible note, and was amortized and recognized as accretion expense using the effective interest rate method over the remaining lives of the Other Convertible Notes.

 

The conversion of the Other Convertible Notes is automatic upon a Qualified Financing which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the note holder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes.

 

As of March 31, 2023, the remaining unamortized discount on Other Convertible Notes was $186,404.

 

Other Short-term loans and Promissory Notes

 

In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $13,995 ($560,000 in the aggregate). As of March 31, 2023, the amount of principal outstanding was $275,462. The remaining unamortized issuance cost discount was $6,142. The Company has an option to repay the loan earlier to receive a discount on total repayment. If the Company repays within 30 days, the total repayment is $512,000. If the Company repays within 60 days, the total repayment is $520,000. If the Company repays within 90 days, the total repayment is $528,000.

 

F-20

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

In December 2022, the Company also entered into a short term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs in the amount of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $29,556 ($13,999 for the first four weeks, and $1,120,000 in the aggregate). As of March 31, 2023, the amount of principal outstanding under this agreement was $620,418 and the remaining unamortized issuance cost discount was $20,800. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $920,000 if repaid within 30 days, $944,000 if repaid within 60 days, $968,000 if repaid within 90 days, $1,000,000 if repaid within 120 days, and $1,088,000 if repaid within 150 days.

 

In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matures on December 15, 2023, when the Principal Amount is due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of March 31, 2023, the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $12,312.

 

On December 30, 2022, the Company extinguished 306,604 warrants (Note 9f) that were originally issued to Series A Convertible Note holders, and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has principal balance of $270,000, stated interest of zero, and matures on June 30, 2023. The Company is obligated to repay 50% of the principal balance on March 31, 2023, and the rest of the promissory notes on the maturity date. The fair value of this new promissory note was $248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and will be amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. The difference between these fair values is $176,711, and was recognized as other expense on the income statement. As of March 31, 2023, the obligation to repay 50% of the principal balance was waived and amount of principal outstanding on the note was $270,000, and the remaining unamortized discount was $7,304.

 

On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $300,000, prior to the deduction of issuance costs in the amount of $12,000. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $5,250 for the first four weeks, and $11,083 for the remaining 36 weeks, which is $420,000 in aggregate. As of March 31, 2023, the amount of principal outstanding under this agreement was $300,000 and the remaining unamortized issuance cost discount was $12,000. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $345,000 if repaid within 30 days, $354,000 if repaid within 60 days, $363,000 if repaid within 90 days and $375,000 if repaid within 120 days.

 

6. TERM LOAN AND CREDIT AGREEMENT

 

Term Loan

 

On December 21, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’); as part of this, the Company has borrowed $12.4 million, with a maturity date of December 21, 2026. The principal will accrue interest at the LIBOR Rate plus 10.5% per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due on each February, May, August and November commencing February 15, 2022. Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances. Pursuant to the Credit Agreement the Company is subject to an Origination Fee in the amount of $120,000. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $600,000. 

 

F-21

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

As part of the loan transaction, the Company paid legal and professional costs directly in connection to the debt financing in the amount of $50,000 in cash.

 

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

 

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

 

Total costs directly in connection to the loan and fair value of warrants was in the amount of $1,042,149. And such costs were accounted as debt discount, and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. For the years ended March 31, 2023 and 2022, the amortization of debt discount expense was $202,138 and $54,822 respectively.

 

Total interest expense on the term loan for the years ended March 31, 2023 and 2022 $1,646,903 and $379,500, respectively. During November 2022, the unpaid interest of $364,000 was added to the outstanding principal balance, since then interest onwards would be calculated on the updated principal balance.

 

The Company had accrued interest payable of $239,614 and $164,833, respectively, as of March 31, 2023 and March 31, 2022.

 

The Company and Lender also entered into a Guarantee and Collateral Agreement (“Collateral Agreement”) wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 (the “IP Security Agreement”) wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property.

 

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

 

At March 31, 2023, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender. 

 

7. FEDERALLY GUARANTEED LOAN

 

Economic Injury Disaster Loan (“EIDL”)

 

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

 

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

 

As of March 31, 2023, the Company recorded accrued interest of $65,247 for the EIDL loan (March 31, 2022: $44,233).

 

Interest expense on the above loan was $32,654 and $44,233 for the years ended March 31, 2023 and 2022, respectively.

 

F-22

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

8. DERIVATIVE LIABILITIES

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value.

 

  

Fiscal Year 2023

$

  

Fiscal Year 2022

$

 
Derivative liabilities, beginning of year   352,402    410,042 
New issuance   -    17,084 
Change in fair value of derivatives during the Year   459,699    398,111 
Reduction due to preferred shares redeemed   (53,036)   (472,835)
Derivative liabilities, end of year   759,065    352,402 

 

F-23

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

 

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

 

   Fiscal Year   Fiscal Year 
   2023   2022 
Dividend yield (%)   12    12 
Risk-free rate for term (%)   1.90 4.40    1.63 - 1.71 
Volatility (%)   82.2 108.2    101.7 - 110.5 
Remaining terms (Years)   0.5 1.12    3.17 - 4.00 
Stock price ($ per share)   0.451.77    2.27 - 3.98 

 

In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity.

 

  

Fiscal Year 2023

$

  

Fiscal Year 2022

$

 
         
Balance beginning of year   520,747    3,633,856 
New Issuance   685,417      
Conversion to common shares   (192,794)   (3,398,557)
Change in fair value of derivative liabilities   24,174    285,448 
Convertible note modification   14,082     
Convertible note redemption   (43,410)    
Balance end of year   1,008,216    520,747 

 

The Monte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:

 

    Fiscal Year    Fiscal Year 
    2023    2022 
Risk-free rate for term (%)   4.104.70    0.40 - 1.37 
Volatility (%)   92.294.5    66.1 - 80.3 
Remaining terms (Years)   1.34 1.59    0.12 - 0.29 
Stock price ($ per share)   0.46 0.78    2.27 - 3.98 

 

9. STOCKHOLDERS’ DEFICIENCY

 

(a)Authorized and Issued Stock

 

As at March 31, 2023, the Company is authorized to issue 125,000,000 (March 31, 2022 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2022 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2022 – 20,000) are designated shares of Series A preferred stock ($0.001 par value)

 

At March 31, 2023, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 52,514,582 (2022 – 51,277,040) shares; these were comprised of 51,047,864 (2022 – 49,810,322) shares of common stock and 1,466,718 (2022 – 1,466,718) exchangeable shares. At March 31, 2023, there were 6,304 Series A shares of Preferred Stock that were issued and outstanding (2022 – 7,200). There is also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement and outstanding as at March 31, 2023 and 2022.

 

F-24

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

(b) Exchange Agreement

 

On February 2, 2016, the Company was formed through reverse-take-over:

 

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

 

Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

 

(c) Series (A) Preferred Stock

 

The number of Series A Preferred Stock issued and outstanding as of March 31, 2023 and 2022 was 6,304 and 7,200, respectively.

 

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

 

Preferred Stock Dividends

 

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

 

F-25

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Conversion

 

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

 

Other Adjustments and Rights

 

  ● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization.
   
  ● The Holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis.

 

Company Redemption

 

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

 

(d) Share issuances

 

Share issuances during the year ended March 31, 2022

 

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

 

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

 

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

 

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

 

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

 

F-26

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

Share issuances during the three months ended June 30, 2022

 

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

 

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

 

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

 

Share issuances during the three months ended September 30, 2022

 

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

 

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

 

Share issuances during the three months ended December 31, 2022

 

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

 

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

 

Share issuances during the three months ended March 31, 2023

 

During the three months ended March 31, 2023, the Company issued 2,240 common shares in connection with a cashless exercise of options. The Company recognized $2 of common shares and debited additional paid in capital for $2.

 

F-27

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

In addition, the Company issued 270,270 common shares in lieu of interest payment for a new convertible note (Note 5). The fair value of the shares issued was $221,621, which was determined based on closing stock price on the date of share issuance approval. The fair value of shares issued was recognized as a deferred cost, a contra liability to convertible notes, with a corresponding credit to additional paid in capital.

 

(e) Shares to be issued

 

During the year ended March 31, 2023, the Company issued 100,094 shares in satisfaction of its obligation of shares to be issued, and moved $77,300 out of the shares to be issued account into the additional paid in capital account. As at March 31, 2023, the Company has 23,723 outstanding shares remaining to be issued in connection with warrant exercises in prior fiscal year.

 

(f) Warrant issuances, exercises and other activity

 

Warrant exercises and issuances during the year ended March 31, 2022

 

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

 

During the year ended March 31, 2022, the Company issued 212,594 warrants, including 25,000 as compensation for advisor and consultant services, and 187,594 as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $541,443, and recognized as selling, general and administrative expenses, with a corresponding credit to additional paid-in capital.

 

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

 

During the year ended March 31, 2022, the Company issued 373,404 share purchase warrants to underwriter. The warrants were not considered as a derivative instrument and were accounted as additional paid-in capital along with the uplisting transaction. The warrants were fair valued at $900,371. The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date August 26, 2026, exercise price $3.75, rate of returns 0.77%, and volatility 111.9%.

 

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

 

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

 

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

 

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

 

F-28

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

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

 

Warrant issuances during the three months ended March 31, 2023

 

None.

 

Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2023 and 2022 as follows:

 

Warrant activity during the years ended March 31, 2023 and 2022 is indicated below: 

 

   Broker Warrants   Consultant and Noteholder Warrants   Warrants Issued on Convertible Notes   Total 
As at March 31, 2021   1,258,495    2,130,555    7,766,652    11,155,702 
Expired/cancelled   (150,841)   (298,333)   -    (449,174)
Exercised   (662,389)   (242,500)   (555,029)   (1,459,918)
Issued   430,940    212,594    -    643,534 
As at March 31, 2022   876,205    1,802,316    7,211,623    9,890,144 
Expired/cancelled   (37,134)   (517,583)   (1,563,980)   (2,118,697)
Exercised          (318,396)   (318,396)
Issued      390,894        390,894 
As at March 31, 2023   839,071    1,675,627    5,329,247    7,843,945 
Exercise Price  $ 1.06 to $6.26   $0.45 to $3.15   $1.06 to $1.50      
Expiration Date   August 2026 to January 2031    April 2023 to Dec 2032    January 2024 to February 2024      

 

(g) Stock-based compensation

 

2016 Equity Incentive Plan

 

On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards.

 

F-29

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase.

 

During the year ended March 31, 2023, the Company granted 1,713,937 stock options (2022: 596,458 options) with a weighted average grant date exercise price of $1.1007 (2022: $1.5272). The Company recorded stock-based compensation of $647,631 (2022: $913,613) in connection with ESOP 2016 Plan under selling, general and administrative expenses with corresponding credit to additional paid in capital.

 

As of March 12, 2023, the Company cancelled 1,300,000 of stock options that belongs to CEO (original grant date January 16, 2018, exercise price $5.44, expiry date January 17, 2028) and granted new stock options to the CEO in unit numbers of 350,000, 350,000 and 1,000,000 (exercise price $1.25, $1.75 and $0.81, respectively, expiry date March 12, 2033). The company accounted for this transaction as a stock option modification in accordance to guidance in ASC 718, and recognized an expense of $246,647 immediately upon modification date as a result of such modification. This expense is included in total stock-based compensation expense for the year ended March 31, 2023.

 

The following table summarizes the stock option activities during the fiscal year ended March 31, 2023:

 

  

Number of

Options

  

Weighted

Average

Exercise

Price

  

Weighted Average

Remaining

Contractual

Term (years)

  

Aggregate

Intrinsic

Value(1)

 
                     
Outstanding at March 31, 2022   7,409,714   $2.3466    5.75   $ 567,584  
Granted   1,713,937   $1.1007    9.95     -  
Exercised   (2,240)  $0.7400    -     -  
Expired   (1,333,982)  $5.1150    4.83     -  
Forfeited   (199,520)  $1.0830    6.86     -  
Outstanding at March 31, 2023   7,587,909   $1.5487    6.30   $ 8,185,321  
Vested and expected to vest at March 31, 2023   7,587,909   $1.5487    6.30   $ 8,185,321  
Vested and exercisable at March 31, 2023   5,763,126   $1.6830    5.54   $ 6,990,741  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $0.47 and $2.27 per share, respectively.

 

The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31: 

 

   2023   2022 
Exercise price ($)   0.452.27    2.40-3.98 
Risk free interest rate (%)   

2.204.40

    0.34 2.32 
Expected term (Years)   

10.0

    2.0 10.0 
Expected volatility (%)   

71121.2

    106.6 129.9 
Expected dividend yield (%)   

0.00

    0.00 
Fair value of option ($)   

0.361.995

    1.19 3.52 
Expected forfeiture (attrition) rate (%)   

0.00

    0.00 

 

F-30

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

2023 Equity Incentive Plan and the Employee Stock Purchase Plans

 

On March 31, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of 5,000,000 shares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the Company’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has been issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan.

 

The Company also adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”). In no event can any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.

 

There were no issuances under either the 2023 Plan or the ESPP as of March 31, 2023 and 2022.

 

10. INCOME TAXES

 

Income taxes

 

The provision for income taxes differs from that computed at combined corporate tax rate of approximately 26% as follows:

 

Income tax recovery

 

  

Year ended

March 31, 2023

  

Year ended

March 31, 2022

 
   $   $ 
Net loss   (18,658,143)   (29,130,477)
           
Expected income tax recovery   (4,851,117)   (7,573,924)
Non-deductible expenses   648,813    3,645,962 
Other temporary differences   (4,160)   (24,972)
Change in valuation allowance   4,206,464    3,952,934 
Income tax recovery        

 

Deferred tax assets

 

   As at
March 31, 2023
   As at
March 31, 2022
 
   $   $ 
Non-capital loss carry forwards   15,421,255    11,214,790 
Other temporary differences   12,123    16,283 
Valuation allowance   (15,433,378)   (11,231,073)
Deferred tax assets        

 

As of March 31, 2023 and 2022, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets.

 

As of March 31, 2023 and 2022, the Company has approximately $59,312,517 and $43,133,807, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2035 to 2039.

 

As of March 31, 2023, and 2022 the Company was not subject to any uncertain tax positions.

 

11. COMMITMENTS AND CONTINGENCIES

 

There are no claims against the Company that were assessed as significant, which were outstanding as at March 31, 2023 and, consequently, no provision for such has been recognized in the consolidated financial statements.

 

F-31

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

12. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS

 

The Company has one operating lease primarily for office and administration.

 

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

 

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

 

   2023     2022 
Right of Use Asset  $     $ 
Beginning balance at March 31   1,242,700       66,120 
New leases   685,099       1,308,731 
Amortization   (340,307 )     (132,151)
Ending balance at March 31   1,587,492       1,242,700 

 

   2023     2022 
Lease Liability  $     $ 
Beginning balance at March 31   1,330,338       58,257 
New leases   685,099       1,308,731 
Repayment and interest accretion   (293,342 )     (36,650)
Ending balance at March 31   1,722,095       1,330,338 
              
Current portion of operating lease liability   335,608       210,320 
Noncurrent portion of operating lease liability   1,386,487       1,120,018 

 

The operating lease expense was $405,496 for the year ended March 31, 2023 (2022: $293,888) and included in the selling, general and administrative expenses.

 

The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2023:

 

Calendar year  $ 
Calendar year  $ 
2023   394,214 
2024   552,293 
2025   600,288 
2026   565,359 
2027 and beyond   - 
Total undiscounted lease liability   2,112,154 
Less imputed interest   (390,059)
Total   1,722,095 

 

13. PROPERTY AND EQUIPMENT

 

During the year-ended March 31, 2022, the Company purchased leasehold improvements of $12,928 (useful life: 5 years) as well as furniture & fixtures of $16,839 (useful life: 5 years). There were no purchases of property and equipment during the fiscal year ended March 31, 2023. The Company recognized depreciation expense for these assets in the amount of $5,953 and $2,308 during the years ended March 31, 2023 and 2022, respectively.

 

Cost  Office equipment   Leasehold improvement   Total 
   $   $   $ 
Balance at March 31, 2021            
Additions   16,839    12,928    29,767 
Balance at March 31, 2022   16,839    12,928    29,767 
Additions            
Balance at March 31, 2023   16,839    12,928    29,767 

 

Accumulated depreciation  Office equipment   Leasehold improvement   Total 
   $   $   $ 
Balance at March 31, 2021            
Depreciation for the year   1,308    1,000    2,308 
Balance at March 31, 2022   1,308    1,000    2,308 
Depreciation for the year   3,367    2,586    5,953 
Balance at March 31, 2023   4,675    3,586    8,261 
                
Net book value               
Balance at March 31, 2022   15,531    11,928    27,459 
Balance at March 31, 2023   12,164    9,432    21,506 

 

14. SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to June 29, 2023, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:

 

During the period from April 1 to June 29, 2023, the following events occurred:

 

  The Company issued a further $1 million (face value) Series C Notes, which are convertible promissory notes sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 15% per annum. For additional information, please see Note 5 – Convertible Promissory Notes and Short Term Loans.
  The Company entered into a secured revolving account purchase credit and inventory financing facility with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. On June 29, 2023, the Company had drawn $0.8 million in accounts receivable financing and $0.3 million in inventory financing.

 

F-32

 

 

 

EX-23.1 2 ex23-1.htm

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-262288) of Biotricity Inc. and its subsidiary of our report dated June 29, 2023 relating to the audited consolidated financial statements of Biotricity Inc., which appear in this Form 10-K.

 

  /s/ SRCO Professional Corporation
   
  CHARTERED PROFESSIONAL ACCOUNTANTS
Richmond Hill, Ontario, Canada Authorized to practice public accounting by the
June 29, 2023 Chartered Professional Accountants of Ontario

 

 

 

EX-31.1 3 ex31-1.htm

 

Exhibit 31.1

 

BIOTRICITY, INC.

 

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Waqaas Al-Siddiq, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Biotricity, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
   
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
  (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
  (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
   
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
   
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: June 29, 2023  
   
  /s/ Waqaas Al-Siddiq
  Waqaas Al-Siddiq
  Chief Executive Officer
  (principal executive officer)

 

 

 

EX-31.2 4 ex31-2.htm

 

Exhibit 31.2

 

BIOTRICITY, INC.

 

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, John Ayanoglou, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Biotricity, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
   
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
  (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
  (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
   
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
   
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: June 29, 2023  
   
  /s/ John Ayanoglou
  John Ayanoglou
  (principal financial officer and principal accounting officer)

 

 

 

EX-32.1 5 ex32-1.htm

 

Exhibit 32.1

 

BIOTRICITY, INC.

 

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of Biotricity Inc. (the “Company”) for the fiscal year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Waqaas Al-Siddiq, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: June 29, 2023  
   
  /s/ Waqaas Al-Siddiq
  Waqaas Al-Siddiq
  Chief Executive Officer
  (principal executive officer)

 

 

 

EX-32.2 6 ex32-2.htm

 

Exhibit 32.2

 

BIOTRICITY, INC.

 

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of Biotricity, Inc. (the “Company”) for the fiscal year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Ayanoglou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: June 29, 2023  
   
  /s/ John Ayanoglou
  John Ayanoglou
  (principal financial officer and principal accounting officer)

 

 

 

GRAPHIC 7 ex23-1_001.jpg begin 644 ex23-1_001.jpg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form10-k_001.jpg begin 644 form10-k_001.jpg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end GRAPHIC 9 form10-k_002.jpg begin 644 form10-k_002.jpg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end EX-101.SCH 10 btcy-20230331.xsd XBRL SCHEMA FILE 00000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Consolidated Statements of Operations and Comprehensive Loss link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Consolidated Statements of Stockholders' Deficiency link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - NATURE OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - TERM LOAN AND CREDIT AGREEMENT link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - FEDERALLY GUARANTEED LOAN link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - DERIVATIVE LIABILITIES link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - STOCKHOLDERS’ DEFICIENCY link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - INCOME TAXES link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - PROPERTY AND EQUIPMENT link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - DERIVATIVE LIABILITIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - STOCKHOLDERS’ DEFICIENCY (Tables) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - PROPERTY AND EQUIPMENT (Tables) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - SCHEDULE OF REVENUE RECOGNITION (Details) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - SCHEDULE OF INVENTORIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - SCHEDULE OF CONVERTIBLE NOTES (Details) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - TERM LOAN AND CREDIT AGREEMENT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - FEDERALLY GUARANTEED LOAN (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000041 - Disclosure - SCHEDULE OF DERIVATIVE LIABILITIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000042 - Disclosure - SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) link:presentationLink link:calculationLink link:definitionLink 00000043 - Disclosure - DERIVATIVE LIABILITIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000044 - Disclosure - SCHEDULE OF WARRANTS OUTSTANDING (Details) link:presentationLink link:calculationLink link:definitionLink 00000045 - Disclosure - SCHEDULE OF STOCK OPTION ACTIVITIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000046 - Disclosure - SCHEDULE OF STOCK OPTION ACTIVITIES (Details) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000047 - Disclosure - SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) link:presentationLink link:calculationLink link:definitionLink 00000048 - Disclosure - STOCKHOLDERS’ DEFICIENCY (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000049 - Disclosure - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) link:presentationLink link:calculationLink link:definitionLink 00000050 - Disclosure - SCHEDULE OF DEFERRED TAX ASSETS (Details) link:presentationLink link:calculationLink link:definitionLink 00000051 - Disclosure - INCOME TAXES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000052 - Disclosure - SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details) link:presentationLink link:calculationLink link:definitionLink 00000053 - Disclosure - SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details) link:presentationLink link:calculationLink link:definitionLink 00000054 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000055 - Disclosure - SCHEDULE OF PROPERTY AND EQUIPMENT (Details) link:presentationLink link:calculationLink link:definitionLink 00000056 - Disclosure - PROPERTY AND EQUIPMENT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000057 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 11 btcy-20230331_cal.xml XBRL CALCULATION FILE EX-101.DEF 12 btcy-20230331_def.xml XBRL DEFINITION FILE EX-101.LAB 13 btcy-20230331_lab.xml XBRL LABEL FILE Class of Stock [Axis] Series A Preferred Stock [Member] Equity Components [Axis] Preferred Stock [Member] Common Stock [Member] Shares To Be Issued [Member] Additional Paid-in Capital [Member] AOCI Attributable to Parent [Member] Retained Earnings [Member] Debt Instrument [Axis] Economic Injury Disaster Loan [Member] Product and Service [Axis] Technology Fees [Member] Device Sales [Member] Service Related and Other Revenue [Member] Fair Value Hierarchy and NAV [Axis] Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 3 [Member] Long-Lived Tangible Asset [Axis] Office Equipment [Member] Leasehold Improvements [Member] Two Series A Notes [Member] Series A Notes One [Member] Series A Notes Two [Member] Warrant [Member] Title of Individual [Axis] Placement Agent [Member] Series A Notes [Member] Series A Note [Member] New Convertible Note [Member] Series B Notes [Member] Related Party, Type [Axis] Accredited Investors [Member] Scenario [Axis] Conversion Notice [Member] Warrant One [Member] Warrant Two [Member] Series B Preferred Stock [Member] Series C Notes [Member] Series C Preferred Stock [Member] Short-Term Debt, Type [Axis] Other Convertible Notes Payable [Member] Notes Payable, Other Payables [Member] Short-term Bridge Loan Agreement [Member] Legal Entity [Axis] Collateralized Merchant Finance Company [Member] Award Type [Axis] Repay With In Thirty Days [Member] Repay With In Sixty Days [Member] Repay With In Ninety Days [Member] Short-term Collateralized Bridge Loan Agreement [Member] Finance Company [Member] Award Date [Axis] First Four Weeks [Member] Repay With In One Twenty Days [Member] Repay With In One Fifty Days [Member] Promissory Note Agreement [Member] Individual Investor [Member] Series A Convertible Note Holders [Member] New Promissory Note [Member] Income Statement Location [Axis] Other Expense [Member] Collateralized Bridge Loan Agreement [Member] Remaining Thirty Six Weeks [Member] Repay With Thirty Days [Member] Repay With Sixty Days [Member] Repay With Ninety Days [Member] Repay With One Twenty Days [Member] Cash and Cash Equivalents [Axis] Cash [Member] Term Loan [Member] Promissory Notes [Member] Liability Class [Axis] Derivative Financial Instruments, Liabilities [Member] Long-Term Debt, Type [Axis] Convertible Debt [Member] Measurement Input Type [Axis] Measurement Input, Expected Dividend Rate [Member] Statistical Measurement [Axis] Minimum [Member] Measurement Input, Risk Free Interest Rate [Member] Maximum [Member] Measurement Input, Price Volatility [Member] Measurement Input, Expected Term [Member] Convertible Note and Warrant Derivative [Member] Shareholders [Member] Collaborative Arrangement and Arrangement Other than Collaborative [Axis] Exchange Agreement [Member] Exchangeco [Member] Options [Member] Advisor Warrant [Member] 11% Secured Convertible Promissory Notes [Member] Convertible Promissory Notes [Member] Cashless Warrant [Member] Sale of Stock [Axis] Uplisting Public Stock Offering [Member] Investors [Member] Issuance of Common Shares [Member] Advisor and Consultant [Member] Executive Officer [Member] Selling, General and Administrative Expenses [Member] Lenders [Member] Underwriter [Member] Executive [Member] General and Administrative Expense [Member] Plan Name [Axis] 2016 Equity Incentive Plan [Member] Chief Executive Officer [Member] Distribution Type [Axis] Unit Distribution [Member] Unit Distribution One [Member] Unit Distribution Two [Member] 2023 Equity Incentive Plan [Member] Broker Warrants [Member] Consultant Warrants [Member] Warrants Issued on Conversion of Convertible Notes [Member] Warrants Issued on Conversion of Convertible Notes [Member] Equity Option [Member] New Lease Agreement [Member] Furniture and Fixtures [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Cover [Abstract] Document Type Amendment Flag Amendment Description Document Registration Statement Document Annual Report Document Quarterly Report Document Transition Report Document Shell Company Report Document Shell Company Event Date Document Period Start Date Document Period End Date Document Fiscal Period Focus Document Fiscal Year Focus Current Fiscal Year End Date Entity File Number Entity Registrant Name Entity Central Index Key Entity Primary SIC Number Entity Tax Identification Number Entity Incorporation, State or Country Code Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Three Entity Address, City or Town Entity Address, State or Province Entity Address, Country Entity Address, Postal Zip Code Country Region City Area Code Local Phone Number Extension Written Communications Soliciting Material Pre-commencement Tender Offer Pre-commencement Issuer Tender Offer Title of 12(b) Security No Trading Symbol Flag Trading Symbol Security Exchange Name Title of 12(g) Security Security Reporting Obligation Annual Information Form Audited Annual Financial Statements Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Entity Emerging Growth Company Elected Not To Use the Extended Transition Period Document Accounting Standard Other Reporting Standard Item Number Entity Shell Company Entity Public Float Entity Bankruptcy Proceedings, Reporting Current Entity Common Stock, Shares Outstanding Documents Incorporated by Reference ICFR Auditor Attestation Flag Document Financial Statement Error Correction [Flag] Auditor Firm ID Auditor Name Auditor Location Statement [Table] Statement [Line Items] CURRENT ASSETS Cash Accounts receivable, net Inventories [Note 3] Deposits and other receivables Total current assets Deposits [Note 12] Long-term accounts receivable Property and equipment [Note 13] Operating right of use asset [Note 12] TOTAL ASSETS CURRENT LIABILITIES Accounts payable and accrued liabilities [Note 4] Convertible promissory notes and short term loans [Note 5] Derivative liabilities [Note 8] Operating lease obligations, current [Note 12] Total current liabilities Federally guaranteed loans [Note 7] Term loan [Note 6] Derivative liabilities [Note 8] Operating lease obligations [Note 12] TOTAL LIABILITIES STOCKHOLDERS’ DEFICIENCY Preferred stock, value Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2023 and March 31, 2022. Issued and outstanding common shares: 51,047,864 and 49,810,322 as at March 31, 2023 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 outstanding as at March 31, 2023 and March 31, 2022 [Note 9] Shares to be issued, 23,723 and 123,817 shares of common stock as at March 31, 2023 and March 31, 2022, respectively) [Note 9] Additional paid-in-capital Accumulated other comprehensive loss Accumulated deficit TOTAL STOCKHOLDERS’ DEFICIENCY TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares, issued Common stock, shares, outstanding Common stock, other shares, outstanding Common stock shares to be issued Income Statement [Abstract] REVENUE Cost of Revenue GROSS PROFIT OPERATING EXPENSES Selling, general and administrative expenses Research and development expenses TOTAL OPERATING EXPENSES LOSS FROM OPERATIONS Interest expense Accretion and amortization expenses [Note 5,6] Change in fair value of derivative liabilities [Note 8] Loss upon convertible promissory notes conversion and redemption [Note 9] Other (expense) income NET LOSS BEFORE INCOME TAXES Income taxes [Note 10] NET LOSS BEFORE DIVIDENDS Adjustment: Preferred Stock Dividends NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS Translation adjustment COMPREHENSIVE LOSS LOSS PER SHARE, BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Balance Balance, shares Conversion of convertible notes into common shares [Note 9] Conversion of convertible notes into common shares [Note 9], shares Preferred stock purchased back via cash Preferred stock purchased back via cash, shares Issuance of shares for services [Note 9] Issuance of shares for services [Note 9], shares Issuance of warrants for services [Note 9] Exercise of warrants for cash [Note 9] Exercise of warrants for cash [Note 9], shares Exchange of warrants for promissory notes Issuance of shares in lieu of convertible note interest [Note 9] Issuance of shares in lieu of convertible note interest [Note 9], shares Issuance of common shares for private placement [Note 9] Issuance of common shares for private placement [Note 9], shares Issuance of preferred shares for private placement investors [Note 9] Issuance of preferred shares for private placement investors [Note 9], shares Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9] Issuance of shares from uplisting [Note 9] Issuance of shares from uplisting [Note 9], shares Conversion of preferred shares into common shares [Note 9] Conversion of preferred shares into common shares [Note 9], shares Preferred stock purchased back via cash Preferred stock purchased back via cash, shares Cashless exercise of warrants Cashless exercise of warrants, shares Stock based compensation - ESOP [Note 9] Cashless exercise of options [Note 9] Cashless exercise of options [Note 9], shares Translation adjustment Net loss before dividends for the year Preferred stock dividends Balance Balance, shares Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES Net loss before dividends Adjustments to reconcile net loss to net cash used in operations Stock based compensation Issuance of shares for services Issuance of warrants for services, at fair value Accretion and amortization expense Change in fair value of derivative liabilities Loss upon convertible promissory notes conversion and redemption Loss on debt and warrant modification [Note 5] Property and equipment depreciation Non-cash lease expenses Changes in operating assets and liabilities: Accounts receivable, net Inventories Deposits and other receivables Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Property and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common shares, net Issuance of preferred shares, net Redemption of preferred shares Exercise of warrants for cash Federally guaranteed loans Proceeds from convertible notes, net Proceeds from (repayment of) promissory note and short term loan, net Issuance of shares from uplisting Term loan, net Preferred stock dividend Net cash provided by financing activities Effect of foreign currency translation Net (decrease) increase in cash during the year Cash, beginning of year Cash, end of year Supplemental disclosure of cash flow information: Interest paid Taxes Organization, Consolidation and Presentation of Financial Statements [Abstract] NATURE OF OPERATIONS Basis Of Presentation Measurement And Consolidation BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION Accounting Policies [Abstract] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Payables and Accruals [Abstract] ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Debt Disclosure [Abstract] CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Term Loan And Credit Agreement TERM LOAN AND CREDIT AGREEMENT Federally Guaranteed Loan FEDERALLY GUARANTEED LOAN Derivative Instruments and Hedging Activities Disclosure [Abstract] DERIVATIVE LIABILITIES Equity [Abstract] STOCKHOLDERS’ DEFICIENCY Income Tax Disclosure [Abstract] INCOME TAXES Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES Operating Lease Right-of-use Assets And Lease Obligations OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS Property, Plant and Equipment [Abstract] PROPERTY AND EQUIPMENT Subsequent Events [Abstract] SUBSEQUENT EVENTS Revenue Recognition Inventories Significant accounting estimates and assumptions Earnings (Loss) Per Share Cash Foreign Currency Translation Accounts Receivable Fair Value of Financial Instruments Property and Equipment Impairment for Long-Lived Assets Leases Income Taxes Research and Development Selling, General and Administrative Stock Based Compensation Convertible Notes Payable and Derivative Instruments Preferred Shares Extinguishments Recently Issued Accounting Pronouncements SCHEDULE OF REVENUE RECOGNITION SCHEDULE OF INVENTORIES SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF CONVERTIBLE NOTES Schedule of Long-Term Debt Instruments [Table] Debt Instrument [Line Items] SCHEDULE OF DERIVATIVE LIABILITIES SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS SCHEDULE OF WARRANTS OUTSTANDING SCHEDULE OF STOCK OPTION ACTIVITIES SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION SCHEDULE OF DEFERRED TAX ASSETS SCHEDULE OF OPERATING LEASES OBLIGATIONS SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION SCHEDULE OF PROPERTY AND EQUIPMENT Schedule of Short-Term Debt [Table] Short-Term Debt [Line Items] Retained Earnings (Accumulated Deficit) Working capital deficiency Proceeds from Issuance of Debt Proceeds from Issuance Initial Public Offering Proceeds from Short-Term Debt Debt Conversion, Converted Instrument, Amount Schedule of Product Information [Table] Product Information [Line Items] Revenue Raw material Finished goods Inventories Platform Operator, Crypto-Asset [Table] Platform Operator, Crypto-Asset [Line Items] Derivative liabilities, short-term Derivative liabilities, long-term Total liabilities at fair value Property, Plant and Equipment [Table] Property, Plant and Equipment [Line Items] Leasehold improvement Trade and other payables Accrued liabilities Accounts payable and accrued liabilities Trade and other payables and accrued liabilities Balance, beginning of year Conversion to common shares (Note 9) Redemption of convertible notes Convertible note extinguishment New issuance of convertible note, net of discounts New issuance of short-term loan and promissory notes, net of discounts Repayment of short-term loans Accretion and amortization of discounts Balance, end of year Interest expense Issuance of debt Debt instrument interest rate stated percentage Description of conversion terms for debt instrument Debt conversion description Conversion price Placement agent fees description Proceeds from convertible debt Deferred finance costs Unamortized discount Principal amount Debt instrument accrued interest Debt instrument interest rate Debt instrument maturity date Principal amount Convertible debt Fair values Interest payable Warrants and rights outstanding term Exercise price Warrants issued Instrument amount Converted instrument shares issued Debt instrument periodic payment Cash payment Convertible notes payable [custom:ConvertibleNotesPayableRemaining-0] Recognized additional debt discount Accretion expense Derivative liabilities upon initial recognition Convertible notes payable Convertible notes payable Gross proceeds Debt instrument term Repayments of debt Early payment penalty provision percentage Obligation to repay Fair value Adjustment carrying value and principal amount Schedule of Cash and Cash Equivalents [Table] Cash and Cash Equivalents [Line Items] Face amount Maturity date Accrue interest Debt instrument date Debt instrument payment terms Origination fee Exit fees Debt financing Professional fee Fee amount Gross proceeds Repayment of short term debt Fair value of warrants Amortization of debt discount expense Total interest expense Interest payable current Issuance of warrants Company received an additional Debt Instrument, Description Interest rate Accrued interest Interest expense Balance beginning of year New Issuance Change in fair value of derivative liabilities Reduction due to preferred shares redeemed Conversion to common shares Convertible note modification Convertible note redemption Balance end of year Derivative [Table] Derivative [Line Items] Derivative liability, measurement input Remaining terms Stock price Reclassification out of Accumulated Other Comprehensive Income [Table] Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] Issuance of common shares for private placement, shares Issuance of preferred shares Conversion of stock, shares issued Proceeds from notes payable Debt conversion, converted instrument, amount Debt conversion, converted instrument, shares issued Stock issued during period, shares, acquisitions Stock redeemed or called during period, value Redeemed and derivative liabilities Investment company, dividend distribution Convertible preferred stock converted to other securities Preferred stock, convertible, shares issuable Deposit liabilities, accrued interest Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Line Items] Warrant outstanding, beginning balance Expired/cancelled Exercised Issued Warrant outstanding, ending balance Exercise Price Expiration Date Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] Number of options, beginning outstanding Weighted average exercise price, beginning outstanding Weighted average remaining contractual term beginning outstanding Aggregate intrinsic value, beginning outstanding Number of options, granted Weighted average exercise price, granted Weighted average remaining contractual term Granted Number of options, exercised Weighted average exercise price, exercised Weighted average remaining contractual term Exercised Number of options, expired Weighted average exercise price, expired Weighted average remaining contractual term Expired Number of options, forfeited Weighted average exercise price, forfeited Weighted average remaining contractual term Forfeited Number of options, ending outstanding Weighted average exercise price, ending outstanding Weighted average remaining contractual term ending outstanding Aggregate intrinsic value, ending outstanding Number of options vested and expected to vest Weighted average exercise price vested and expected to vest Weighted average remaining contractual term vested and expected to vest Aggregate intrinsic value vested and expected to vest Number of options vested and exercisable Weighted average exercise price vested and exercisable Weighted average remaining contractual term vested and exercisable Aggregate intrinsic value vested and exercisable Fair value exercise price Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum Expected dividend yield Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price Expected forfeiture (attrition) rate Schedule of Stock by Class [Table] Class of Stock [Line Items] Common stock shares authorized Stock issued during period shares new issues Common stock, shares issued Special voting rights Common stock exchange description Number of exchangeable shares issued Common stock exchange description Discount percentage for purchase price per shares Preferred stock, liquidation preference Preferred stock dividend rate percentage Debt instrument redemption price percentage Preferred stock convertible conversion price Volume weighted average price percentage Stock issued during period share conversion of convertible securities Stock issued during period shares conversion Carrying amount of conversion and redemption Unpaid interest amount Stock issued during period value new issues Stock issued during period value to be issued Stock issued during period shares issued for services Issued common shares for services Common shares for services received, value Net cash proceeds Issuance of preferred shares for private placement investors shares Cash proceeds Debts instrument settlement amount Debt instrument fair value Loss on conversion of convertible promissory notes Number shares removed previously to be issued Stock issued during period shares warrants exercised Cancellation of to be issued shares Stock issued during period value warrants exercise Common shares for services received Common shares for services received, value Additional paid in capital common stock Common shares in lieu of interest payment Common shares in lieu of interest payment, value Stock issued during period shares warrants exercised Stock issued during period value warrants exercised Share outstanding Class of warrant or right outstanding Cash receipt amount Class of warrant or right cashless warrant exercise Proceeds from warrant exercises Stock issued during period shares based compensation gross Fair value adjustment of warrants Share purchase warrants to underwriter Warrants and rights outstanding Share based compensation expiration date Exercise price Fair value assumptions risk free interest rate Fair value assumptions expected volatility rate Warrants for promissory notes Share based payment award number of shares authorized Stock options granted Stock-based compensation Stock option cancelled Expiry date New stock option granted Stock option modification Expenses Share based payment award number of shares available for issuance Net loss Expected income tax recovery Non-deductible expenses Other temporary differences Change in valuation allowance Income tax recovery Non-capital loss carry forwards Other temporary differences Valuation allowance Deferred tax assets Corporate tax rate Operating loss carry forwards Operating loss carry forwards expiration date description Schedule Of Operating Leases Obligations Operating lease right-of-use asset, beginning balance Operating lease right-of-use asset, beginning balance Operating lease right-of-use asset, beginning balance Operating lease right-of-use asset, beginning balance Operating lease liability, beginning balance Operating lease liability, beginning balance Operating lease liability, beginning balance Operating lease liability, beginning balance Operating lease liability, beginning balance Operating lease liability, beginning balance Schedule Of Contractual Undiscounted Cash Flows For Lease Obligation 2023 2024 2025 2026 2027 and beyond Total undiscounted lease liability Less imputed interest Total Collaborative Arrangement and Arrangement Other than Collaborative [Table] Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] Lease deposit liability Weighted average rate Operating lease expense Cost, beginning balance Additions Cost, ending balance Accumulated depreciation, beginning balance Depreciation Accumulated depreciation, ending balance Net book value, beginning balance Net book value, ending balance Leasehold improvements Furniture & fixtures useful life Furniture & fixtures Purchase of property plant and equipment Depreciation expenses Subsequent Event [Table] Subsequent Event [Line Items] Debt instrument, face amount Debt interest rate, percentage Revolving credit conversion to term loan, description Financing receivable, revolving, converted to term loan Inventory financing facilities Increase decrease in accounts receivable Working capital deficiency. Promissory Notes [Member]. Common stock shares to be issued. Redeemed and derivative liabilities. Schedule of Property And Equipment Estimated Useful Lives [Table Text Block] Preferred Shares Extinguishments [Policy Text Block] Shares To Be Issued [Member] Reduction due to preferred shares redeemed. Preferred stock purchased back via cash. Preferred stock purchased back via cash shares. Convertible notes short term loans and promissory notes. Redemption of convertible notes. Convertible note modification. New issuance of convertible note net of discounts. New issuance of shortterm loan and promissory notes, net of discounts. Adjustments to additional paid in capital issuance of warrants for services. Exercise of warrants for cash. Stock issued during period shares warrants exercised. Series A Notes [Member]. Stock issued during period value warrants exercised for promissory notes. Derivative liability, remaining term (years). Derivative stock price. Preferred stock dividends Placement agent fees description. Placement Agent [Member] Conversion of stock amount modification. Conversion of stock amount redemption. Federally Guaranteed Loans [Text Block] Economic Injury Disaster Loan [Member] Bank Loan Credit Agreement [Text Block] Origination fee amount. Exit Fees. Term Loan [Member] Shareholders [Member] Exchange Agreement [Member] Common stock exchange description. Exchangeco [Member] Number of exchangeable shares issued. Series A Note [Member] New Convertible Note [Member] Options [Member] Advisor Warrant [Member] 11% Secured Convertible Promissory Notes [Member] Discount percentage for purchase price per shares. Series B Notes [Member] Accredited Investors [Member] Conversion Notice [Member] Volume weighted average price percentage. Number of stock issued during the period convertible, shares. Convertible Promissory Notes [Member] Unpaid interest amount. Stock issued during period value to be issued. Cashless Warrant [Member] Uplisting Public Stock Offering [Member] Issuance of preferred shares for private placement investors shares. Investors [Member] Debt instrument redeemed by cash payment. Debts Instrument Settlement Amount. Loss on conversion of convertible promissory notes. Number shares removed previously to be issued Issuance of Common Shares [Member] Stock issued on warrants exercise. Convertible notes payable remaining. Cash receipt amount. Class of Warrant or Right Cashless Warrant Exercise. Advisor And Consultant [Member] Lenders [Member] Expiry date. Underwriter [Member] Executive [Member] Broker Warrants [Member] Consultant Warrants [Member] Warrants Issued on Conversion of Convertible Notes [Member] Warrants Issued on Conversion of Convertible Notes [Member] 2016 Equity Incentive Plan [Member] Debt instrument obligated to repay percentage. Promissory Note Agreement [Member] Individual Investor [Member] Early payment penalty provision percentage. First Four Weeks [Member] Repay With In Thirty Days [Member] Repay With In Sixty Days [Member] Repay With In Ninety Days [Member] Repay With In One Twenty Days [Member] Repay With In One Fifty Days [Member] Loss on debt and warrant modification. Expected forfeiture (attrition) rate. Shares to be issued. Stock issued during period value issuance of shares in lieu of convertible note interest. Stock issued during period shares issuance of shares in lieu of convertible note interest. Stock issued during period value preferred shares issued for private placement investors. Stock issued during period shares preferred shares issued for private placement investors. Stock issued during period value issuance of shares from uplisting. Stock issued during period shares issuance of shares from uplisting. Stock issued during period value preferred stock purchased back via cash shares. Stock issued during period shares preferred stock purchased back via cash shares. Stock issued during period value cashless exercise of warrants. Stock issued during period shares cashless exercise of warrants shares. Issuance of warrants for services at fair value. Change in fair value of derivative liabilities. Proceeds from issuance of shares from uplisting. Repayments of preferred stock dividend. Noncash lease expenses. Operating loss carryforwards, expiration date, description. New Lease Agreement [Member] Operating lease right of use asset new leases. Series C Notes [Member] Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term expired 2. Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term forfeited 2. Operating lease new leases. Repayment and interest accretion. Schedule of Contractual Undiscounted Cash Flows For Lease Obligation [Table Text Block] Lessee operating lease liability payments due year five and beyond. Other Convertible Notes Payable [Member] Debt instrument derivative liabilities. Operating leases of lessee [Table Text Block] Unit Distribution One [Member] Unit Distribution Two [Member] Stock option modification expenses. Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term granted 2. Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term exercised 2. Device Sales [Member] Technology Fees [Member] Service Related and Other Revenue [Member] Repay With One Twenty Days [Member] Repay With Ninety Days [Member] Repay With Sixty Days [Member] Repay With Thirty Days [Member] Two Series A Notes [Member] Series A Notes One [Member] Series A Notes Two [Member] Warrant One [Member] Warrant Two [Member] Collateralized Merchant Finance Company [Member] Finance Company [Member] Short-term Bridge Loan Agreement [Member] Short-term Collateralized Bridge Loan Agreement [Member] Series A Convertible Note Holders [Member] New Promissory Note [Member] Collateralized Bridge Loan Agreement [Member] Remaining Thirty Six Weeks [Member] Adjustment carrying value and principal amount. Derivative Liabilities Upon Initial Recognition. Derivative Gain Loss On Derivative. Convertible Note and Warrant Derivative [Member] Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Federally guaranteed loans. Loss upon convertible promissory notes conversion and redemption. 2023 Equity Incentive Plan [Member] Warrants Issued on Conversion of Convertible Notes [Member] [Default Label] Assets, Current Assets Liabilities, Current Liabilities Equity, Attributable to Parent Liabilities and Equity Gross Profit Operating Expenses Operating Income (Loss) Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Preferred Stock Dividends, Income Statement Impact Net Income (Loss) Available to Common Stockholders, Basic Comprehensive Income (Loss), Net of Tax, Attributable to Parent StockIssuedDuringPeriodValuePreferredStockPurchasedBackViaCash StockIssuedDuringPeriodSharesPreferredStockPurchasedBackViaCashShares Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent PreferredStockDividends ChangeInFairValueOfDerivativeLiabilities Increase (Decrease) in Inventories Increase (Decrease) in Other Receivables Net Cash Provided by (Used in) Operating Activities Payments to Acquire Property, Plant, and Equipment Net Cash Provided by (Used in) Investing Activities Payments for Repurchase of Redeemable Preferred Stock RepaymentsOfPreferredStockDividend Net Cash Provided by (Used in) Financing Activities Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Equity [Text Block] Cash and Cash Equivalents, Policy [Policy Text Block] Convertible notes short term loans and promissory notes Conversion of Stock, Amount Issued Redemption of convertible notes Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value Conversion of Stock, Description Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount Deferred Tax Assets, Other Deferred Tax Assets, Valuation Allowance Deferred Tax Assets, Net of Valuation Allowance Operating Lease, Right-of-Use Asset, Periodic Reduction Operating Lease, Liability Repayment and interest accretion Lessee, Operating Lease, Liability, to be Paid Lessee, Operating Lease, Liability, Undiscounted Excess Amount Property, Plant and Equipment, Gross Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment EX-101.PRE 14 btcy-20230331_pre.xml XBRL PRESENTATION FILE XML 15 R1.htm IDEA: XBRL DOCUMENT v3.23.2
Cover - USD ($)
12 Months Ended
Mar. 31, 2023
Jun. 29, 2023
Sep. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Mar. 31, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --03-31    
Entity File Number 000-56074    
Entity Registrant Name BIOTRICITY INC.    
Entity Central Index Key 0001630113    
Entity Tax Identification Number 30-0983531    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 275 Shoreline Drive    
Entity Address, Address Line Two Suite 150    
Entity Address, City or Town Redwood City    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94065    
City Area Code (650)    
Local Phone Number 832-1626    
Title of 12(b) Security Common Stock, Par Value $0.001    
Trading Symbol BTCY    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 32,625,882
Entity Common Stock, Shares Outstanding   51,047,865  
Documents Incorporated by Reference None.    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 5828    
Auditor Name SRCO Professional Corporation    
Auditor Location Richmond Hill, Ontario, Canada    
XML 16 R2.htm IDEA: XBRL DOCUMENT v3.23.2
Consolidated Balance Sheets - USD ($)
Mar. 31, 2023
Mar. 31, 2022
CURRENT ASSETS    
Cash $ 570,460 $ 12,066,929
Accounts receivable, net 1,224,137 2,006,678
Inventories [Note 3] 2,337,006 842,924
Deposits and other receivables 588,599 406,280
Total current assets 4,720,202 15,322,811
Deposits [Note 12] 85,000 85,000
Long-term accounts receivable 96,344
Property and equipment [Note 13] 21,506 27,459
Operating right of use asset [Note 12] 1,587,492 1,242,700
TOTAL ASSETS 6,510,544 16,677,970
CURRENT LIABILITIES    
Accounts payable and accrued liabilities [Note 4] 5,042,476 2,595,747
Convertible promissory notes and short term loans [Note 5] 4,774,468 1,540,000
Derivative liabilities [Note 8] 1,008,216 520,747
Operating lease obligations, current [Note 12] 335,608 210,320
Total current liabilities 11,160,768 4,866,814
Federally guaranteed loans [Note 7] 870,800 870,800
Term loan [Note 6] 12,178,809 11,612,672
Derivative liabilities [Note 8] 759,065 352,402
Operating lease obligations [Note 12] 1,386,487 1,120,018
TOTAL LIABILITIES 26,355,929 18,822,706
STOCKHOLDERS’ DEFICIENCY    
Preferred stock, value 1 1
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2023 and March 31, 2022. Issued and outstanding common shares: 51,047,864 and 49,810,322 as at March 31, 2023 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 outstanding as at March 31, 2023 and March 31, 2022 [Note 9] 52,514 51,277
Shares to be issued, 23,723 and 123,817 shares of common stock as at March 31, 2023 and March 31, 2022, respectively) [Note 9] 24,999 102,299
Additional paid-in-capital 92,800,717 91,507,478
Accumulated other comprehensive loss (152,797) (768,656)
Accumulated deficit (112,570,825) (93,037,142)
TOTAL STOCKHOLDERS’ DEFICIENCY (19,845,385) (2,144,736)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY 6,510,544 16,677,970
Series A Preferred Stock [Member]    
STOCKHOLDERS’ DEFICIENCY    
Preferred stock, value $ 6 $ 7
XML 17 R3.htm IDEA: XBRL DOCUMENT v3.23.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2023
Mar. 31, 2022
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 125,000,000 125,000,000
Common stock, shares, issued 51,047,864 49,810,322
Common stock, shares, outstanding 51,047,864 49,810,322
Common stock, other shares, outstanding 1,466,718 1,466,718
Common stock shares to be issued 23,723 123,817
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000 20,000
Preferred stock, shares issued 6,304 7,200
Preferred stock, shares outstanding 6,304 7,200
Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 9,980,000 9,980,000
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
XML 18 R4.htm IDEA: XBRL DOCUMENT v3.23.2
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Statement [Abstract]    
REVENUE $ 9,639,057 $ 7,650,269
Cost of Revenue 4,197,024 3,080,116
GROSS PROFIT 5,442,033 4,570,153
OPERATING EXPENSES    
Selling, general and administrative expenses 17,621,865 18,562,369
Research and development expenses 3,229,879 2,744,587
TOTAL OPERATING EXPENSES 20,851,744 21,306,956
LOSS FROM OPERATIONS (15,409,711) (16,736,803)
Interest expense (1,839,159) (1,283,570)
Accretion and amortization expenses [Note 5,6] (743,459) (9,286,023)
Change in fair value of derivative liabilities [Note 8] (483,873) (683,559)
Loss upon convertible promissory notes conversion and redemption [Note 9] (71,119) (1,155,642)
Other (expense) income (110,822) 15,120
NET LOSS BEFORE INCOME TAXES (18,658,143) (29,130,477)
Income taxes [Note 10]
NET LOSS BEFORE DIVIDENDS (18,658,143) (29,130,477)
Adjustment: Preferred Stock Dividends (875,540) (1,088,977)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS (19,533,683) (30,219,454)
Translation adjustment 615,859 (134,470)
COMPREHENSIVE LOSS $ (18,917,824) $ (30,353,924)
LOSS PER SHARE, BASIC AND DILUTED $ (0.376) $ (0.665)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 51,957,841 45,449,720
XML 19 R5.htm IDEA: XBRL DOCUMENT v3.23.2
Consolidated Statements of Stockholders' Deficiency - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Balance $ (2,144,736) $ (6,833,164)
Conversion of convertible notes into common shares [Note 9] 843,922 15,678,454
Preferred stock purchased back via cash (777,175)  
Issuance of shares for services [Note 9] 150,418 1,414,449
Issuance of warrants for services [Note 9] 232,526 740,156
Exercise of warrants for cash [Note 9] (30,000) 976,242
Exchange of warrants for promissory notes (71,768)  
Issuance of shares in lieu of convertible note interest [Note 9] 221,621  
Issuance of common shares for private placement [Note 9]   250,000
Issuance of preferred shares for private placement investors [Note 9]   100,000
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]   (17,084)
Issuance of shares from uplisting [Note 9]   14,545,805
Conversion of preferred shares into common shares [Note 9]   633,805
Preferred stock purchased back via cash   (193,448)
Cashless exercise of warrants   360
Stock based compensation - ESOP [Note 9] 647,631 913,613
Cashless exercise of options [Note 9]  
Translation adjustment 615,859 (134,470)
Net loss before dividends for the year (18,658,143) (29,130,477)
Preferred stock dividends (875,540) (1,088,977)
Balance (19,845,385) (2,144,736)
Preferred Stock [Member]    
Balance $ 8 $ 9
Balance, shares 7,201 8,046
Conversion of convertible notes into common shares [Note 9]
Preferred stock purchased back via cash $ (1)  
Preferred stock purchased back via cash, shares (896)  
Issuance of shares for services [Note 9]
Issuance of warrants for services [Note 9]
Exercise of warrants for cash [Note 9]
Exchange of warrants for promissory notes  
Issuance of shares in lieu of convertible note interest [Note 9]  
Issuance of common shares for private placement [Note 9]  
Issuance of preferred shares for private placement investors [Note 9]  
Issuance of preferred shares for private placement investors [Note 9], shares   100
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]  
Issuance of shares from uplisting [Note 9]  
Conversion of preferred shares into common shares [Note 9]   $ (1)
Conversion of preferred shares into common shares [Note 9], shares   (715)
Preferred stock purchased back via cash  
Preferred stock purchased back via cash, shares   (230)
Cashless exercise of warrants  
Stock based compensation - ESOP [Note 9]
Cashless exercise of options [Note 9]  
Translation adjustment
Net loss before dividends for the year
Preferred stock dividends
Balance $ 7 $ 8
Balance, shares 6,305 7,201
Common Stock [Member]    
Balance $ 51,277 $ 39,015
Balance, shares 51,277,040 39,014,942
Conversion of convertible notes into common shares [Note 9] $ 761 $ 4,715
Conversion of convertible notes into common shares [Note 9], shares 761,038 4,715,346
Preferred stock purchased back via cash  
Issuance of shares for services [Note 9] $ 132 $ 702
Issuance of shares for services [Note 9], shares 132,202 701,688
Issuance of warrants for services [Note 9]
Exercise of warrants for cash [Note 9] $ 72 $ 658
Exercise of warrants for cash [Note 9], shares 71,792 658,355
Exchange of warrants for promissory notes  
Issuance of shares in lieu of convertible note interest [Note 9] $ 270  
Issuance of shares in lieu of convertible note interest [Note 9], shares 270,270  
Issuance of common shares for private placement [Note 9]   $ 69
Issuance of common shares for private placement [Note 9], shares   69,252
Issuance of preferred shares for private placement investors [Note 9]  
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]  
Issuance of shares from uplisting [Note 9]   $ 5,382
Issuance of shares from uplisting [Note 9], shares   5,382,331
Conversion of preferred shares into common shares [Note 9]   $ 289
Conversion of preferred shares into common shares [Note 9], shares   288,756
Preferred stock purchased back via cash  
Cashless exercise of warrants   $ 447
Cashless exercise of warrants, shares   446,370
Stock based compensation - ESOP [Note 9]
Cashless exercise of options [Note 9] $ 2  
Cashless exercise of options [Note 9], shares 2,240  
Translation adjustment
Net loss before dividends for the year
Preferred stock dividends
Balance $ 52,514 $ 51,277
Balance, shares 52,514,582 51,277,040
Shares To Be Issued [Member]    
Balance $ 102,299 $ 280,960
Balance, shares 123,817 268,402
Conversion of convertible notes into common shares [Note 9] $ (38,460)
Conversion of convertible notes into common shares [Note 9], shares   (19,263)
Preferred stock purchased back via cash  
Issuance of shares for services [Note 9] $ (242,500)
Issuance of shares for services [Note 9], shares   (250,000)
Issuance of warrants for services [Note 9]
Exercise of warrants for cash [Note 9] $ (77,300) $ 102,299
Exercise of warrants for cash [Note 9], shares (100,094) 123,678
Exchange of warrants for promissory notes  
Issuance of shares in lieu of convertible note interest [Note 9]  
Issuance of common shares for private placement [Note 9]  
Issuance of preferred shares for private placement investors [Note 9]  
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]  
Issuance of shares from uplisting [Note 9]  
Conversion of preferred shares into common shares [Note 9]  
Preferred stock purchased back via cash  
Cashless exercise of warrants  
Cashless exercise of warrants, shares   1,000
Stock based compensation - ESOP [Note 9]
Cashless exercise of options [Note 9]  
Translation adjustment
Net loss before dividends for the year
Preferred stock dividends
Balance $ 24,999 $ 102,299
Balance, shares 23,723 123,817
Additional Paid-in Capital [Member]    
Balance $ 91,507,478 $ 56,298,726
Conversion of convertible notes into common shares [Note 9] 843,161 15,712,199
Preferred stock purchased back via cash (777,174)  
Issuance of shares for services [Note 9] 150,286 1,656,247
Issuance of warrants for services [Note 9] 232,526 740,156
Exercise of warrants for cash [Note 9] 47,228 873,285
Exchange of warrants for promissory notes (71,768)  
Issuance of shares in lieu of convertible note interest [Note 9] 221,351  
Issuance of common shares for private placement [Note 9]   249,931
Issuance of preferred shares for private placement investors [Note 9]   100,000
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]   (17,084)
Issuance of shares from uplisting [Note 9]   14,540,423
Conversion of preferred shares into common shares [Note 9]   633,517
Preferred stock purchased back via cash   (193,448)
Cashless exercise of warrants   (87)
Stock based compensation - ESOP [Note 9] 647,631 913,613
Cashless exercise of options [Note 9] (2)  
Translation adjustment
Net loss before dividends for the year
Preferred stock dividends
Balance 92,800,717 91,507,478
AOCI Attributable to Parent [Member]    
Balance (768,656) (634,186)
Conversion of convertible notes into common shares [Note 9]
Preferred stock purchased back via cash  
Issuance of shares for services [Note 9]
Issuance of warrants for services [Note 9]
Exercise of warrants for cash [Note 9]
Exchange of warrants for promissory notes  
Issuance of shares in lieu of convertible note interest [Note 9]  
Issuance of common shares for private placement [Note 9]  
Issuance of preferred shares for private placement investors [Note 9]  
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]  
Issuance of shares from uplisting [Note 9]  
Conversion of preferred shares into common shares [Note 9]  
Preferred stock purchased back via cash  
Cashless exercise of warrants  
Stock based compensation - ESOP [Note 9]
Cashless exercise of options [Note 9]  
Translation adjustment 615,859 (134,470)
Net loss before dividends for the year
Preferred stock dividends
Balance (152,797) (768,656)
Retained Earnings [Member]    
Balance (93,037,142) (62,817,688)
Conversion of convertible notes into common shares [Note 9]
Preferred stock purchased back via cash  
Issuance of shares for services [Note 9]
Issuance of warrants for services [Note 9]
Exercise of warrants for cash [Note 9]
Exchange of warrants for promissory notes  
Issuance of shares in lieu of convertible note interest [Note 9]  
Issuance of common shares for private placement [Note 9]  
Issuance of preferred shares for private placement investors [Note 9]  
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]  
Issuance of shares from uplisting [Note 9]  
Conversion of preferred shares into common shares [Note 9]  
Preferred stock purchased back via cash  
Cashless exercise of warrants  
Stock based compensation - ESOP [Note 9]
Cashless exercise of options [Note 9]  
Translation adjustment
Net loss before dividends for the year (18,658,143) (29,130,477)
Preferred stock dividends (875,540) (1,088,977)
Balance $ (112,570,825) $ (93,037,142)
XML 20 R6.htm IDEA: XBRL DOCUMENT v3.23.2
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss before dividends $ (18,658,143) $ (29,130,477)
Adjustments to reconcile net loss to net cash used in operations    
Stock based compensation 647,631 913,613
Issuance of shares for services 150,418 1,414,449
Issuance of warrants for services, at fair value 232,526 541,443
Accretion and amortization expense 743,459 9,286,023
Change in fair value of derivative liabilities 483,873 683,559
Loss upon convertible promissory notes conversion and redemption 71,119 1,155,642
Loss on debt and warrant modification [Note 5] 126,158
Property and equipment depreciation 5,953 2,308
Non-cash lease expenses 340,307 87,639
Changes in operating assets and liabilities:    
Accounts receivable, net 686,197 (435,484)
Inventories (1,494,082) (570,431)
Deposits and other receivables (224,819) (60,665)
Accounts payable and accrued liabilities 3,341,468 948,997
Net cash used in operating activities (13,547,935) (15,163,384)
CASH FLOWS FROM INVESTING ACTIVITIES    
Property and equipment (29,767)
Net cash used in investing activities (29,767)
CASH FLOWS FROM FINANCING ACTIVITIES    
Issuance of common shares, net 250,000
Issuance of preferred shares, net 100,000
Redemption of preferred shares (895,556) (230,000)
Exercise of warrants for cash 12,500 872,292
Federally guaranteed loans 499,900
Proceeds from convertible notes, net 2,355,318
Proceeds from (repayment of) promissory note and short term loan, net 1,476,121 (1,660,220)
Issuance of shares from uplisting 14,545,805
Term loan, net 11,756,563
Preferred stock dividend (946,780) (966,110)
Net cash provided by financing activities 2,001,603 25,168,230
Effect of foreign currency translation 49,863 (109,712)
Net (decrease) increase in cash during the year (11,546,332) 9,975,079
Cash, beginning of year 12,066,929 2,201,562
Cash, end of year 570,460 12,066,929
Supplemental disclosure of cash flow information:    
Interest paid 1,651,546 553,265
Taxes
XML 21 R7.htm IDEA: XBRL DOCUMENT v3.23.2
NATURE OF OPERATIONS
12 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

 

Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016.

 

Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted to building and commercializing an ecosystem of technologies that enable access to this market.

 

XML 22 R8.htm IDEA: XBRL DOCUMENT v3.23.2
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION
12 Months Ended
Mar. 31, 2023
Basis Of Presentation Measurement And Consolidation  
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”).

 

The consolidated financial statements of the Company have been prepared on a historical cost basis except derivative liabilities which are carried at fair value.

 

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

 

Reclassifications

 

Certain amounts presented in the prior year period have been reclassified to conform to current period consolidated financial statement presentation. Interest expense related to debt principal, previously recorded as a selling, general and administrative expense in the consolidated statements of operations and comprehensive loss in the prior year, was reclassified as a non-operating expense.

 

Going Concern, Liquidity and Basis of Presentation

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at March 31, 2023, had an accumulated deficit of $112,570,825 and a working capital deficiency of $6,440,566. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

 

Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. On August 30, 2021, the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement. As such, the Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $11,375,690. During fiscal quarter ended June 30, 2021, the Company raised an additional $499,900 through government EIDL loan. During the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loans. In connection with this loan, the Company and Lender also entered into a Guarantee and Collateral Agreement wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders. During the fiscal year ended March 31, 2023, the Company raised convertible notes, net of redemptions of $2,355,318 from various lenders.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

As we proceed with the commercialization of the Bioflux, Biotres, and Biocare product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

 

Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

 

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China and spread globally, causing significant disruption to the global and US economy. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. Though its operations have since returned to a normal state, the extent to which the COVID-19 pandemic may continue to affect the economy and the Company’s operations may depend on future developments.

 

XML 23 R9.htm IDEA: XBRL DOCUMENT v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.

 

The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.

 

The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:

 

   2023   2022 
   $   $ 
Technology fees   8,802,032    5,904,393 
Device sales   837,025    995,876 
Service-related and other revenue   -    750,000 
Revenue   9,639,057    7,650,269 

 

Inventories

 

Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.

 

   2023   2022 
   $    $ 
Raw material   1,186,735    468,454 
Finished goods   1,150,271    374,470 
           
Inventories   2,337,006    842,924 

 

Significant accounting estimates and assumptions

 

The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, promissory notes, convertible notes and derivative liabilities.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Fair value of stock options

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.

 

Fair value of warrants

 

In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.

 

Fair value of derivative liabilities

 

In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.

 

Functional currency

 

Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.

 

Useful life of property and equipment

 

The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.

 

Provisions

 

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

 

Contingencies

 

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

 

Inventory obsolescence

 

Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Income and other taxes

 

The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

 

When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

 

Incremental borrowing rate for lease

 

The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.

 

Earnings (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Cash

 

Cash includes cash on hand and balances with banks.

 

Foreign Currency Translation

 

The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Accounts Receivable

 

Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

Fair Value of Financial Instruments

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

The fair value of financial instruments measured on a recurring basis is as follows (in thousands):

 

   As of March 31, 2023 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $1,008,216   $   $   $1,008,216 
Derivative liabilities, long-term   759,065            759,065 
Total liabilities at fair value  $1,767,281   $   $   $1,767,281 

 

   As of March 31, 2022 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $520,747   $   $   $520,747 
Derivative liabilities, long-term   352,402            352,402 
Total liabilities at fair value  $873,149   $   $   $873,149 

 

There were no transfers between fair value hierarchy levels during the years ended March 31, 2023 and 2022.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:

 

  Office equipment 5 years
  Leasehold improvement 5 years

 

Impairment for Long-Lived Assets

 

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2023 and 2022, the Company believes there was no impairment of its long-lived assets.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Leases

 

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.

 

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

 

Research and Development

 

Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

 

Selling, General and Administrative

 

Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.

 

Stock Based Compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Convertible Notes Payable and Derivative Instruments

 

The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 

Preferred Shares Extinguishments

 

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss.

 

Recently Issued Accounting Pronouncements  

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

 

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

XML 24 R10.htm IDEA: XBRL DOCUMENT v3.23.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
12 Months Ended
Mar. 31, 2023
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

  

As at

March 31, 2023

  

As at

March 31, 2022

 
   $   $ 
Trade and other payables   3,435,123    1,159,477 
Accrued liabilities   1,607,353    1,436,270 
Accounts payable and accrued liabilities   5,042,476    2,595,747 

 

Trade and other payables and accrued liabilities as at March 31, 2023 and 2022 included $446,771 and $2,851, respectively, due to a shareholder, who is a director and executive of the Company.

 

XML 25 R11.htm IDEA: XBRL DOCUMENT v3.23.2
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS
12 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

 

   2023   2022 
   Fiscal Year 
   2023   2022 
    $    $ 
Balance, beginning of year   1,540,000    2,617,798 
Conversion to common shares (Note 9)   (555,600)   (10,309,000)
Redemption of convertible notes   (126,680)    
Convertible note extinguishment   (500,000)    
New issuance of convertible note, net of discounts   2,335,243     
New issuance of short-term loan and promissory notes, net of discounts   2,444,480     
Repayment of short-term loans   (440,470)    
Accretion and amortization of discounts   77,495    9,231,202 
Balance, end of year   4,774,468    1,540,000 

 

Interest expense on the above debt instruments was $111,040 and $546,878 for the years ended March 31, 2023 and 2022, respectively.

 

Series A Convertible Promissory Notes:

 

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

 

For first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of Common Stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price).

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

For the first series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest.

 

For second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date

 

For the second series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest.

 

The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing.

 

The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes.

 

Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $10,135,690 after payment of the relevant financing related fees.

 

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $1.06 per share.

 

Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features.

 

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

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

As of March 31, 2023, the remaining unamortized discount on Series A convertible notes was $49,393.

 

As of March 31, 2023, the Company recorded $74,912 of interest accruals for the Series A Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Series B Convertible Notes

 

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

 

Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice.

 

The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is $1.06 per share for 100,000 warrant shares and $1.5 per share for 212,500 warrant shares.

 

Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features.

 

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

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

During the year ended March 31, 2022, $472,500 (face value) of Series B Notes were converted into 207,516 common shares. As at March 31, 2022, $840,000 of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.

 

During the year ended March 31, 2023, $555,600 (face value) of Series B Notes were converted into 761,038 common shares (Note 9 d).

 

During the year ended March 31, 2023, $126,680 (face value) of Series B Notes were redeemed by cash payment of $145,682. The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note, was $24,408, and was recognized as a gain upon convertible note repayment.

 

As of March 31, 2023, the Company recorded accrued interest in the amount of $84,863 related to the Series B Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

In total, as at March 31, 2023, the Company had issued $821,500 and $157,720 for Series A and Series B notes, respectively, out of which $200,000 and $157,720 for Series A and Series B notes remained outstanding beyond their contractual maturity date. These continued to accrue interest, and no repayment demand notification was received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently; and it is management’s expectation that all of these notes will eventually convert. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Series C Convertible Notes

 

During the three months ended March 31, 2023, the Company issued $590,000 (face value) in convertible promissory notes (the “Series C Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 15% per annum.

 

For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Conversion Amount”) could be converted into that number of shares of Common Stock equal to: the Conversion Amount divided by the “Optional Conversion Price”, which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

 

For Series C Notes, “Mandatory Conversion” of the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive Trading Days (the “Measurement Period”) (A) the closing price of the Common Stock on the applicable Trading Market is at least $3.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

 

The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time final closing.

 

The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing.

 

Net proceeds to the Company from Series C Notes issuance up to March 31, 2023 amounted to $501,000 after payment of the relevant financing related fees.

 

Prior to the final closing date, the Company determined that the conversion features contained in those Note, as well as the obligations to issue investor warrants and placement agent warrants represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion features, as well as the obligations related to investor warrant and placement agent warrant issuance.

 

For the Series C Notes, The Company recognized debt issuance costs of $89,000 and treated these as debt discounts. The Company also recognized additional debt discount in the amount of $501,000 in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note, and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the Notes. Since total debt discount amount cannot exceed total gross proceeds, the Company recognized $184,417 accretion expenses up front, which represents the amount of total derivative liabilities upon initial recognition of $685,417 less net proceeds of Series C Notes of $501,000.

 

As of March 31, 2023, the Company recorded accrued interest in the amount of $2,598 related to the Series C Notes.

 

As of March 31, 2023, the remaining unamortized discount on Series C convertible notes was $578,589.

 

Other Convertible Notes

 

On January 23, 2023, the Company issued $2,000,000 (face value) in convertible promissory notes (the “Other Convertible Notes”) to an accredited investor. The Notes mature 18 months from the issuance date. This note bears interest rate at a fixed rate of 10% in the form of stock with a striker price equal to the closing stock price on the note issuance date. Therefore, the Company issued 270,270 units of common stock in lieu of interest on this convertible note. These stocks were valued at $221,621 and was recognized as a deferred cost on the convertible note, recorded as a contra liability against the convertible note, and was amortized and recognized as accretion expense using the effective interest rate method over the remaining lives of the Other Convertible Notes.

 

The conversion of the Other Convertible Notes is automatic upon a Qualified Financing which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the note holder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes.

 

As of March 31, 2023, the remaining unamortized discount on Other Convertible Notes was $186,404.

 

Other Short-term loans and Promissory Notes

 

In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $13,995 ($560,000 in the aggregate). As of March 31, 2023, the amount of principal outstanding was $275,462. The remaining unamortized issuance cost discount was $6,142. The Company has an option to repay the loan earlier to receive a discount on total repayment. If the Company repays within 30 days, the total repayment is $512,000. If the Company repays within 60 days, the total repayment is $520,000. If the Company repays within 90 days, the total repayment is $528,000.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

In December 2022, the Company also entered into a short term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs in the amount of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $29,556 ($13,999 for the first four weeks, and $1,120,000 in the aggregate). As of March 31, 2023, the amount of principal outstanding under this agreement was $620,418 and the remaining unamortized issuance cost discount was $20,800. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $920,000 if repaid within 30 days, $944,000 if repaid within 60 days, $968,000 if repaid within 90 days, $1,000,000 if repaid within 120 days, and $1,088,000 if repaid within 150 days.

 

In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matures on December 15, 2023, when the Principal Amount is due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of March 31, 2023, the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $12,312.

 

On December 30, 2022, the Company extinguished 306,604 warrants (Note 9f) that were originally issued to Series A Convertible Note holders, and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has principal balance of $270,000, stated interest of zero, and matures on June 30, 2023. The Company is obligated to repay 50% of the principal balance on March 31, 2023, and the rest of the promissory notes on the maturity date. The fair value of this new promissory note was $248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and will be amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. The difference between these fair values is $176,711, and was recognized as other expense on the income statement. As of March 31, 2023, the obligation to repay 50% of the principal balance was waived and amount of principal outstanding on the note was $270,000, and the remaining unamortized discount was $7,304.

 

On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $300,000, prior to the deduction of issuance costs in the amount of $12,000. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $5,250 for the first four weeks, and $11,083 for the remaining 36 weeks, which is $420,000 in aggregate. As of March 31, 2023, the amount of principal outstanding under this agreement was $300,000 and the remaining unamortized issuance cost discount was $12,000. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $345,000 if repaid within 30 days, $354,000 if repaid within 60 days, $363,000 if repaid within 90 days and $375,000 if repaid within 120 days.

 

XML 26 R12.htm IDEA: XBRL DOCUMENT v3.23.2
TERM LOAN AND CREDIT AGREEMENT
12 Months Ended
Mar. 31, 2023
Term Loan And Credit Agreement  
TERM LOAN AND CREDIT AGREEMENT

6. TERM LOAN AND CREDIT AGREEMENT

 

Term Loan

 

On December 21, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’); as part of this, the Company has borrowed $12.4 million, with a maturity date of December 21, 2026. The principal will accrue interest at the LIBOR Rate plus 10.5% per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due on each February, May, August and November commencing February 15, 2022. Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances. Pursuant to the Credit Agreement the Company is subject to an Origination Fee in the amount of $120,000. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $600,000. 

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

As part of the loan transaction, the Company paid legal and professional costs directly in connection to the debt financing in the amount of $50,000 in cash.

 

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

 

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

 

Total costs directly in connection to the loan and fair value of warrants was in the amount of $1,042,149. And such costs were accounted as debt discount, and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. For the years ended March 31, 2023 and 2022, the amortization of debt discount expense was $202,138 and $54,822 respectively.

 

Total interest expense on the term loan for the years ended March 31, 2023 and 2022 $1,646,903 and $379,500, respectively. During November 2022, the unpaid interest of $364,000 was added to the outstanding principal balance, since then interest onwards would be calculated on the updated principal balance.

 

The Company had accrued interest payable of $239,614 and $164,833, respectively, as of March 31, 2023 and March 31, 2022.

 

The Company and Lender also entered into a Guarantee and Collateral Agreement (“Collateral Agreement”) wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 (the “IP Security Agreement”) wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property.

 

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

 

At March 31, 2023, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender. 

 

XML 27 R13.htm IDEA: XBRL DOCUMENT v3.23.2
FEDERALLY GUARANTEED LOAN
12 Months Ended
Mar. 31, 2023
Federally Guaranteed Loan  
FEDERALLY GUARANTEED LOAN

7. FEDERALLY GUARANTEED LOAN

 

Economic Injury Disaster Loan (“EIDL”)

 

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

 

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

 

As of March 31, 2023, the Company recorded accrued interest of $65,247 for the EIDL loan (March 31, 2022: $44,233).

 

Interest expense on the above loan was $32,654 and $44,233 for the years ended March 31, 2023 and 2022, respectively.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

XML 28 R14.htm IDEA: XBRL DOCUMENT v3.23.2
DERIVATIVE LIABILITIES
12 Months Ended
Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITIES

8. DERIVATIVE LIABILITIES

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value.

 

  

Fiscal Year 2023

$

  

Fiscal Year 2022

$

 
Derivative liabilities, beginning of year   352,402    410,042 
New issuance   -    17,084 
Change in fair value of derivatives during the Year   459,699    398,111 
Reduction due to preferred shares redeemed   (53,036)   (472,835)
Derivative liabilities, end of year   759,065    352,402 

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

 

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

 

   Fiscal Year   Fiscal Year 
   2023   2022 
Dividend yield (%)   12    12 
Risk-free rate for term (%)   1.90 4.40    1.63 - 1.71 
Volatility (%)   82.2 108.2    101.7 - 110.5 
Remaining terms (Years)   0.5 1.12    3.17 - 4.00 
Stock price ($ per share)   0.451.77    2.27 - 3.98 

 

In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity.

 

  

Fiscal Year 2023

$

  

Fiscal Year 2022

$

 
         
Balance beginning of year   520,747    3,633,856 
New Issuance   685,417      
Conversion to common shares   (192,794)   (3,398,557)
Change in fair value of derivative liabilities   24,174    285,448 
Convertible note modification   14,082     
Convertible note redemption   (43,410)    
Balance end of year   1,008,216    520,747 

 

The Monte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:

 

    Fiscal Year    Fiscal Year 
    2023    2022 
Risk-free rate for term (%)   4.104.70    0.40 - 1.37 
Volatility (%)   92.294.5    66.1 - 80.3 
Remaining terms (Years)   1.34 1.59    0.12 - 0.29 
Stock price ($ per share)   0.46 0.78    2.27 - 3.98 

 

XML 29 R15.htm IDEA: XBRL DOCUMENT v3.23.2
STOCKHOLDERS’ DEFICIENCY
12 Months Ended
Mar. 31, 2023
Equity [Abstract]  
STOCKHOLDERS’ DEFICIENCY

9. STOCKHOLDERS’ DEFICIENCY

 

(a)Authorized and Issued Stock

 

As at March 31, 2023, the Company is authorized to issue 125,000,000 (March 31, 2022 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2022 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2022 – 20,000) are designated shares of Series A preferred stock ($0.001 par value)

 

At March 31, 2023, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 52,514,582 (2022 – 51,277,040) shares; these were comprised of 51,047,864 (2022 – 49,810,322) shares of common stock and 1,466,718 (2022 – 1,466,718) exchangeable shares. At March 31, 2023, there were 6,304 Series A shares of Preferred Stock that were issued and outstanding (2022 – 7,200). There is also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement and outstanding as at March 31, 2023 and 2022.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

(b) Exchange Agreement

 

On February 2, 2016, the Company was formed through reverse-take-over:

 

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

 

Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

 

(c) Series (A) Preferred Stock

 

The number of Series A Preferred Stock issued and outstanding as of March 31, 2023 and 2022 was 6,304 and 7,200, respectively.

 

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

 

Preferred Stock Dividends

 

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

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Conversion

 

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

 

Other Adjustments and Rights

 

  ● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization.
   
  ● The Holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis.

 

Company Redemption

 

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

 

(d) Share issuances

 

Share issuances during the year ended March 31, 2022

 

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

 

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

 

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

 

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

 

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

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

Share issuances during the three months ended June 30, 2022

 

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

 

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

 

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

 

Share issuances during the three months ended September 30, 2022

 

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

 

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

 

Share issuances during the three months ended December 31, 2022

 

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

 

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

 

Share issuances during the three months ended March 31, 2023

 

During the three months ended March 31, 2023, the Company issued 2,240 common shares in connection with a cashless exercise of options. The Company recognized $2 of common shares and debited additional paid in capital for $2.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

In addition, the Company issued 270,270 common shares in lieu of interest payment for a new convertible note (Note 5). The fair value of the shares issued was $221,621, which was determined based on closing stock price on the date of share issuance approval. The fair value of shares issued was recognized as a deferred cost, a contra liability to convertible notes, with a corresponding credit to additional paid in capital.

 

(e) Shares to be issued

 

During the year ended March 31, 2023, the Company issued 100,094 shares in satisfaction of its obligation of shares to be issued, and moved $77,300 out of the shares to be issued account into the additional paid in capital account. As at March 31, 2023, the Company has 23,723 outstanding shares remaining to be issued in connection with warrant exercises in prior fiscal year.

 

(f) Warrant issuances, exercises and other activity

 

Warrant exercises and issuances during the year ended March 31, 2022

 

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

 

During the year ended March 31, 2022, the Company issued 212,594 warrants, including 25,000 as compensation for advisor and consultant services, and 187,594 as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $541,443, and recognized as selling, general and administrative expenses, with a corresponding credit to additional paid-in capital.

 

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

 

During the year ended March 31, 2022, the Company issued 373,404 share purchase warrants to underwriter. The warrants were not considered as a derivative instrument and were accounted as additional paid-in capital along with the uplisting transaction. The warrants were fair valued at $900,371. The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date August 26, 2026, exercise price $3.75, rate of returns 0.77%, and volatility 111.9%.

 

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

 

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

 

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

 

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

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

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

 

Warrant issuances during the three months ended March 31, 2023

 

None.

 

Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2023 and 2022 as follows:

 

Warrant activity during the years ended March 31, 2023 and 2022 is indicated below: 

 

   Broker Warrants   Consultant and Noteholder Warrants   Warrants Issued on Convertible Notes   Total 
As at March 31, 2021   1,258,495    2,130,555    7,766,652    11,155,702 
Expired/cancelled   (150,841)   (298,333)   -    (449,174)
Exercised   (662,389)   (242,500)   (555,029)   (1,459,918)
Issued   430,940    212,594    -    643,534 
As at March 31, 2022   876,205    1,802,316    7,211,623    9,890,144 
Expired/cancelled   (37,134)   (517,583)   (1,563,980)   (2,118,697)
Exercised          (318,396)   (318,396)
Issued      390,894        390,894 
As at March 31, 2023   839,071    1,675,627    5,329,247    7,843,945 
Exercise Price  $ 1.06 to $6.26   $0.45 to $3.15   $1.06 to $1.50      
Expiration Date   August 2026 to January 2031    April 2023 to Dec 2032    January 2024 to February 2024      

 

(g) Stock-based compensation

 

2016 Equity Incentive Plan

 

On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase.

 

During the year ended March 31, 2023, the Company granted 1,713,937 stock options (2022: 596,458 options) with a weighted average grant date exercise price of $1.1007 (2022: $1.5272). The Company recorded stock-based compensation of $647,631 (2022: $913,613) in connection with ESOP 2016 Plan under selling, general and administrative expenses with corresponding credit to additional paid in capital.

 

As of March 12, 2023, the Company cancelled 1,300,000 of stock options that belongs to CEO (original grant date January 16, 2018, exercise price $5.44, expiry date January 17, 2028) and granted new stock options to the CEO in unit numbers of 350,000, 350,000 and 1,000,000 (exercise price $1.25, $1.75 and $0.81, respectively, expiry date March 12, 2033). The company accounted for this transaction as a stock option modification in accordance to guidance in ASC 718, and recognized an expense of $246,647 immediately upon modification date as a result of such modification. This expense is included in total stock-based compensation expense for the year ended March 31, 2023.

 

The following table summarizes the stock option activities during the fiscal year ended March 31, 2023:

 

  

Number of

Options

  

Weighted

Average

Exercise

Price

  

Weighted Average

Remaining

Contractual

Term (years)

  

Aggregate

Intrinsic

Value(1)

 
                     
Outstanding at March 31, 2022   7,409,714   $2.3466    5.75   $ 567,584  
Granted   1,713,937   $1.1007    9.95     -  
Exercised   (2,240)  $0.7400    -     -  
Expired   (1,333,982)  $5.1150    4.83     -  
Forfeited   (199,520)  $1.0830    6.86     -  
Outstanding at March 31, 2023   7,587,909   $1.5487    6.30   $ 8,185,321  
Vested and expected to vest at March 31, 2023   7,587,909   $1.5487    6.30   $ 8,185,321  
Vested and exercisable at March 31, 2023   5,763,126   $1.6830    5.54   $ 6,990,741  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $0.47 and $2.27 per share, respectively.

 

The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31: 

 

   2023   2022 
Exercise price ($)   0.452.27    2.40-3.98 
Risk free interest rate (%)   

2.204.40

    0.34 2.32 
Expected term (Years)   

10.0

    2.0 10.0 
Expected volatility (%)   

71121.2

    106.6 129.9 
Expected dividend yield (%)   

0.00

    0.00 
Fair value of option ($)   

0.361.995

    1.19 3.52 
Expected forfeiture (attrition) rate (%)   

0.00

    0.00 

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

2023 Equity Incentive Plan and the Employee Stock Purchase Plans

 

On March 31, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of 5,000,000 shares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the Company’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has been issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan.

 

The Company also adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”). In no event can any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.

 

There were no issuances under either the 2023 Plan or the ESPP as of March 31, 2023 and 2022.

 

XML 30 R16.htm IDEA: XBRL DOCUMENT v3.23.2
INCOME TAXES
12 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

10. INCOME TAXES

 

Income taxes

 

The provision for income taxes differs from that computed at combined corporate tax rate of approximately 26% as follows:

 

Income tax recovery

 

  

Year ended

March 31, 2023

  

Year ended

March 31, 2022

 
   $   $ 
Net loss   (18,658,143)   (29,130,477)
           
Expected income tax recovery   (4,851,117)   (7,573,924)
Non-deductible expenses   648,813    3,645,962 
Other temporary differences   (4,160)   (24,972)
Change in valuation allowance   4,206,464    3,952,934 
Income tax recovery        

 

Deferred tax assets

 

   As at
March 31, 2023
   As at
March 31, 2022
 
   $   $ 
Non-capital loss carry forwards   15,421,255    11,214,790 
Other temporary differences   12,123    16,283 
Valuation allowance   (15,433,378)   (11,231,073)
Deferred tax assets        

 

As of March 31, 2023 and 2022, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets.

 

As of March 31, 2023 and 2022, the Company has approximately $59,312,517 and $43,133,807, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2035 to 2039.

 

As of March 31, 2023, and 2022 the Company was not subject to any uncertain tax positions.

 

XML 31 R17.htm IDEA: XBRL DOCUMENT v3.23.2
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

11. COMMITMENTS AND CONTINGENCIES

 

There are no claims against the Company that were assessed as significant, which were outstanding as at March 31, 2023 and, consequently, no provision for such has been recognized in the consolidated financial statements.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

XML 32 R18.htm IDEA: XBRL DOCUMENT v3.23.2
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS
12 Months Ended
Mar. 31, 2023
Operating Lease Right-of-use Assets And Lease Obligations  
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS

12. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS

 

The Company has one operating lease primarily for office and administration.

 

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

 

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

 

   2023     2022 
Right of Use Asset  $     $ 
Beginning balance at March 31   1,242,700       66,120 
New leases   685,099       1,308,731 
Amortization   (340,307 )     (132,151)
Ending balance at March 31   1,587,492       1,242,700 

 

   2023     2022 
Lease Liability  $     $ 
Beginning balance at March 31   1,330,338       58,257 
New leases   685,099       1,308,731 
Repayment and interest accretion   (293,342 )     (36,650)
Ending balance at March 31   1,722,095       1,330,338 
              
Current portion of operating lease liability   335,608       210,320 
Noncurrent portion of operating lease liability   1,386,487       1,120,018 

 

The operating lease expense was $405,496 for the year ended March 31, 2023 (2022: $293,888) and included in the selling, general and administrative expenses.

 

The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2023:

 

Calendar year  $ 
Calendar year  $ 
2023   394,214 
2024   552,293 
2025   600,288 
2026   565,359 
2027 and beyond   - 
Total undiscounted lease liability   2,112,154 
Less imputed interest   (390,059)
Total   1,722,095 

 

XML 33 R19.htm IDEA: XBRL DOCUMENT v3.23.2
PROPERTY AND EQUIPMENT
12 Months Ended
Mar. 31, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

13. PROPERTY AND EQUIPMENT

 

During the year-ended March 31, 2022, the Company purchased leasehold improvements of $12,928 (useful life: 5 years) as well as furniture & fixtures of $16,839 (useful life: 5 years). There were no purchases of property and equipment during the fiscal year ended March 31, 2023. The Company recognized depreciation expense for these assets in the amount of $5,953 and $2,308 during the years ended March 31, 2023 and 2022, respectively.

 

Cost  Office equipment   Leasehold improvement   Total 
   $   $   $ 
Balance at March 31, 2021            
Additions   16,839    12,928    29,767 
Balance at March 31, 2022   16,839    12,928    29,767 
Additions            
Balance at March 31, 2023   16,839    12,928    29,767 

 

Accumulated depreciation  Office equipment   Leasehold improvement   Total 
   $   $   $ 
Balance at March 31, 2021            
Depreciation for the year   1,308    1,000    2,308 
Balance at March 31, 2022   1,308    1,000    2,308 
Depreciation for the year   3,367    2,586    5,953 
Balance at March 31, 2023   4,675    3,586    8,261 
                
Net book value               
Balance at March 31, 2022   15,531    11,928    27,459 
Balance at March 31, 2023   12,164    9,432    21,506 

 

XML 34 R20.htm IDEA: XBRL DOCUMENT v3.23.2
SUBSEQUENT EVENTS
12 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to June 29, 2023, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:

 

During the period from April 1 to June 29, 2023, the following events occurred:

 

  The Company issued a further $1 million (face value) Series C Notes, which are convertible promissory notes sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 15% per annum. For additional information, please see Note 5 – Convertible Promissory Notes and Short Term Loans.
  The Company entered into a secured revolving account purchase credit and inventory financing facility with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. On June 29, 2023, the Company had drawn $0.8 million in accounts receivable financing and $0.3 million in inventory financing.

XML 35 R21.htm IDEA: XBRL DOCUMENT v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Revenue Recognition

Revenue Recognition

 

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.

 

The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.

 

The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:

 

   2023   2022 
   $   $ 
Technology fees   8,802,032    5,904,393 
Device sales   837,025    995,876 
Service-related and other revenue   -    750,000 
Revenue   9,639,057    7,650,269 

 

Inventories

Inventories

 

Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.

 

   2023   2022 
   $    $ 
Raw material   1,186,735    468,454 
Finished goods   1,150,271    374,470 
           
Inventories   2,337,006    842,924 

 

Significant accounting estimates and assumptions

Significant accounting estimates and assumptions

 

The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, promissory notes, convertible notes and derivative liabilities.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Fair value of stock options

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.

 

Fair value of warrants

 

In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.

 

Fair value of derivative liabilities

 

In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.

 

Functional currency

 

Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.

 

Useful life of property and equipment

 

The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.

 

Provisions

 

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

 

Contingencies

 

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

 

Inventory obsolescence

 

Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Income and other taxes

 

The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

 

When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

 

Incremental borrowing rate for lease

 

The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.

 

Earnings (Loss) Per Share

Earnings (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Cash

Cash

 

Cash includes cash on hand and balances with banks.

 

Foreign Currency Translation

Foreign Currency Translation

 

The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Accounts Receivable

Accounts Receivable

 

Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

 

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

 

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

The fair value of financial instruments measured on a recurring basis is as follows (in thousands):

 

   As of March 31, 2023 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $1,008,216   $   $   $1,008,216 
Derivative liabilities, long-term   759,065            759,065 
Total liabilities at fair value  $1,767,281   $   $   $1,767,281 

 

   As of March 31, 2022 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $520,747   $   $   $520,747 
Derivative liabilities, long-term   352,402            352,402 
Total liabilities at fair value  $873,149   $   $   $873,149 

 

There were no transfers between fair value hierarchy levels during the years ended March 31, 2023 and 2022.

 

Property and Equipment

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:

 

  Office equipment 5 years
  Leasehold improvement 5 years

 

Impairment for Long-Lived Assets

Impairment for Long-Lived Assets

 

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2023 and 2022, the Company believes there was no impairment of its long-lived assets.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Leases

Leases

 

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.

 

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

 

Research and Development

Research and Development

 

Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

 

Selling, General and Administrative

Selling, General and Administrative

 

Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.

 

Stock Based Compensation

Stock Based Compensation

 

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

 

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

Convertible Notes Payable and Derivative Instruments

Convertible Notes Payable and Derivative Instruments

 

The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 

Preferred Shares Extinguishments

Preferred Shares Extinguishments

 

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss.

 

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements  

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

 

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

 

 

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2023 and 2022

(Expressed in US Dollars)

 

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

 

XML 36 R22.htm IDEA: XBRL DOCUMENT v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
SCHEDULE OF REVENUE RECOGNITION

The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:

 

   2023   2022 
   $   $ 
Technology fees   8,802,032    5,904,393 
Device sales   837,025    995,876 
Service-related and other revenue   -    750,000 
Revenue   9,639,057    7,650,269 
SCHEDULE OF INVENTORIES

 

   2023   2022 
   $    $ 
Raw material   1,186,735    468,454 
Finished goods   1,150,271    374,470 
           
Inventories   2,337,006    842,924 
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments measured on a recurring basis is as follows (in thousands):

 

   As of March 31, 2023 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $1,008,216   $   $   $1,008,216 
Derivative liabilities, long-term   759,065            759,065 
Total liabilities at fair value  $1,767,281   $   $   $1,767,281 

 

   As of March 31, 2022 
Description  Total   Level 1   Level 2   Level 3 
Liabilities:                
Derivative liabilities, short-term  $520,747   $   $   $520,747 
Derivative liabilities, long-term   352,402            352,402 
Total liabilities at fair value  $873,149   $   $   $873,149 
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

 

  Office equipment 5 years
  Leasehold improvement 5 years
XML 37 R23.htm IDEA: XBRL DOCUMENT v3.23.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
12 Months Ended
Mar. 31, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

  

As at

March 31, 2023

  

As at

March 31, 2022

 
   $   $ 
Trade and other payables   3,435,123    1,159,477 
Accrued liabilities   1,607,353    1,436,270 
Accounts payable and accrued liabilities   5,042,476    2,595,747 
XML 38 R24.htm IDEA: XBRL DOCUMENT v3.23.2
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables)
12 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF CONVERTIBLE NOTES

 

   2023   2022 
   Fiscal Year 
   2023   2022 
    $    $ 
Balance, beginning of year   1,540,000    2,617,798 
Conversion to common shares (Note 9)   (555,600)   (10,309,000)
Redemption of convertible notes   (126,680)    
Convertible note extinguishment   (500,000)    
New issuance of convertible note, net of discounts   2,335,243     
New issuance of short-term loan and promissory notes, net of discounts   2,444,480     
Repayment of short-term loans   (440,470)    
Accretion and amortization of discounts   77,495    9,231,202 
Balance, end of year   4,774,468    1,540,000 
XML 39 R25.htm IDEA: XBRL DOCUMENT v3.23.2
DERIVATIVE LIABILITIES (Tables)
12 Months Ended
Mar. 31, 2023
Debt Instrument [Line Items]  
SCHEDULE OF DERIVATIVE LIABILITIES

 

  

Fiscal Year 2023

$

  

Fiscal Year 2022

$

 
Derivative liabilities, beginning of year   352,402    410,042 
New issuance   -    17,084 
Change in fair value of derivatives during the Year   459,699    398,111 
Reduction due to preferred shares redeemed   (53,036)   (472,835)
Derivative liabilities, end of year   759,065    352,402 
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS

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

 

   Fiscal Year   Fiscal Year 
   2023   2022 
Dividend yield (%)   12    12 
Risk-free rate for term (%)   1.90 4.40    1.63 - 1.71 
Volatility (%)   82.2 108.2    101.7 - 110.5 
Remaining terms (Years)   0.5 1.12    3.17 - 4.00 
Stock price ($ per share)   0.451.77    2.27 - 3.98 
Convertible Debt [Member]  
Debt Instrument [Line Items]  
SCHEDULE OF DERIVATIVE LIABILITIES

 

  

Fiscal Year 2023

$

  

Fiscal Year 2022

$

 
         
Balance beginning of year   520,747    3,633,856 
New Issuance   685,417      
Conversion to common shares   (192,794)   (3,398,557)
Change in fair value of derivative liabilities   24,174    285,448 
Convertible note modification   14,082     
Convertible note redemption   (43,410)    
Balance end of year   1,008,216    520,747 
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS

The Monte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:

 

    Fiscal Year    Fiscal Year 
    2023    2022 
Risk-free rate for term (%)   4.104.70    0.40 - 1.37 
Volatility (%)   92.294.5    66.1 - 80.3 
Remaining terms (Years)   1.34 1.59    0.12 - 0.29 
Stock price ($ per share)   0.46 0.78    2.27 - 3.98 
XML 40 R26.htm IDEA: XBRL DOCUMENT v3.23.2
STOCKHOLDERS’ DEFICIENCY (Tables)
12 Months Ended
Mar. 31, 2023
Equity [Abstract]  
SCHEDULE OF WARRANTS OUTSTANDING

Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2023 and 2022 as follows:

 

Warrant activity during the years ended March 31, 2023 and 2022 is indicated below: 

 

   Broker Warrants   Consultant and Noteholder Warrants   Warrants Issued on Convertible Notes   Total 
As at March 31, 2021   1,258,495    2,130,555    7,766,652    11,155,702 
Expired/cancelled   (150,841)   (298,333)   -    (449,174)
Exercised   (662,389)   (242,500)   (555,029)   (1,459,918)
Issued   430,940    212,594    -    643,534 
As at March 31, 2022   876,205    1,802,316    7,211,623    9,890,144 
Expired/cancelled   (37,134)   (517,583)   (1,563,980)   (2,118,697)
Exercised          (318,396)   (318,396)
Issued      390,894        390,894 
As at March 31, 2023   839,071    1,675,627    5,329,247    7,843,945 
Exercise Price  $ 1.06 to $6.26   $0.45 to $3.15   $1.06 to $1.50      
Expiration Date   August 2026 to January 2031    April 2023 to Dec 2032    January 2024 to February 2024      
SCHEDULE OF STOCK OPTION ACTIVITIES

The following table summarizes the stock option activities during the fiscal year ended March 31, 2023:

 

  

Number of

Options

  

Weighted

Average

Exercise

Price

  

Weighted Average

Remaining

Contractual

Term (years)

  

Aggregate

Intrinsic

Value(1)

 
                     
Outstanding at March 31, 2022   7,409,714   $2.3466    5.75   $ 567,584  
Granted   1,713,937   $1.1007    9.95     -  
Exercised   (2,240)  $0.7400    -     -  
Expired   (1,333,982)  $5.1150    4.83     -  
Forfeited   (199,520)  $1.0830    6.86     -  
Outstanding at March 31, 2023   7,587,909   $1.5487    6.30   $ 8,185,321  
Vested and expected to vest at March 31, 2023   7,587,909   $1.5487    6.30   $ 8,185,321  
Vested and exercisable at March 31, 2023   5,763,126   $1.6830    5.54   $ 6,990,741  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $0.47 and $2.27 per share, respectively.
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS

The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31: 

 

   2023   2022 
Exercise price ($)   0.452.27    2.40-3.98 
Risk free interest rate (%)   

2.204.40

    0.34 2.32 
Expected term (Years)   

10.0

    2.0 10.0 
Expected volatility (%)   

71121.2

    106.6 129.9 
Expected dividend yield (%)   

0.00

    0.00 
Fair value of option ($)   

0.361.995

    1.19 3.52 
Expected forfeiture (attrition) rate (%)   

0.00

    0.00 
XML 41 R27.htm IDEA: XBRL DOCUMENT v3.23.2
INCOME TAXES (Tables)
12 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 

  

Year ended

March 31, 2023

  

Year ended

March 31, 2022

 
   $   $ 
Net loss   (18,658,143)   (29,130,477)
           
Expected income tax recovery   (4,851,117)   (7,573,924)
Non-deductible expenses   648,813    3,645,962 
Other temporary differences   (4,160)   (24,972)
Change in valuation allowance   4,206,464    3,952,934 
Income tax recovery        
SCHEDULE OF DEFERRED TAX ASSETS

 

   As at
March 31, 2023
   As at
March 31, 2022
 
   $   $ 
Non-capital loss carry forwards   15,421,255    11,214,790 
Other temporary differences   12,123    16,283 
Valuation allowance   (15,433,378)   (11,231,073)
Deferred tax assets        
XML 42 R28.htm IDEA: XBRL DOCUMENT v3.23.2
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables)
12 Months Ended
Mar. 31, 2023
Operating Lease Right-of-use Assets And Lease Obligations  
SCHEDULE OF OPERATING LEASES OBLIGATIONS

 

   2023     2022 
Right of Use Asset  $     $ 
Beginning balance at March 31   1,242,700       66,120 
New leases   685,099       1,308,731 
Amortization   (340,307 )     (132,151)
Ending balance at March 31   1,587,492       1,242,700 

 

   2023     2022 
Lease Liability  $     $ 
Beginning balance at March 31   1,330,338       58,257 
New leases   685,099       1,308,731 
Repayment and interest accretion   (293,342 )     (36,650)
Ending balance at March 31   1,722,095       1,330,338 
              
Current portion of operating lease liability   335,608       210,320 
Noncurrent portion of operating lease liability   1,386,487       1,120,018 
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION

The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2023:

 

Calendar year  $ 
Calendar year  $ 
2023   394,214 
2024   552,293 
2025   600,288 
2026   565,359 
2027 and beyond   - 
Total undiscounted lease liability   2,112,154 
Less imputed interest   (390,059)
Total   1,722,095 
XML 43 R29.htm IDEA: XBRL DOCUMENT v3.23.2
PROPERTY AND EQUIPMENT (Tables)
12 Months Ended
Mar. 31, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

 

Cost  Office equipment   Leasehold improvement   Total 
   $   $   $ 
Balance at March 31, 2021            
Additions   16,839    12,928    29,767 
Balance at March 31, 2022   16,839    12,928    29,767 
Additions            
Balance at March 31, 2023   16,839    12,928    29,767 

 

Accumulated depreciation  Office equipment   Leasehold improvement   Total 
   $   $   $ 
Balance at March 31, 2021            
Depreciation for the year   1,308    1,000    2,308 
Balance at March 31, 2022   1,308    1,000    2,308 
Depreciation for the year   3,367    2,586    5,953 
Balance at March 31, 2023   4,675    3,586    8,261 
                
Net book value               
Balance at March 31, 2022   15,531    11,928    27,459 
Balance at March 31, 2023   12,164    9,432    21,506 
XML 44 R30.htm IDEA: XBRL DOCUMENT v3.23.2
BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2021
Sep. 30, 2021
Dec. 31, 2021
Mar. 31, 2023
Mar. 31, 2021
Mar. 31, 2022
Short-Term Debt [Line Items]            
Retained Earnings (Accumulated Deficit)       $ 112,570,825   $ 93,037,142
Working capital deficiency       6,440,566    
Proceeds from Issuance of Debt     $ 11,756,563   $ 11,375,690  
Proceeds from Issuance Initial Public Offering   $ 14,545,805        
Proceeds from Short-Term Debt       1,476,121    
Debt Conversion, Converted Instrument, Amount       $ 2,355,318    
Economic Injury Disaster Loan [Member]            
Short-Term Debt [Line Items]            
Proceeds from Issuance of Debt $ 499,900          
XML 45 R31.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Product Information [Line Items]    
Revenue $ 9,639,057 $ 7,650,269
Technology Fees [Member]    
Product Information [Line Items]    
Revenue 8,802,032 5,904,393
Device Sales [Member]    
Product Information [Line Items]    
Revenue 837,025 995,876
Service Related and Other Revenue [Member]    
Product Information [Line Items]    
Revenue $ 750,000
XML 46 R32.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF INVENTORIES (Details) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Accounting Policies [Abstract]    
Raw material $ 1,186,735 $ 468,454
Finished goods 1,150,271 374,470
Inventories $ 2,337,006 $ 842,924
XML 47 R33.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities, short-term $ 1,008,216 $ 520,747
Derivative liabilities, long-term 759,065 352,402
Total liabilities at fair value 1,767,281 873,149
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities, short-term
Derivative liabilities, long-term
Total liabilities at fair value
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities, short-term
Derivative liabilities, long-term
Total liabilities at fair value
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Derivative liabilities, short-term 1,008,216 520,747
Derivative liabilities, long-term 759,065 352,402
Total liabilities at fair value $ 1,767,281 $ 873,149
XML 48 R34.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)
Mar. 31, 2023
Mar. 31, 2022
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Leasehold improvement 5 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Leasehold improvement 5 years 5 years
XML 49 R35.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Payables and Accruals [Abstract]    
Trade and other payables $ 3,435,123 $ 1,159,477
Accrued liabilities 1,607,353 1,436,270
Accounts payable and accrued liabilities $ 5,042,476 $ 2,595,747
XML 50 R36.htm IDEA: XBRL DOCUMENT v3.23.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Payables and Accruals [Abstract]    
Trade and other payables and accrued liabilities $ 446,771 $ 2,851
XML 51 R37.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Debt Disclosure [Abstract]    
Balance, beginning of year $ 1,540,000 $ 2,617,798
Conversion to common shares (Note 9) (555,600) (10,309,000)
Redemption of convertible notes (126,680)
Convertible note extinguishment (500,000)
New issuance of convertible note, net of discounts 2,335,243
New issuance of short-term loan and promissory notes, net of discounts 2,444,480
Repayment of short-term loans (440,470)
Accretion and amortization of discounts 77,495 9,231,202
Balance, end of year $ 4,774,468 $ 1,540,000
XML 52 R38.htm IDEA: XBRL DOCUMENT v3.23.2
CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 29, 2023
Jan. 23, 2023
Dec. 30, 2022
Dec. 21, 2021
May 22, 2020
Dec. 31, 2022
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Nov. 30, 2022
Short-Term Debt [Line Items]                          
Interest expense                   $ 111,040 $ 546,878    
Issuance of debt                 $ 11,756,563     $ 11,375,690  
Debt conversion description                   The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note      
Proceeds from convertible debt                   $ 2,355,318    
Deferred finance costs       $ 193,437                  
Debt instrument maturity date       Dec. 21, 2026                  
Principal amount       $ 12,400,000                 $ 364,000
Warrants issued             57,536     57,536      
Instrument amount                   $ 2,355,318      
Accretion expense                   743,459 9,286,023    
Convertible notes payable                   221,621      
Gross proceeds                   1,476,121      
Repayments of debt                   440,470    
Other Expense [Member]                          
Short-Term Debt [Line Items]                          
Fair values     $ 176,711                    
Other Convertible Notes Payable [Member]                          
Short-Term Debt [Line Items]                          
Debt instrument interest rate stated percentage   10.00%                      
Convertible notes payable   $ 2,000,000                      
Convertible notes payable   270,270                      
Convertible notes payable   $ 221,621                      
Notes Payable, Other Payables [Member]                          
Short-Term Debt [Line Items]                          
Unamortized discount             $ 186,404     186,404      
Series B Preferred Stock [Member]                          
Short-Term Debt [Line Items]                          
Interest payable             84,863     84,863      
Convertible notes payable             157,720     157,720      
[custom:ConvertibleNotesPayableRemaining-0]             157,720     157,720      
Series A Preferred Stock [Member]                          
Short-Term Debt [Line Items]                          
Interest payable         $ 15,000                
Instrument amount         $ 100,000                
Converted instrument shares issued         115                
Convertible notes payable             821,500     821,500      
[custom:ConvertibleNotesPayableRemaining-0]             200,000     200,000      
Series C Preferred Stock [Member]                          
Short-Term Debt [Line Items]                          
Interest payable             2,598     2,598      
Conversion Notice [Member]                          
Short-Term Debt [Line Items]                          
Debt conversion description                       The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice  
Series A Convertible Note Holders [Member]                          
Short-Term Debt [Line Items]                          
Warrants issued     306,604                    
Warrant [Member]                          
Short-Term Debt [Line Items]                          
Warrants issued           306,604   306,604          
Warrant [Member] | Placement Agent [Member]                          
Short-Term Debt [Line Items]                          
Placement agent fees description                       The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $1.06 per share.  
Two Series A Notes [Member]                          
Short-Term Debt [Line Items]                          
Issuance of debt                       $ 11,275,500  
Debt instrument interest rate stated percentage                       12.00%  
Two Series A Notes [Member] | Warrant [Member]                          
Short-Term Debt [Line Items]                          
Placement agent fees description                       The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing  
Series A Notes One [Member]                          
Short-Term Debt [Line Items]                          
Description of conversion terms for debt instrument                       (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price).  
Debt conversion description                       the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest.  
Series A Notes One [Member] | Placement Agent [Member]                          
Short-Term Debt [Line Items]                          
Placement agent fees description                       The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes  
Series A Notes Two [Member]                          
Short-Term Debt [Line Items]                          
Description of conversion terms for debt instrument                       75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date  
Debt conversion description                       the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest  
Conversion price                       $ 4.00  
Series A Notes [Member]                          
Short-Term Debt [Line Items]                          
Proceeds from convertible debt                       $ 10,135,690  
Deferred finance costs                     2,301,854    
Unamortized discount             49,393     49,393 8,088,003    
Series A Note [Member]                          
Short-Term Debt [Line Items]                          
Principal amount     $ 500,000                    
Interest payable             74,912     74,912      
New Convertible Note [Member]                          
Short-Term Debt [Line Items]                          
Debt instrument interest rate stated percentage     12.00%                    
Unamortized discount     $ 64,636                    
Principal amount     621,500                    
Debt instrument accrued interest     $ 121,500                    
Debt instrument interest rate     75.00%                    
Debt instrument maturity date     Dec. 30, 2023                    
Principal amount     $ 621,500                    
Convertible debt     64,636                    
Fair values     $ 14,083                    
Series B Notes [Member]                          
Short-Term Debt [Line Items]                          
Debt conversion description                       The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage.  
Proceeds from convertible debt                       $ 1,240,000  
Deferred finance costs                     10,000    
Unamortized discount                     1,312,500    
Principal amount                     840,000    
Instrument amount                   $ 555,600 $ 472,500    
Converted instrument shares issued                   761,038 207,516    
Debt instrument periodic payment                   $ 126,680      
Cash payment               $ 145,682          
Convertible notes payable             24,408     $ 24,408      
Series B Notes [Member] | Accredited Investors [Member]                          
Short-Term Debt [Line Items]                          
Principal amount                       $ 1,312,500  
Series B Notes [Member] | Warrant [Member]                          
Short-Term Debt [Line Items]                          
Warrants and rights outstanding term                       3 years  
Series B Notes [Member] | Warrant One [Member]                          
Short-Term Debt [Line Items]                          
Exercise price                       $ 1.06  
Warrants issued                       100,000  
Series B Notes [Member] | Warrant Two [Member]                          
Short-Term Debt [Line Items]                          
Exercise price                       $ 1.5  
Warrants issued                       212,500  
Series C Notes [Member]                          
Short-Term Debt [Line Items]                          
Issuance of debt             $ 590,000            
Debt instrument interest rate stated percentage             15.00%     15.00%      
Description of conversion terms for debt instrument                   (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing      
Debt conversion description                   the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive Trading Days (the “Measurement Period”) (A) the closing price of the Common Stock on the applicable Trading Market is at least $3.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing      
Proceeds from convertible debt                   $ 501,000      
Deferred finance costs             $ 89,000     89,000      
Unamortized discount             578,589     578,589      
Recognized additional debt discount             501,000     501,000      
Accretion expense                   184,417      
Derivative liabilities upon initial recognition             685,417     $ 685,417      
Series C Notes [Member] | Placement Agent [Member]                          
Short-Term Debt [Line Items]                          
Placement agent fees description                   The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes      
Series C Notes [Member] | Warrant [Member]                          
Short-Term Debt [Line Items]                          
Placement agent fees description                   The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time final closing      
Series C Notes [Member] | Warrant [Member] | Placement Agent [Member]                          
Short-Term Debt [Line Items]                          
Placement agent fees description                   The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing      
Short-term Bridge Loan Agreement [Member] | Collateralized Merchant Finance Company [Member]                          
Short-Term Debt [Line Items]                          
Deferred finance costs           $ 9,999   9,999          
Unamortized discount           6,142   6,142          
Principal amount           560,000 275,462 560,000   $ 275,462      
Debt instrument periodic payment           13,995              
Gross proceeds           $ 400,000              
Debt instrument term           280 days              
Short-term Bridge Loan Agreement [Member] | Collateralized Merchant Finance Company [Member] | Repay With In Thirty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           $ 512,000              
Short-term Bridge Loan Agreement [Member] | Collateralized Merchant Finance Company [Member] | Repay With In Sixty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           520,000              
Short-term Bridge Loan Agreement [Member] | Collateralized Merchant Finance Company [Member] | Repay With In Ninety Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           528,000              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member]                          
Short-Term Debt [Line Items]                          
Deferred finance costs           32,000   32,000          
Unamortized discount             20,800     20,800      
Principal amount           1,120,000 620,418 1,120,000   620,418      
Debt instrument periodic payment           29,556              
Gross proceeds           $ 800,000              
Debt instrument term           280 days              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | First Four Weeks [Member]                          
Short-Term Debt [Line Items]                          
Debt instrument periodic payment           $ 13,999              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With In Thirty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           920,000              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With In Sixty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           944,000              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With In Ninety Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           968,000              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With In One Twenty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           1,000,000              
Short-term Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With In One Fifty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt           1,088,000              
Promissory Note Agreement [Member] | Individual Investor [Member]                          
Short-Term Debt [Line Items]                          
Principal amount           $ 600,000 600,000 $ 600,000   600,000      
Debt instrument interest rate           25.00%              
Debt instrument maturity date           Dec. 15, 2023              
Interest payable             12,312     12,312      
Early payment penalty provision percentage           3.00%              
New Promissory Note [Member]                          
Short-Term Debt [Line Items]                          
Unamortized discount             7,304     7,304      
Principal amount             $ 270,000     $ 270,000      
Debt instrument maturity date     Jun. 30, 2023                    
Principal amount     $ 270,000                    
Obligation to repay             50.00%     50.00%      
Fair value     248,479                    
Adjustment carrying value and principal amount     $ 21,521                    
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member]                          
Short-Term Debt [Line Items]                          
Deferred finance costs $ 12,000                        
Unamortized discount             $ 12,000     $ 12,000      
Principal amount 420,000           $ 300,000     $ 300,000      
Gross proceeds 300,000                        
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | First Four Weeks [Member]                          
Short-Term Debt [Line Items]                          
Debt instrument periodic payment 5,250                        
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Remaining Thirty Six Weeks [Member]                          
Short-Term Debt [Line Items]                          
Debt instrument periodic payment 11,083                        
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With Thirty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt 345,000                        
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With Sixty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt 354,000                        
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With Ninety Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt 363,000                        
Collateralized Bridge Loan Agreement [Member] | Finance Company [Member] | Repay With One Twenty Days [Member]                          
Short-Term Debt [Line Items]                          
Repayments of debt $ 375,000                        
XML 53 R39.htm IDEA: XBRL DOCUMENT v3.23.2
TERM LOAN AND CREDIT AGREEMENT (Details Narrative) - USD ($)
12 Months Ended
Dec. 21, 2021
Mar. 31, 2023
Mar. 31, 2022
Nov. 30, 2022
Cash and Cash Equivalents [Line Items]        
Face amount $ 12,400,000     $ 364,000
Maturity date Dec. 21, 2026      
Accrue interest 10.50%      
Debt instrument date Feb. 15, 2022      
Debt instrument payment terms Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances      
Origination fee $ 120,000      
Exit fees 600,000      
Debt financing 193,437      
Professional fee 48,484      
Fee amount 144,953      
Gross proceeds 12,000,000      
Repayment of short term debt 1,574,068      
Fair value of warrants 1,042,149      
Amortization of debt discount expense   $ 202,138 $ 54,822  
Total interest expense   1,839,159 1,283,570  
Interest payable current   $ 239,614 164,833  
Warrants issued   57,536    
Issuance of warrants 198,713      
Term Loan [Member]        
Cash and Cash Equivalents [Line Items]        
Total interest expense   $ 1,646,903 $ 379,500  
Cash [Member]        
Cash and Cash Equivalents [Line Items]        
Debt financing $ 50,000      
XML 54 R40.htm IDEA: XBRL DOCUMENT v3.23.2
FEDERALLY GUARANTEED LOAN (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Dec. 21, 2021
May 31, 2021
Apr. 30, 2020
Mar. 31, 2023
Mar. 31, 2022
Short-Term Debt [Line Items]          
Company received an additional $ 12,000,000        
Interest expense       $ 1,839,159 $ 1,283,570
Economic Injury Disaster Loan [Member]          
Short-Term Debt [Line Items]          
Company received an additional   $ 499,900 $ 370,900    
Debt Instrument, Description     The loan has a term of 30 years and an interest rate of 3.75% per annum, without the requirement for payment in its first 12 months    
Debt instrument term     30 years    
Interest rate     3.75%    
Accrued interest       65,247 44,233
Interest expense       $ 32,654 $ 44,233
XML 55 R41.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Debt Instrument [Line Items]    
Balance beginning of year $ 352,402 $ 410,042
New Issuance 17,084
Change in fair value of derivative liabilities 459,699 398,111
Reduction due to preferred shares redeemed (53,036) (472,835)
Balance end of year 759,065 352,402
Convertible Debt [Member]    
Debt Instrument [Line Items]    
Balance beginning of year 520,747 3,633,856
New Issuance 685,417  
Change in fair value of derivative liabilities 24,174 285,448
Conversion to common shares (192,794) (3,398,557)
Convertible note modification 14,082
Convertible note redemption (43,410)
Balance end of year $ 1,008,216 $ 520,747
XML 56 R42.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details)
12 Months Ended
Mar. 31, 2023
$ / shares
Mar. 31, 2022
$ / shares
Minimum [Member]    
Derivative [Line Items]    
Stock price $ 0.45 $ 2.27
Minimum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Stock price 0.46 2.27
Maximum [Member]    
Derivative [Line Items]    
Stock price 1.77 3.98
Maximum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Stock price $ 0.78 $ 3.98
Measurement Input, Expected Dividend Rate [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 12 12
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 1.90 1.63
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 4.10 0.40
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 4.40 1.71
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 4.70 1.37
Measurement Input, Price Volatility [Member] | Minimum [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 82.2 101.7
Measurement Input, Price Volatility [Member] | Minimum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 92.2 66.1
Measurement Input, Price Volatility [Member] | Maximum [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 108.2 110.5
Measurement Input, Price Volatility [Member] | Maximum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Derivative liability, measurement input 94.5 80.3
Measurement Input, Expected Term [Member] | Minimum [Member]    
Derivative [Line Items]    
Remaining terms 6 months 3 years 2 months 1 day
Measurement Input, Expected Term [Member] | Minimum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Remaining terms 1 year 4 months 2 days 1 month 13 days
Measurement Input, Expected Term [Member] | Maximum [Member]    
Derivative [Line Items]    
Remaining terms 1 year 1 month 13 days 4 years
Measurement Input, Expected Term [Member] | Maximum [Member] | Convertible Note and Warrant Derivative [Member]    
Derivative [Line Items]    
Remaining terms 1 year 7 months 2 days 3 months 14 days
XML 57 R43.htm IDEA: XBRL DOCUMENT v3.23.2
DERIVATIVE LIABILITIES (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May 22, 2020
Jan. 09, 2020
Dec. 19, 2019
Oct. 31, 2019
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Dec. 31, 2021
Sep. 30, 2021
Mar. 31, 2023
Mar. 31, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Issuance of preferred shares                   $ 100,000
Debt conversion, converted instrument, amount                   $ 2,355,318  
Derivative Financial Instruments, Liabilities [Member]                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Redeemed and derivative liabilities         $ 469,116 $ 65,062 $ 296,032 $ 225,919      
Preferred Stock [Member]                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Preferred stock, shares issued                   1 1
Stock redeemed or called during period, value         496,800 69,852 328,904 230,000      
Investment company, dividend distribution         $ 27,684 $ 4,790 $ 32,872 4,081      
Convertible preferred stock converted to other securities               715,000      
Deposit liabilities, accrued interest               1,076,513      
Common Stock [Member]                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Issuance of common shares for private placement, shares                     69,252
Stock redeemed or called during period, value               1,226,406      
Investment company, dividend distribution               $ 149,893      
Preferred stock, convertible, shares issuable               288,756      
Promissory Notes [Member]                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Conversion of stock, shares issued       1,830              
Proceeds from notes payable       $ 1,830,000              
Series A Preferred Stock [Member]                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Preferred stock, shares issued 215 7,830 7,830             6,304 7,200
Issuance of common shares for private placement, shares   6,000 6,000           100   288,756
Issuance of preferred shares $ 100,000   $ 6,000,000           $ 100,000   $ 100,000
Debt conversion, converted instrument, amount 100,000                    
Interest payable $ 15,000                    
Debt conversion, converted instrument, shares issued 115                    
Stock issued during period, shares, acquisitions 100                    
XML 58 R44.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Warrant outstanding, beginning balance 9,890,144 11,155,702
Expired/cancelled (2,118,697) (449,174)
Exercised (318,396) (1,459,918)
Issued 390,894 643,534
Warrant outstanding, ending balance 7,843,945 9,890,144
Broker Warrants [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Warrant outstanding, beginning balance 876,205 1,258,495
Expired/cancelled (37,134) (150,841)
Exercised (662,389)
Issued 430,940
Warrant outstanding, ending balance 839,071 876,205
Expiration Date August 2026 to January 2031  
Broker Warrants [Member] | Minimum [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Exercise Price $ 1.06  
Broker Warrants [Member] | Maximum [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Exercise Price $ 6.26  
Consultant Warrants [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Warrant outstanding, beginning balance 1,802,316 2,130,555
Expired/cancelled (517,583) (298,333)
Exercised (242,500)
Issued 390,894 212,594
Warrant outstanding, ending balance 1,675,627 1,802,316
Expiration Date April 2023 to Dec 2032  
Consultant Warrants [Member] | Minimum [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Exercise Price $ 0.45  
Consultant Warrants [Member] | Maximum [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Exercise Price $ 3.15  
Warrants Issued on Conversion of Convertible Notes [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Warrant outstanding, beginning balance 7,211,623 7,766,652
Expired/cancelled (1,563,980)
Exercised (318,396) (555,029)
Issued
Warrant outstanding, ending balance 5,329,247 7,211,623
Expiration Date January 2024 to February 2024  
Warrants Issued on Conversion of Convertible Notes [Member] | Minimum [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Exercise Price $ 1.06  
Warrants Issued on Conversion of Convertible Notes [Member] | Maximum [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Exercise Price $ 1.50  
XML 59 R45.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF STOCK OPTION ACTIVITIES (Details)
12 Months Ended
Mar. 31, 2023
USD ($)
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Weighted average exercise price, beginning outstanding $ 2.27
Weighted average exercise price, ending outstanding $ 0.47
Equity Option [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of options, beginning outstanding | shares 7,409,714
Weighted average exercise price, beginning outstanding $ 2.3466
Weighted average remaining contractual term beginning outstanding 5 years 9 months
Aggregate intrinsic value, beginning outstanding | $ $ 567,584 [1]
Number of options, granted | shares 1,713,937
Weighted average exercise price, granted $ 1.1007
Weighted average remaining contractual term Granted 9 years 11 months 12 days
Number of options, exercised | shares (2,240)
Weighted average exercise price, exercised $ 0.7400
Weighted average remaining contractual term Exercised
Number of options, expired | shares (1,333,982)
Weighted average exercise price, expired $ 5.1150
Weighted average remaining contractual term Expired 4 years 9 months 29 days
Number of options, forfeited | shares (199,520)
Weighted average exercise price, forfeited $ 1.0830
Weighted average remaining contractual term Forfeited 6 years 10 months 9 days
Number of options, ending outstanding | shares 7,587,909
Weighted average exercise price, ending outstanding $ 1.5487
Weighted average remaining contractual term ending outstanding 6 years 3 months 18 days
Aggregate intrinsic value, ending outstanding | $ $ 8,185,321 [1]
Number of options vested and expected to vest | shares 7,587,909
Weighted average exercise price vested and expected to vest $ 1.5487
Weighted average remaining contractual term vested and expected to vest 6 years 3 months 18 days
Aggregate intrinsic value vested and expected to vest | $ $ 8,185,321 [1]
Number of options vested and exercisable | shares 5,763,126
Weighted average exercise price vested and exercisable $ 1.6830
Weighted average remaining contractual term vested and exercisable 5 years 6 months 14 days
Aggregate intrinsic value vested and exercisable | $ $ 6,990,741 [1]
[1] The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $0.47 and $2.27 per share, respectively.
XML 60 R46.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) (Parenthetical) - $ / shares
Mar. 31, 2023
Mar. 31, 2022
Equity [Abstract]    
Fair value exercise price $ 0.47 $ 2.27
XML 61 R47.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) - $ / shares
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 10 years  
Expected dividend yield 0.00% 0.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 0.47 $ 2.27
Expected forfeiture (attrition) rate 0.00% 0.00%
Minimum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price $ 0.45 $ 2.40
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum 2.20% 0.34%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term   2 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum 71.00% 106.60%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 0.36 $ 1.19
Maximum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price $ 2.27 $ 3.98
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum 4.40% 2.32%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term   10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum 121.20% 129.90%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 1.995 $ 3.52
XML 62 R48.htm IDEA: XBRL DOCUMENT v3.23.2
STOCKHOLDERS’ DEFICIENCY (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 12, 2023
Dec. 21, 2021
May 22, 2020
Jan. 09, 2020
Dec. 19, 2019
Feb. 02, 2016
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Sep. 30, 2021
Dec. 31, 2022
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Class of Stock [Line Items]                              
Common stock shares authorized             125,000,000           125,000,000 125,000,000  
Common stock, par value             $ 0.001           $ 0.001 $ 0.001  
Preferred stock, shares authorized             10,000,000           10,000,000 10,000,000  
Preferred stock, par value             $ 0.001           $ 0.001 $ 0.001  
Common stock, shares issued             51,047,864           51,047,864 49,810,322  
Common stock, other shares, outstanding             1,466,718           1,466,718 1,466,718  
Special voting rights                         one share of the Special Voting Preferred Stock    
Debt instrument redemption price percentage                         110.00%    
Repayments of debt                         $ 440,470  
Stock issued during period value new issues                           250,000  
Stock issued during period shares issued for services               105,263 22,772            
Issued common shares for services               (105,263) (22,772)            
Common shares for services received, value               $ 112,631 $ 30,287       150,418 1,414,449  
Net cash proceeds                         250,000  
Cash proceeds                         100,000  
Common shares for services received                   4,167          
Common shares for services received, value                   $ 7,500          
Common shares in lieu of interest payment, value                         221,621    
Stock issued during period value warrants exercised                         30,000 (976,242)  
Proceeds from warrant exercises                         $ 12,500 872,292  
Fair value adjustment of warrants   $ 1,042,149                          
Warrants for promissory notes             57,536           57,536    
Stock-based compensation                         $ 647,631 $ 913,613  
Stock option cancelled                         2,118,697 449,174  
Stock option modification Expenses                         $ 246,647    
2016 Equity Incentive Plan [Member]                              
Class of Stock [Line Items]                              
Exercise price             $ 1.1007           $ 1.1007 $ 1.5272  
Share based payment award number of shares authorized           3,750,000                  
Stock options granted                         1,713,937 596,458  
Stock-based compensation                         $ 647,631 $ 913,613  
2023 Equity Incentive Plan [Member]                              
Class of Stock [Line Items]                              
Share based payment award number of shares available for issuance             5,000,000           5,000,000    
Selling, General and Administrative Expenses [Member]                              
Class of Stock [Line Items]                              
Fair value adjustment of warrants                           $ 541,443  
Warrants and rights outstanding                 $ 77,332 $ 77,414          
General and Administrative Expense [Member]                              
Class of Stock [Line Items]                              
Warrants and rights outstanding               $ 77,780       $ 77,780      
Minimum [Member]                              
Class of Stock [Line Items]                              
Exercise price             $ 0.45           $ 0.45 $ 2.40  
Uplisting Public Stock Offering [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues                           5,382,331  
Net cash proceeds                           $ 14,545,805  
Convertible Promissory Notes [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues             2,240 238,846              
Stock issued during period share conversion of convertible securities                 117,647 404,545       4,696,083  
Stock issued during period shares conversion                           19,263  
Repayments of debt                           $ 14,522,812  
Convertible notes payable               $ 153,600 $ 100,000 $ 302,000   153,600   10,309,000  
Carrying amount of conversion and redemption               53,402 35,274 104,118       3,398,557  
Unpaid interest amount                           815,255  
Stock issued during period value new issues             $ 2             15,678,454  
Stock issued during period value to be issued                           $ 1,155,642  
Debts instrument settlement amount               207,002 135,274 406,118          
Debt instrument fair value               211,602 175,294 457,025   $ 211,602      
Loss on conversion of convertible promissory notes               4,600 $ 40,020 $ 50,908          
Additional paid in capital common stock             $ 2           $ 2    
Warrant [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues                           658,355  
Stock issued during period shares issued for services                       312,500   451,688  
Issued common shares for services                       (312,500)   (451,688)  
Stock issued during period shares warrants exercised                   11,792          
Stock issued during period value warrants exercise                   $ 12,500          
Stock issued during period shares warrants exercised                   (11,792)          
Class of warrant or right outstanding                           658,355  
Cash receipt amount                           $ 872,292  
Class of warrant or right cashless warrant exercise                           446,370  
Proceeds from warrant exercises                           $ 103,950  
Warrants and rights outstanding               $ 71,768       $ 71,768      
Warrants for promissory notes               306,604       306,604      
Cashless Warrant [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues                           446,370  
Shares To Be Issued [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares conversion                           (19,263)  
Stock issued during period value new issues                            
Stock issued during period shares issued for services                           (250,000)  
Issued common shares for services                           250,000  
Common shares for services received, value                         $ (242,500)  
Stock issued during period shares warrants exercised                         (100,094) 123,678  
Common shares in lieu of interest payment, value                            
Stock issued during period shares warrants exercised                         100,094 (123,678)  
Stock issued during period value warrants exercised                         $ 77,300 $ (102,299)  
Share outstanding             23,723           23,723 123,817 268,402
Common Stock [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues                           69,252  
Stock issued during period shares conversion                         761,038 4,715,346  
Stock issued during period value new issues                           $ 69  
Stock issued during period shares issued for services                         132,202 701,688  
Issued common shares for services                         (132,202) (701,688)  
Common shares for services received, value                         $ 132 $ 702  
Stock issued during period shares warrants exercised                         71,792 658,355  
Common shares in lieu of interest payment                         270,270    
Common shares in lieu of interest payment, value                         $ 270    
Stock issued during period shares warrants exercised                         (71,792) (658,355)  
Stock issued during period value warrants exercised                         $ (72) $ (658)  
Share outstanding             52,514,582           52,514,582 51,277,040 39,014,942
Issuance of Common Shares [Member]                              
Class of Stock [Line Items]                              
Number shares removed previously to be issued                   40,094          
Issuance of Common Shares [Member] | Minimum [Member]                              
Class of Stock [Line Items]                              
Cancellation of to be issued shares                   $ 42,500          
Exchange Agreement [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues           13,376,947                  
Exchange Agreement [Member] | 11% Secured Convertible Promissory Notes [Member]                              
Class of Stock [Line Items]                              
Common stock exchange description           The outstanding 11% secured convertible promissory notes of iMedical were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of the Company at a 25% discount to purchase price per share in Biotricity’s next offering.                  
Discount percentage for purchase price per shares           25.00%                  
Exchange Agreement [Member] | Warrant [Member]                              
Class of Stock [Line Items]                              
Common stock exchange description           Each outstanding warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1                  
Exchange Agreement [Member] | Advisor Warrant [Member]                              
Class of Stock [Line Items]                              
Common stock exchange description           Each outstanding advisor warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and                  
Exchange Agreement [Member] | Options [Member]                              
Class of Stock [Line Items]                              
Common stock exchange description           Each outstanding option to purchase common shares in iMedical (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1;                  
Shareholders [Member] | Exchange Agreement [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues                         52,514,582 51,277,040  
Common stock exchange description           The Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada).                  
Exchangeco [Member] | Exchange Agreement [Member]                              
Class of Stock [Line Items]                              
Common stock exchange description           Shareholders of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. Accordingly,                  
Number of exchangeable shares issued           9,123,031                  
Investors [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues                           1,423,260  
Advisor and Consultant [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares based compensation gross                           25,000  
Advisor and Consultant [Member] | Warrant [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares based compensation gross                           212,594  
Executive Officer [Member] | Warrant [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares based compensation gross                           187,594  
Lenders [Member] | Warrant [Member]                              
Class of Stock [Line Items]                              
Share purchase warrants to underwriter                           57,536  
Warrants and rights outstanding                           $ 198,713  
Share based compensation expiration date                           Dec. 21, 2028  
Exercise price                           $ 6.26  
Fair value assumptions risk free interest rate                           1.40%  
Fair value assumptions expected volatility rate                           121.71%  
Underwriter [Member] | Warrant [Member]                              
Class of Stock [Line Items]                              
Share purchase warrants to underwriter                           373,404  
Warrants and rights outstanding                           $ 900,371  
Share based compensation expiration date                           Aug. 26, 2026  
Exercise price                           $ 3.75  
Fair value assumptions risk free interest rate                           0.77%  
Fair value assumptions expected volatility rate                           111.90%  
Executive [Member] | Warrant [Member]                              
Class of Stock [Line Items]                              
Stock issued during period shares new issues               218,785 118,282 53,827          
Chief Executive Officer [Member]                              
Class of Stock [Line Items]                              
Stock option cancelled 1,300,000                            
Exercise price $ 5.44                            
Expiry date January 17, 2028                            
Chief Executive Officer [Member] | Unit Distribution [Member]                              
Class of Stock [Line Items]                              
Exercise price $ 1.25                            
Expiry date March 12, 2033                            
New stock option granted 350,000                            
Chief Executive Officer [Member] | Unit Distribution One [Member]                              
Class of Stock [Line Items]                              
Exercise price $ 1.75                            
New stock option granted 350,000                            
Chief Executive Officer [Member] | Unit Distribution Two [Member]                              
Class of Stock [Line Items]                              
Exercise price $ 0.81                            
New stock option granted 1,000,000                            
Series A Preferred Stock [Member]                              
Class of Stock [Line Items]                              
Preferred stock, shares authorized             20,000           20,000 20,000  
Preferred stock, par value             $ 0.001           $ 0.001 $ 0.001  
Stock issued during period shares new issues       6,000 6,000           100     288,756  
Preferred stock, shares issued     215 7,830 7,830   6,304           6,304 7,200  
Preferred stock, shares outstanding             6,304           6,304 7,200  
Preferred stock, liquidation preference             $ 1,000           $ 1,000    
Preferred stock dividend rate percentage                         12.00%    
Debt instrument redemption price percentage                         5.00%    
Preferred stock convertible conversion price             $ 0.001           $ 0.001    
Volume weighted average price percentage                         15.00%    
Convertible notes payable             $ 821,500           $ 821,500    
Issuance of preferred shares for private placement investors shares                           100  
Cash proceeds     $ 100,000   $ 6,000,000           $ 100,000     $ 100,000  
XML 63 R49.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]    
Net loss $ (18,658,143) $ (29,130,477)
Expected income tax recovery (4,851,117) (7,573,924)
Non-deductible expenses 648,813 3,645,962
Other temporary differences (4,160) (24,972)
Change in valuation allowance 4,206,464 3,952,934
Income tax recovery
XML 64 R50.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]    
Non-capital loss carry forwards $ 15,421,255 $ 11,214,790
Other temporary differences 12,123 16,283
Valuation allowance (15,433,378) (11,231,073)
Deferred tax assets
XML 65 R51.htm IDEA: XBRL DOCUMENT v3.23.2
INCOME TAXES (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]    
Corporate tax rate 26.00%  
Operating loss carry forwards   $ 43,133,807
Operating loss carry forwards expiration date description These losses will expire between 2035 to 2039.  
XML 66 R52.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Operating Lease Right-of-use Assets And Lease Obligations    
Operating lease right-of-use asset, beginning balance $ 1,242,700 $ 66,120
Operating lease right-of-use asset, beginning balance 685,099 1,308,731
Operating lease right-of-use asset, beginning balance (340,307) (132,151)
Operating lease right-of-use asset, beginning balance 1,587,492 1,242,700
Operating lease liability, beginning balance 1,330,338 58,257
Operating lease liability, beginning balance 685,099 1,308,731
Operating lease liability, beginning balance (293,342) (36,650)
Operating lease liability, beginning balance 1,722,095 1,330,338
Operating lease liability, beginning balance 335,608 210,320
Operating lease liability, beginning balance $ 1,386,487 $ 1,120,018
XML 67 R53.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details) - USD ($)
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Operating Lease Right-of-use Assets And Lease Obligations      
2023 $ 394,214    
2024 552,293    
2025 600,288    
2026 565,359    
2027 and beyond    
Total undiscounted lease liability 2,112,154    
Less imputed interest (390,059)    
Total $ 1,722,095 $ 1,330,338 $ 58,257
XML 68 R54.htm IDEA: XBRL DOCUMENT v3.23.2
OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Weighted average rate 11.40%    
Selling, General and Administrative Expenses [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Operating lease expense $ 405,496 $ 293,888  
New Lease Agreement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Lease deposit liability     $ 85,000
XML 69 R55.htm IDEA: XBRL DOCUMENT v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Property, Plant and Equipment [Line Items]    
Cost, beginning balance $ 29,767
Additions 29,767
Cost, ending balance 29,767 29,767
Accumulated depreciation, beginning balance 2,308
Depreciation 5,953 2,308
Accumulated depreciation, ending balance 8,261 2,308
Net book value, beginning balance 27,459  
Net book value, ending balance 21,506 27,459
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost, beginning balance 16,839
Additions 16,839
Cost, ending balance 16,839 16,839
Accumulated depreciation, beginning balance 1,308
Depreciation 3,367 1,308
Accumulated depreciation, ending balance 4,675 1,308
Net book value, beginning balance 15,531  
Net book value, ending balance 12,164 15,531
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Cost, beginning balance 12,928
Additions 12,928
Cost, ending balance 12,928 12,928
Accumulated depreciation, beginning balance 1,000
Depreciation 2,586 1,000
Accumulated depreciation, ending balance 3,586 1,000
Net book value, beginning balance 11,928  
Net book value, ending balance $ 9,432 $ 11,928
XML 70 R56.htm IDEA: XBRL DOCUMENT v3.23.2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Property, Plant and Equipment [Line Items]    
Leasehold improvements   $ 12,928
Furniture & fixtures   16,839
Purchase of property plant and equipment $ 0  
Depreciation expenses $ 5,953 $ 2,308
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Furniture & fixtures useful life 5 years 5 years
Depreciation expenses $ 2,586 $ 1,000
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Furniture & fixtures useful life   5 years
XML 71 R57.htm IDEA: XBRL DOCUMENT v3.23.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Jun. 29, 2023
Mar. 31, 2023
Mar. 31, 2022
Nov. 30, 2022
Dec. 21, 2021
Subsequent Event [Line Items]          
Debt instrument, face amount       $ 364,000 $ 12,400,000
Increase decrease in accounts receivable   $ (686,197) $ 435,484    
Subsequent Event [Member]          
Subsequent Event [Line Items]          
Debt instrument, face amount $ 1,000,000        
Debt interest rate, percentage 15.00%        
Revolving credit conversion to term loan, description In selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. On June 29, 2023, the Company had drawn $0.8 million in accounts receivable financing and $0.3 million in inventory financing        
Financing receivable, revolving, converted to term loan $ 1,000,000        
Inventory financing facilities 300,000        
Increase decrease in accounts receivable $ 800,000        
XML 72 form10-k_htm.xml IDEA: XBRL DOCUMENT 0001630113 2022-04-01 2023-03-31 0001630113 2022-09-30 0001630113 2023-06-29 0001630113 2023-03-31 0001630113 2022-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2023-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2022-03-31 0001630113 us-gaap:PreferredStockMember 2023-03-31 0001630113 us-gaap:PreferredStockMember 2022-03-31 0001630113 2021-04-01 2022-03-31 0001630113 us-gaap:CommonStockMember 2022-03-31 0001630113 BTCY:SharesToBeIssuedMember 2022-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-03-31 0001630113 us-gaap:RetainedEarningsMember 2022-03-31 0001630113 us-gaap:PreferredStockMember 2022-04-01 2023-03-31 0001630113 us-gaap:CommonStockMember 2022-04-01 2023-03-31 0001630113 BTCY:SharesToBeIssuedMember 2022-04-01 2023-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2023-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-04-01 2023-03-31 0001630113 us-gaap:RetainedEarningsMember 2022-04-01 2023-03-31 0001630113 us-gaap:CommonStockMember 2023-03-31 0001630113 BTCY:SharesToBeIssuedMember 2023-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-03-31 0001630113 us-gaap:RetainedEarningsMember 2023-03-31 0001630113 us-gaap:PreferredStockMember 2021-03-31 0001630113 us-gaap:CommonStockMember 2021-03-31 0001630113 BTCY:SharesToBeIssuedMember 2021-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-31 0001630113 us-gaap:RetainedEarningsMember 2021-03-31 0001630113 2021-03-31 0001630113 us-gaap:PreferredStockMember 2021-04-01 2022-03-31 0001630113 us-gaap:CommonStockMember 2021-04-01 2022-03-31 0001630113 BTCY:SharesToBeIssuedMember 2021-04-01 2022-03-31 0001630113 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2022-03-31 0001630113 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-04-01 2022-03-31 0001630113 us-gaap:RetainedEarningsMember 2021-04-01 2022-03-31 0001630113 2020-04-01 2021-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2021-04-01 2021-06-30 0001630113 2021-04-01 2021-09-30 0001630113 2021-04-01 2021-12-31 0001630113 BTCY:TechnologyFeesMember 2022-04-01 2023-03-31 0001630113 BTCY:TechnologyFeesMember 2021-04-01 2022-03-31 0001630113 BTCY:DeviceSalesMember 2022-04-01 2023-03-31 0001630113 BTCY:DeviceSalesMember 2021-04-01 2022-03-31 0001630113 BTCY:ServiceRelatedAndOtherRevenueMember 2022-04-01 2023-03-31 0001630113 BTCY:ServiceRelatedAndOtherRevenueMember 2021-04-01 2022-03-31 0001630113 us-gaap:FairValueInputsLevel1Member 2023-03-31 0001630113 us-gaap:FairValueInputsLevel2Member 2023-03-31 0001630113 us-gaap:FairValueInputsLevel3Member 2023-03-31 0001630113 us-gaap:FairValueInputsLevel1Member 2022-03-31 0001630113 us-gaap:FairValueInputsLevel2Member 2022-03-31 0001630113 us-gaap:FairValueInputsLevel3Member 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2023-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2023-03-31 0001630113 BTCY:TwoSeriesANotesMember 2020-04-01 2021-03-31 0001630113 BTCY:TwoSeriesANotesMember 2021-03-31 0001630113 BTCY:SeriesANotesOneMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesANotesTwoMember 2021-03-31 0001630113 BTCY:SeriesANotesTwoMember 2020-04-01 2021-03-31 0001630113 BTCY:TwoSeriesANotesMember us-gaap:WarrantMember 2020-04-01 2021-03-31 0001630113 BTCY:PlacementAgentMember BTCY:SeriesANotesOneMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesANotesMember 2020-04-01 2021-03-31 0001630113 BTCY:PlacementAgentMember us-gaap:WarrantMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesANotesMember 2022-03-31 0001630113 BTCY:SeriesANoteMember 2022-12-30 0001630113 BTCY:NewConvertibleNoteMember 2022-12-30 2022-12-30 0001630113 BTCY:NewConvertibleNoteMember 2022-12-30 0001630113 BTCY:SeriesANotesMember 2023-03-31 0001630113 BTCY:SeriesANoteMember 2023-03-31 0001630113 BTCY:SeriesBNotesMember BTCY:AccreditedInvestorsMember 2021-03-31 0001630113 BTCY:ConversionNoticeMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesBNotesMember 2020-04-01 2021-03-31 0001630113 BTCY:SeriesBNotesMember us-gaap:WarrantMember 2021-03-31 0001630113 BTCY:SeriesBNotesMember BTCY:WarrantOneMember 2021-03-31 0001630113 BTCY:SeriesBNotesMember BTCY:WarrantTwoMember 2021-03-31 0001630113 BTCY:SeriesBNotesMember 2022-03-31 0001630113 BTCY:SeriesBNotesMember 2021-04-01 2022-03-31 0001630113 BTCY:SeriesBNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:SeriesBNotesMember 2022-04-01 2022-12-31 0001630113 BTCY:SeriesBNotesMember 2023-03-31 0001630113 us-gaap:SeriesBPreferredStockMember 2023-03-31 0001630113 BTCY:SeriesCNotesMember 2023-01-01 2023-03-31 0001630113 BTCY:SeriesCNotesMember 2023-03-31 0001630113 BTCY:SeriesCNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:SeriesCNotesMember us-gaap:WarrantMember 2022-04-01 2023-03-31 0001630113 BTCY:PlacementAgentMember BTCY:SeriesCNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:PlacementAgentMember BTCY:SeriesCNotesMember us-gaap:WarrantMember 2022-04-01 2023-03-31 0001630113 us-gaap:SeriesCPreferredStockMember 2023-03-31 0001630113 BTCY:OtherConvertibleNotesPayableMember 2023-01-23 0001630113 BTCY:OtherConvertibleNotesPayableMember 2023-01-23 2023-01-23 0001630113 us-gaap:NotesPayableOtherPayablesMember 2023-03-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-31 0001630113 BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2023-03-31 0001630113 BTCY:RepayWithInThirtyDaysMember BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInSixtyDaysMember BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInNinetyDaysMember BTCY:ShortTermBridgeLoanAgreementMember BTCY:CollateralizedMerchantFinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-31 0001630113 BTCY:FirstFourWeeksMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-31 0001630113 BTCY:RepayWithInThirtyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInSixtyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInNinetyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInOneTwentyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:RepayWithInOneFiftyDaysMember BTCY:ShortTermCollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2022-12-01 2022-12-31 0001630113 BTCY:PromissoryNoteAgreementMember BTCY:IndividualInvestorMember 2022-12-31 0001630113 BTCY:PromissoryNoteAgreementMember BTCY:IndividualInvestorMember 2022-12-01 2022-12-31 0001630113 BTCY:PromissoryNoteAgreementMember BTCY:IndividualInvestorMember 2023-03-31 0001630113 BTCY:SeriesAConvertibleNoteHoldersMember 2022-12-30 0001630113 BTCY:NewPromissoryNoteMember 2022-12-30 0001630113 BTCY:NewPromissoryNoteMember 2022-12-30 2022-12-30 0001630113 BTCY:NewPromissoryNoteMember 2023-03-31 0001630113 us-gaap:OtherExpenseMember 2022-12-30 2022-12-30 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 0001630113 BTCY:FirstFourWeeksMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RemainingThirtySixWeeksMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-31 0001630113 BTCY:RepayWithThirtyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RepayWithSixtyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RepayWithNinetyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 BTCY:RepayWithOneTwentyDaysMember BTCY:CollateralizedBridgeLoanAgreementMember BTCY:FinanceCompanyMember 2023-03-29 2023-03-29 0001630113 2021-12-21 0001630113 2021-12-19 2021-12-21 0001630113 us-gaap:CashMember 2021-12-21 0001630113 BTCY:TermLoanMember 2022-04-01 2023-03-31 0001630113 BTCY:TermLoanMember 2021-04-01 2022-03-31 0001630113 2022-11-30 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2020-04-01 2020-04-30 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2020-04-30 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2021-05-01 2021-05-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2023-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2022-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2022-04-01 2023-03-31 0001630113 BTCY:EconomicInjuryDisasterLoanMember 2021-04-01 2022-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2019-12-19 0001630113 us-gaap:SeriesAPreferredStockMember 2020-01-09 0001630113 us-gaap:SeriesAPreferredStockMember 2019-12-18 2019-12-19 0001630113 us-gaap:SeriesAPreferredStockMember 2020-01-08 2020-01-09 0001630113 BTCY:PromissoryNotesMember 2019-10-01 2019-10-31 0001630113 us-gaap:SeriesAPreferredStockMember 2020-05-22 0001630113 us-gaap:SeriesAPreferredStockMember 2020-05-20 2020-05-22 0001630113 us-gaap:SeriesAPreferredStockMember 2021-07-01 2021-09-30 0001630113 us-gaap:PreferredStockMember 2021-10-01 2021-12-31 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2021-10-01 2021-12-31 0001630113 us-gaap:CommonStockMember 2021-12-31 0001630113 us-gaap:PreferredStockMember 2021-12-31 0001630113 us-gaap:CommonStockMember 2021-10-01 2021-12-31 0001630113 us-gaap:PreferredStockMember 2022-04-01 2022-06-30 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2022-04-01 2022-06-30 0001630113 us-gaap:PreferredStockMember 2022-07-01 2022-09-30 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2022-07-01 2022-09-30 0001630113 us-gaap:PreferredStockMember 2022-10-01 2022-12-31 0001630113 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2022-10-01 2022-12-31 0001630113 us-gaap:ConvertibleDebtMember 2022-04-01 2023-03-31 0001630113 us-gaap:ConvertibleDebtMember 2022-03-31 0001630113 us-gaap:ConvertibleDebtMember 2021-03-31 0001630113 us-gaap:ConvertibleDebtMember 2021-04-01 2022-03-31 0001630113 us-gaap:ConvertibleDebtMember 2023-03-31 0001630113 us-gaap:MeasurementInputExpectedDividendRateMember 2023-03-31 0001630113 us-gaap:MeasurementInputExpectedDividendRateMember 2022-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MinimumMember 2023-03-31 0001630113 srt:MaximumMember 2023-03-31 0001630113 srt:MinimumMember 2022-03-31 0001630113 srt:MaximumMember 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputPriceVolatilityMember 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2022-04-01 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember us-gaap:MeasurementInputExpectedTermMember 2021-04-01 2022-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2022-03-31 0001630113 srt:MaximumMember BTCY:ConvertibleNoteAndWarrantDerivativeMember 2022-03-31 0001630113 BTCY:ShareholdersMember BTCY:ExchangeAgreementMember 2022-04-01 2023-03-31 0001630113 BTCY:ShareholdersMember BTCY:ExchangeAgreementMember 2021-04-01 2022-03-31 0001630113 BTCY:ShareholdersMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:ExchangecoMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:OptionsMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 us-gaap:WarrantMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:AdvisorWarrantMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 BTCY:ElevenPercentageSecuredConvertiblePromissoryNotesMember BTCY:ExchangeAgreementMember 2016-02-01 2016-02-02 0001630113 us-gaap:SeriesAPreferredStockMember 2022-04-01 2023-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2021-04-01 2022-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-03-31 0001630113 us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:CashlessWarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:UplistingPublicStockOfferingMember 2021-04-01 2022-03-31 0001630113 us-gaap:SeriesAPreferredStockMember 2021-04-01 2022-03-31 0001630113 BTCY:InvestorsMember 2021-04-01 2022-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-04-01 2022-06-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-06-30 0001630113 BTCY:IssuanceOfCommonSharesMember 2022-04-01 2022-06-30 0001630113 us-gaap:WarrantMember 2022-04-01 2022-06-30 0001630113 srt:MinimumMember BTCY:IssuanceOfCommonSharesMember 2022-04-01 2022-06-30 0001630113 2022-04-01 2022-06-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-07-01 2022-09-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-09-30 0001630113 2022-07-01 2022-09-30 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-10-01 2022-12-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2022-12-31 0001630113 2022-10-01 2022-12-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2023-01-01 2023-03-31 0001630113 BTCY:ConvertiblePromissoryNotesMember 2023-03-31 0001630113 us-gaap:WarrantMember 2022-03-31 0001630113 BTCY:AdvisorAndConsultantMember us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:AdvisorAndConsultantMember 2021-04-01 2022-03-31 0001630113 srt:ExecutiveOfficerMember us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2021-04-01 2022-03-31 0001630113 BTCY:LendersMember us-gaap:WarrantMember 2022-03-31 0001630113 BTCY:LendersMember us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:UnderwriterMember us-gaap:WarrantMember 2022-03-31 0001630113 BTCY:UnderwriterMember us-gaap:WarrantMember 2021-04-01 2022-03-31 0001630113 BTCY:ExecutiveMember us-gaap:WarrantMember 2022-04-01 2022-06-30 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-06-30 0001630113 BTCY:ExecutiveMember us-gaap:WarrantMember 2022-07-01 2022-09-30 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-09-30 0001630113 BTCY:ExecutiveMember us-gaap:WarrantMember 2022-10-01 2022-12-31 0001630113 us-gaap:GeneralAndAdministrativeExpenseMember 2022-12-31 0001630113 us-gaap:WarrantMember 2022-04-01 2022-12-31 0001630113 us-gaap:WarrantMember 2022-12-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2016-02-02 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2022-04-01 2023-03-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2021-04-01 2022-03-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2023-03-31 0001630113 BTCY:TwoThousandAndSixteenEquityIncentivePlanMember 2022-03-31 0001630113 srt:ChiefExecutiveOfficerMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember us-gaap:UnitDistributionMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionOneMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionTwoMember 2023-03-12 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember us-gaap:UnitDistributionMember 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionOneMember 2023-03-12 0001630113 srt:ChiefExecutiveOfficerMember BTCY:UnitDistributionTwoMember 2023-03-12 0001630113 BTCY:TwoThousandAndTwentyThreeEquityIncentivePlanMember 2023-03-31 0001630113 BTCY:BrokerWarrantsMember 2021-03-31 0001630113 BTCY:ConsultantWarrantsMember 2021-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2021-03-31 0001630113 BTCY:BrokerWarrantsMember 2021-04-01 2022-03-31 0001630113 BTCY:ConsultantWarrantsMember 2021-04-01 2022-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2021-04-01 2022-03-31 0001630113 BTCY:BrokerWarrantsMember 2022-03-31 0001630113 BTCY:ConsultantWarrantsMember 2022-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2022-03-31 0001630113 BTCY:BrokerWarrantsMember 2022-04-01 2023-03-31 0001630113 BTCY:ConsultantWarrantsMember 2022-04-01 2023-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2022-04-01 2023-03-31 0001630113 BTCY:BrokerWarrantsMember 2023-03-31 0001630113 BTCY:ConsultantWarrantsMember 2023-03-31 0001630113 BTCY:WarrantsIssuedOnConversionOfConvertibleNotesMember 2023-03-31 0001630113 srt:MinimumMember BTCY:BrokerWarrantsMember 2023-03-31 0001630113 srt:MaximumMember BTCY:BrokerWarrantsMember 2023-03-31 0001630113 srt:MinimumMember BTCY:ConsultantWarrantsMember 2023-03-31 0001630113 srt:MaximumMember BTCY:ConsultantWarrantsMember 2023-03-31 0001630113 srt:MinimumMember BTCY:WarrantsIssuedOnConversionOfConvertibleNoteMember 2023-03-31 0001630113 srt:MaximumMember BTCY:WarrantsIssuedOnConversionOfConvertibleNoteMember 2023-03-31 0001630113 us-gaap:StockOptionMember 2022-03-31 0001630113 us-gaap:StockOptionMember 2022-04-01 2023-03-31 0001630113 us-gaap:StockOptionMember 2023-03-31 0001630113 srt:MinimumMember 2022-04-01 2023-03-31 0001630113 srt:MaximumMember 2022-04-01 2023-03-31 0001630113 srt:MinimumMember 2021-04-01 2022-03-31 0001630113 srt:MaximumMember 2021-04-01 2022-03-31 0001630113 BTCY:NewLeaseAgreementMember 2021-12-31 0001630113 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-04-01 2023-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2022-03-31 0001630113 us-gaap:FurnitureAndFixturesMember 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2021-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2021-03-31 0001630113 us-gaap:OfficeEquipmentMember 2021-04-01 2022-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2021-04-01 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2022-03-31 0001630113 us-gaap:OfficeEquipmentMember 2022-04-01 2023-03-31 0001630113 us-gaap:LeaseholdImprovementsMember 2022-04-01 2023-03-31 0001630113 us-gaap:SubsequentEventMember 2023-06-29 0001630113 us-gaap:SubsequentEventMember 2023-04-01 2023-06-29 iso4217:USD shares iso4217:USD shares pure 0001630113 false FY 10-K true 2023-03-31 --03-31 2023 false 000-56074 BIOTRICITY INC. NV 30-0983531 275 Shoreline Drive Suite 150 Redwood City CA 94065 (650) 832-1626 Common Stock, Par Value $0.001 BTCY NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 32625882 51047865 None. 5828 SRCO Professional Corporation Richmond Hill, Ontario, Canada 570460 12066929 1224137 2006678 2337006 842924 588599 406280 4720202 15322811 85000 85000 96344 21506 27459 1587492 1242700 6510544 16677970 5042476 2595747 4774468 1540000 1008216 520747 335608 210320 11160768 4866814 870800 870800 12178809 11612672 759065 352402 1386487 1120018 26355929 18822706 0.001 0.001 9980000 9980000 1 1 1 1 1 1 0.001 0.001 20000 20000 6304 6304 7200 7200 6 7 1 1 0.001 0.001 125000000 125000000 51047864 51047864 49810322 49810322 1466718 1466718 52514 51277 23723 123817 24999 102299 92800717 91507478 -152797 -768656 -112570825 -93037142 -19845385 -2144736 6510544 16677970 9639057 7650269 4197024 3080116 5442033 4570153 17621865 18562369 3229879 2744587 20851744 21306956 -15409711 -16736803 1839159 1283570 -743459 -9286023 -483873 -683559 -71119 -1155642 -110822 15120 -18658143 -29130477 -18658143 -29130477 875540 1088977 -19533683 -30219454 615859 -134470 -18917824 -30353924 -0.376 -0.665 51957841 45449720 7201 8 51277040 51277 123817 102299 91507478 -768656 -93037142 -2144736 761038 761 843161 843922 -896 -1 -777174 -777175 132202 132 150286 150418 232526 232526 71792 72 -100094 -77300 47228 -30000 -71768 -71768 270270 270 221351 221621 647631 647631 2240 2 -2 615859 615859 -18658143 -18658143 875540 875540 6305 7 52514582 52514 23723 24999 92800717 -152797 -112570825 -19845385 8046 9 39014942 39015 268402 280960 56298726 -634186 -62817688 -6833164 8046 9 39014942 39015 268402 280960 56298726 -634186 -62817688 -6833164 69252 69 249931 250000 100 100000 100000 -17084 -17084 5382331 5382 14540423 14545805 4715346 4715 -19263 -38460 15712199 15678454 -715 -1 288756 289 633517 633805 -230 -193448 -193448 701688 702 -250000 -242500 1656247 1414449 658355 658 123678 102299 873285 976242 740156 740156 913613 913613 446370 447 1000 -87 360 -134470 -134470 -29130477 -29130477 1088977 1088977 7201 8 51277040 51277 123817 102299 91507478 -768656 -93037142 -2144736 7201 8 51277040 51277 123817 102299 91507478 -768656 -93037142 -2144736 -18658143 -29130477 647631 913613 150418 1414449 232526 541443 743459 9286023 -483873 -683559 71119 1155642 126158 5953 2308 340307 87639 -686197 435484 1494082 570431 224819 60665 3341468 948997 -13547935 -15163384 29767 -29767 250000 100000 895556 230000 12500 872292 499900 2355318 1476121 -1660220 14545805 11756563 946780 966110 2001603 25168230 49863 -109712 -11546332 9975079 12066929 2201562 570460 12066929 1651546 553265 <p id="xdx_801_eus-gaap--NatureOfOperations_zJISKst8G013" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1. <span id="xdx_822_zo8Ius09RuI6">NATURE OF OPERATIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted to building and commercializing an ecosystem of technologies that enable access to this market.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_808_eus-gaap--BusinessDescriptionAndBasisOfPresentationTextBlock_z0N6j7Isofo1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2. <span id="xdx_820_zSg02FyLI3Lg">BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-weight: normal">The consolidated financial statements of the Company have been prepared on a historical cost basis except derivative liabilities which are carried at fair value.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Reclassifications</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain amounts presented in the prior year period have been reclassified to conform to current period consolidated financial statement presentation. Interest expense related to debt principal, previously recorded as a selling, general and administrative expense in the consolidated statements of operations and comprehensive loss in the prior year, was reclassified as a non-operating expense.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Going Concern, Liquidity and Basis of Presentation</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at March 31, 2023, had an accumulated deficit of $<span id="xdx_900_eus-gaap--RetainedEarningsAccumulatedDeficit_iNI_di_c20230331_zqcd839O0srk">112,570,825</span> </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">and a working capital deficiency of $<span id="xdx_905_ecustom--WorkingCapitalDeficiency_iI_c20230331_zZQd1fN0MG88">6,440,566</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. On August 30, 2021, the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement. As such, the Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceOfDebt_c20200401__20210331_zOt4Qrc0tfQg">11,375,690</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">. During fiscal quarter ended June 30, 2021, the Company raised an additional $<span id="xdx_90A_eus-gaap--ProceedsFromIssuanceOfDebt_c20210401__20210630__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zf0JuHUMeYm1">499,900 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">through government EIDL loan. During the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $<span id="xdx_902_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20210401__20210930_zs6NuITPMiq">14,545,805 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $<span id="xdx_901_eus-gaap--ProceedsFromIssuanceOfDebt_c20210401__20211231_z6npppOsnkT8">11,756,563</span></span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loans. In connection with this loan, the Company and Lender also entered into a Guarantee and Collateral Agreement wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $<span id="xdx_90B_eus-gaap--ProceedsFromShortTermDebt_c20220401__20230331_z8J2rcRerGLg">1,476,121</span></span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">from various lenders. During the fiscal year ended March 31, 2023, the Company raised convertible notes, net of redemptions of $<span id="xdx_900_eus-gaap--DebtConversionConvertedInstrumentAmount1_c20220401__20230331_zysJjiVfxn2d">2,355,318 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">from various lenders.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As we proceed with the commercialization of the Bioflux, Biotres, and Biocare product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China and spread globally, causing significant disruption to the global and US economy. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. Though its operations have since returned to a normal state, the extent to which the COVID-19 pandemic may continue to affect the economy and the Company’s operations may depend on future developments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> -112570825 6440566 11375690 499900 14545805 11756563 1476121 2355318 <p id="xdx_80B_eus-gaap--SignificantAccountingPoliciesTextBlock_zbkBEbvlLyh7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3. <span id="xdx_828_zvYIgyNSjXr7">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--RevenueRecognitionPolicyTextBlock_zaCNOVtlWot6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_869_zYR5w2Lrrh8l">Revenue Recognition</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89B_eus-gaap--ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock_z3Pr8dHAbf3b" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BC_zflH4bYQSY6i" style="display: none">SCHEDULE OF REVENUE RECOGNITION</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20220401__20230331_z17ghVA7hZeh" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20210401__20220331_zp6d5oK0mZm1" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_405_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--TechnologyFeesMember_z3CzkZSWYL8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; width: 64%">Technology fees</td><td style="width: 2%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 14%">8,802,032</td><td style="text-align: left; width: 1%"> </td><td style="width: 2%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 14%">5,904,393</td><td style="text-align: left; width: 1%"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--DeviceSalesMember_zVIZeOwDjdIi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Device sales</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">837,025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">995,876</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--ServiceRelatedAndOtherRevenueMember_zVJqZOwOg19e" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Service-related and other revenue</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl0859">-</span></span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">750,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_zWeK19FIJzH" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,639,057</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,650,269</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AC_zhglysX3R3Qb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p id="xdx_84E_eus-gaap--InventoryPolicyTextBlock_zECZ8x8GA4k2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zMr11U672qsk">Inventories</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.</span></p> <p id="xdx_895_eus-gaap--ScheduleOfInventoryCurrentTableTextBlock_zsnaSnmx4cI1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_zKe5zfpZWJC1" style="display: none">SCHEDULE OF INVENTORIES</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" id="xdx_494_20230331_zYsdKdEzWWsb" style="border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2023</b></span></td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" id="xdx_494_20220331_zCytAsV2NDOl" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2022</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b> </span></td><td style="text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">$</td><td style="text-align: center; font-weight: bold"> </td></tr> <tr id="xdx_401_eus-gaap--InventoryRawMaterialsAndSupplies_iI_maINzF7M_zHncu6RSZBLf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Raw material</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,186,735</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">468,454</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--InventoryFinishedGoods_iI_maINzF7M_zhnWDRCTnN75" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt; text-align: left">Finished goods</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,150,271</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">374,470</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--InventoryNet_iTI_mtINzF7M_zo259qOUEoDj" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventories</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,337,006</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">842,924</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A6_zbFx7EIS5UHa" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_849_eus-gaap--UseOfEstimates_zJSe3zWlpezk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_866_zs1TGppioJ37">Significant accounting estimates and assumptions</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, promissory <span>notes,</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">convertible notes and derivative <span>liabilities</span></span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Fair value of stock options</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Fair value of warrants</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Fair value of derivative liabilities</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Functional currency</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Useful life of property and equipment</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Provisions</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Contingencies</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Inventory obsolescence</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Income and other taxes</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Incremental borrowing rate for lease</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84B_eus-gaap--EarningsPerSharePolicyTextBlock_zZhbKCq97fEk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_868_z0wzuGKaql67">Earnings (Loss) Per Share</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zpkOmygEFpLi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_865_zINue0YTuOfg">Cash</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cash includes cash on hand and balances with banks.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84E_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zFaOk6r9evR8" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86F_zgzHLqo5gkc7">Foreign Currency Translation</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--TradeAndOtherAccountsReceivablePolicy_zrovvSgNm4be" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86D_zqrUJqBScQz1">Accounts Receivable</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--FairValueOfFinancialInstrumentsPolicy_zjifLu9ZuLU9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86C_zNav6T0YR1Ca">Fair Value of Financial Instruments</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89C_eus-gaap--ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock_zvszGrepfSi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of financial instruments measured on a recurring basis is as follows (in thousands):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B4_ztPzJPtIMpRc" style="display: none">SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of March 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid">Description</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Total</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 44%; text-align: left">Derivative liabilities, short-term</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_983_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331_z71zuSaLQHq7" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">1,008,216</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z6lXoVJsdwQ1" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0894">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zFm7xy9G1rRd" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0896">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98B_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zDEgsG4ZnwKg" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">1,008,216</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Derivative liabilities, long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331_zyf0Syg3nvk9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">759,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98F_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zbqDNYWvYZR9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0902">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zezhEXahDd1f" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0904">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98F_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zDg967YRa9pl" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">759,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total liabilities at fair value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331_z5MJFLy3r4q6" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">1,767,281</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zJRjKOrNYNp3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0910">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zdEwu242kLA1" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0912">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7mJ9waEbuIl" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">1,767,281</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of March 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid">Description</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Total</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 44%; text-align: left">Derivative liabilities, short-term</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331_zl9uX7vldzVj" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">520,747</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zXSCuOlQGGx6" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0918">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zPFuWQdFGE9b" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0920">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZFWCRYHTJgd" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">520,747</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Derivative liabilities, long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331_zcMjRV1Coxhc" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">352,402</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zhRgge09ar1" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0926">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_z5pYzuJHIzo3" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0928">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7His3zoDRx9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">352,402</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total liabilities at fair value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331_zV8MwscvP087" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">873,149</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z81w3OlYVrz3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0934">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_983_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zqapQifYz9fi" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0936">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZyKJt1SYLue" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">873,149</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A9_zP4w8CewG689" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">There were no transfers between fair value hierarchy levels during the years ended March 31, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zzARttTiiCu9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_866_zPcOUXoaoAh6">Property and Equipment</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:</span></p> <p id="xdx_892_ecustom--ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock_zBIA4GKH2K65" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BC_zQQRiQgBk7kg" style="display: none">SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 35%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office equipment</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 35%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zpGGqqc3pWlj" title="Office equipment">5 years</span></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvement</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zi7mkKfkifF7" title="Leasehold improvement">5 years</span></span></td></tr> </table> <p id="xdx_8A8_ztnOiplnS7zg" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84E_eus-gaap--ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock_zQlRzDkSQ26f" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86E_z5HrKwUfjjs1">Impairment for Long-Lived Assets</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2023 and 2022, the Company believes there was no impairment of its long-lived assets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--LesseeLeasesPolicyTextBlock_zZaYX9x9oT4l" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_866_zJKuA4M9Nvna">Leases</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--IncomeTaxPolicyTextBlock_znIF2dJJFj21" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zK3EQ87YUktg">Income Taxes</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--ResearchAndDevelopmentExpensePolicy_zMyYsxt0anQ6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zrSGATokZGUl">Research and Development</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved<b>. </b>Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_845_eus-gaap--SellingGeneralAndAdministrativeExpensesPolicyTextBlock_z27pbYiWJJof" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zpJCflr9lwmh">Selling, General and Administrative</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p id="xdx_848_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_zvKe3WTkTKKi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_861_zElqtzbiNWqa">Stock Based Compensation</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--DebtPolicyTextBlock_zMbTO0JkDHig" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86D_zgtaPLu0kFae">Convertible Notes Payable and Derivative Instruments</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_843_ecustom--PreferredSharesExtinguishmentsPolicyTextBlock_zjZuQJp7E6C3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_869_zcx1FJwvxP4k">Preferred Shares Extinguishments</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84D_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zWijaOUz1Em" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_865_zCRbeENsSsta">Recently Issued Accounting Pronouncements</span></span></i>  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--RevenueRecognitionPolicyTextBlock_zaCNOVtlWot6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_869_zYR5w2Lrrh8l">Revenue Recognition</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89B_eus-gaap--ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock_z3Pr8dHAbf3b" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BC_zflH4bYQSY6i" style="display: none">SCHEDULE OF REVENUE RECOGNITION</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20220401__20230331_z17ghVA7hZeh" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20210401__20220331_zp6d5oK0mZm1" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_405_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--TechnologyFeesMember_z3CzkZSWYL8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; width: 64%">Technology fees</td><td style="width: 2%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 14%">8,802,032</td><td style="text-align: left; width: 1%"> </td><td style="width: 2%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 14%">5,904,393</td><td style="text-align: left; width: 1%"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--DeviceSalesMember_zVIZeOwDjdIi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Device sales</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">837,025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">995,876</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--ServiceRelatedAndOtherRevenueMember_zVJqZOwOg19e" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Service-related and other revenue</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl0859">-</span></span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">750,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_zWeK19FIJzH" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,639,057</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,650,269</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AC_zhglysX3R3Qb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p id="xdx_89B_eus-gaap--ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock_z3Pr8dHAbf3b" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BC_zflH4bYQSY6i" style="display: none">SCHEDULE OF REVENUE RECOGNITION</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20220401__20230331_z17ghVA7hZeh" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20210401__20220331_zp6d5oK0mZm1" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_405_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--TechnologyFeesMember_z3CzkZSWYL8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; width: 64%">Technology fees</td><td style="width: 2%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 14%">8,802,032</td><td style="text-align: left; width: 1%"> </td><td style="width: 2%"> </td> <td style="text-align: left; width: 1%"> </td><td style="text-align: right; width: 14%">5,904,393</td><td style="text-align: left; width: 1%"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--DeviceSalesMember_zVIZeOwDjdIi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Device sales</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">837,025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">995,876</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_hsrt--ProductOrServiceAxis__custom--ServiceRelatedAndOtherRevenueMember_zVJqZOwOg19e" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Service-related and other revenue</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl0859">-</span></span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">750,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_zWeK19FIJzH" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,639,057</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,650,269</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> 8802032 5904393 837025 995876 750000 9639057 7650269 <p id="xdx_84E_eus-gaap--InventoryPolicyTextBlock_zECZ8x8GA4k2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zMr11U672qsk">Inventories</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.</span></p> <p id="xdx_895_eus-gaap--ScheduleOfInventoryCurrentTableTextBlock_zsnaSnmx4cI1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_zKe5zfpZWJC1" style="display: none">SCHEDULE OF INVENTORIES</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" id="xdx_494_20230331_zYsdKdEzWWsb" style="border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2023</b></span></td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" id="xdx_494_20220331_zCytAsV2NDOl" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2022</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b> </span></td><td style="text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">$</td><td style="text-align: center; font-weight: bold"> </td></tr> <tr id="xdx_401_eus-gaap--InventoryRawMaterialsAndSupplies_iI_maINzF7M_zHncu6RSZBLf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Raw material</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,186,735</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">468,454</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--InventoryFinishedGoods_iI_maINzF7M_zhnWDRCTnN75" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt; text-align: left">Finished goods</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,150,271</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">374,470</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--InventoryNet_iTI_mtINzF7M_zo259qOUEoDj" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventories</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,337,006</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">842,924</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A6_zbFx7EIS5UHa" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_eus-gaap--ScheduleOfInventoryCurrentTableTextBlock_zsnaSnmx4cI1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_zKe5zfpZWJC1" style="display: none">SCHEDULE OF INVENTORIES</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" id="xdx_494_20230331_zYsdKdEzWWsb" style="border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2023</b></span></td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" id="xdx_494_20220331_zCytAsV2NDOl" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2022</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b> </span></td><td style="text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td colspan="2" style="text-align: center; font-weight: bold">$</td><td style="text-align: center; font-weight: bold"> </td></tr> <tr id="xdx_401_eus-gaap--InventoryRawMaterialsAndSupplies_iI_maINzF7M_zHncu6RSZBLf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Raw material</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,186,735</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">468,454</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--InventoryFinishedGoods_iI_maINzF7M_zhnWDRCTnN75" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt; text-align: left">Finished goods</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,150,271</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">374,470</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--InventoryNet_iTI_mtINzF7M_zo259qOUEoDj" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventories</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,337,006</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">842,924</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> 1186735 468454 1150271 374470 2337006 842924 <p id="xdx_849_eus-gaap--UseOfEstimates_zJSe3zWlpezk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_866_zs1TGppioJ37">Significant accounting estimates and assumptions</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, promissory <span>notes,</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">convertible notes and derivative <span>liabilities</span></span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Fair value of stock options</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Fair value of warrants</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Fair value of derivative liabilities</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Functional currency</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Useful life of property and equipment</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Provisions</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Contingencies</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Inventory obsolescence</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Income and other taxes</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration: underline">Incremental borrowing rate for lease</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84B_eus-gaap--EarningsPerSharePolicyTextBlock_zZhbKCq97fEk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_868_z0wzuGKaql67">Earnings (Loss) Per Share</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zpkOmygEFpLi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_865_zINue0YTuOfg">Cash</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cash includes cash on hand and balances with banks.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84E_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zFaOk6r9evR8" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86F_zgzHLqo5gkc7">Foreign Currency Translation</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--TradeAndOtherAccountsReceivablePolicy_zrovvSgNm4be" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86D_zqrUJqBScQz1">Accounts Receivable</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--FairValueOfFinancialInstrumentsPolicy_zjifLu9ZuLU9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86C_zNav6T0YR1Ca">Fair Value of Financial Instruments</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally-guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89C_eus-gaap--ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock_zvszGrepfSi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of financial instruments measured on a recurring basis is as follows (in thousands):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B4_ztPzJPtIMpRc" style="display: none">SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of March 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid">Description</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Total</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 44%; text-align: left">Derivative liabilities, short-term</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_983_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331_z71zuSaLQHq7" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">1,008,216</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z6lXoVJsdwQ1" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0894">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zFm7xy9G1rRd" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0896">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98B_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zDEgsG4ZnwKg" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">1,008,216</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Derivative liabilities, long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331_zyf0Syg3nvk9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">759,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98F_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zbqDNYWvYZR9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0902">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zezhEXahDd1f" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0904">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98F_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zDg967YRa9pl" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">759,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total liabilities at fair value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331_z5MJFLy3r4q6" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">1,767,281</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zJRjKOrNYNp3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0910">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zdEwu242kLA1" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0912">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7mJ9waEbuIl" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">1,767,281</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of March 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid">Description</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Total</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 44%; text-align: left">Derivative liabilities, short-term</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331_zl9uX7vldzVj" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">520,747</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zXSCuOlQGGx6" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0918">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zPFuWQdFGE9b" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0920">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZFWCRYHTJgd" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">520,747</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Derivative liabilities, long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331_zcMjRV1Coxhc" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">352,402</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zhRgge09ar1" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0926">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_z5pYzuJHIzo3" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0928">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7His3zoDRx9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">352,402</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total liabilities at fair value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331_zV8MwscvP087" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">873,149</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z81w3OlYVrz3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0934">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_983_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zqapQifYz9fi" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0936">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZyKJt1SYLue" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">873,149</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A9_zP4w8CewG689" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">There were no transfers between fair value hierarchy levels during the years ended March 31, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89C_eus-gaap--ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock_zvszGrepfSi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of financial instruments measured on a recurring basis is as follows (in thousands):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B4_ztPzJPtIMpRc" style="display: none">SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of March 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid">Description</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Total</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 44%; text-align: left">Derivative liabilities, short-term</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_983_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331_z71zuSaLQHq7" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">1,008,216</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z6lXoVJsdwQ1" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0894">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zFm7xy9G1rRd" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0896">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98B_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zDEgsG4ZnwKg" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">1,008,216</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Derivative liabilities, long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331_zyf0Syg3nvk9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">759,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98F_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zbqDNYWvYZR9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0902">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zezhEXahDd1f" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0904">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98F_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zDg967YRa9pl" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">759,065</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total liabilities at fair value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331_z5MJFLy3r4q6" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">1,767,281</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zJRjKOrNYNp3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0910">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zdEwu242kLA1" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0912">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20230331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7mJ9waEbuIl" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">1,767,281</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of March 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid">Description</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Total</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 44%; text-align: left">Derivative liabilities, short-term</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331_zl9uX7vldzVj" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">520,747</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zXSCuOlQGGx6" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0918">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zPFuWQdFGE9b" style="width: 10%; text-align: right" title="Derivative liabilities, short-term"><span style="-sec-ix-hidden: xdx2ixbrl0920">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--DerivativeLiabilitiesCurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZFWCRYHTJgd" style="width: 10%; text-align: right" title="Derivative liabilities, short-term">520,747</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Derivative liabilities, long-term</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331_zcMjRV1Coxhc" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">352,402</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zhRgge09ar1" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0926">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_z5pYzuJHIzo3" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term"><span style="-sec-ix-hidden: xdx2ixbrl0928">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7His3zoDRx9" style="border-bottom: Black 1.5pt solid; text-align: right" title="Derivative liabilities, long-term">352,402</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total liabilities at fair value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331_zV8MwscvP087" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">873,149</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z81w3OlYVrz3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0934">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_983_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zqapQifYz9fi" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value"><span style="-sec-ix-hidden: xdx2ixbrl0936">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--DerivativeAssetsLiabilitiesAtFairValueNet_iI_c20220331__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZyKJt1SYLue" style="border-bottom: Black 2.5pt double; text-align: right" title="Total liabilities at fair value">873,149</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 1008216 1008216 759065 759065 1767281 1767281 520747 520747 352402 352402 873149 873149 <p id="xdx_84C_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zzARttTiiCu9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_866_zPcOUXoaoAh6">Property and Equipment</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:</span></p> <p id="xdx_892_ecustom--ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock_zBIA4GKH2K65" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BC_zQQRiQgBk7kg" style="display: none">SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 35%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office equipment</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 35%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zpGGqqc3pWlj" title="Office equipment">5 years</span></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvement</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zi7mkKfkifF7" title="Leasehold improvement">5 years</span></span></td></tr> </table> <p id="xdx_8A8_ztnOiplnS7zg" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_892_ecustom--ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock_zBIA4GKH2K65" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BC_zQQRiQgBk7kg" style="display: none">SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 35%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office equipment</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 35%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zpGGqqc3pWlj" title="Office equipment">5 years</span></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvement</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zi7mkKfkifF7" title="Leasehold improvement">5 years</span></span></td></tr> </table> P5Y P5Y <p id="xdx_84E_eus-gaap--ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock_zQlRzDkSQ26f" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86E_z5HrKwUfjjs1">Impairment for Long-Lived Assets</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2023 and 2022, the Company believes there was no impairment of its long-lived assets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--LesseeLeasesPolicyTextBlock_zZaYX9x9oT4l" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_866_zJKuA4M9Nvna">Leases</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease liabilities, current, and lease liabilities, long-term in the consolidated balance sheet.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--IncomeTaxPolicyTextBlock_znIF2dJJFj21" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zK3EQ87YUktg">Income Taxes</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--ResearchAndDevelopmentExpensePolicy_zMyYsxt0anQ6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zrSGATokZGUl">Research and Development</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved<b>. </b>Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_845_eus-gaap--SellingGeneralAndAdministrativeExpensesPolicyTextBlock_z27pbYiWJJof" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_867_zpJCflr9lwmh">Selling, General and Administrative</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p id="xdx_848_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_zvKe3WTkTKKi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_861_zElqtzbiNWqa">Stock Based Compensation</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--DebtPolicyTextBlock_zMbTO0JkDHig" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_86D_zgtaPLu0kFae">Convertible Notes Payable and Derivative Instruments</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_843_ecustom--PreferredSharesExtinguishmentsPolicyTextBlock_zjZuQJp7E6C3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_869_zcx1FJwvxP4k">Preferred Shares Extinguishments</span></span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84D_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zWijaOUz1Em" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline"><span id="xdx_865_zCRbeENsSsta">Recently Issued Accounting Pronouncements</span></span></i>  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company does not expect that this guidance will have a significant impact on the Company’s consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_804_eus-gaap--AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock_zebVCN5E4Vgi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4. <span id="xdx_828_z6VAK3yHmzof">ACCOUNTS PAYABLE AND ACCRUED LIABILITIES</span></b></span></p> <p id="xdx_89E_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_zJJQu6XzMpFj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B7_zVWjAUGShPzi" style="display: none">SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20230331_zGtmqpthuNva" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>March 31, 2023</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20220331_z6cEANlQT4wj" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>March 31, 2022</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_408_eus-gaap--AccountsPayableOtherCurrent_iI_maAPAALzJVu_zK65flQDoewb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Trade and other payables</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">3,435,123</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,159,477</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--AccruedLiabilitiesCurrent_iI_maAPAALzJVu_z7wmXw1WzBY2" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Accrued liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,607,353</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,436,270</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--AccountsPayableAndAccruedLiabilitiesCurrent_iTI_mtAPAALzJVu_z9sNtrQut7Uj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable and accrued liabilities</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,042,476</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,595,747</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A1_z0fIcfrrI7Ea" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trade and other payables and accrued liabilities as at March 31, 2023 and 2022 included $<span id="xdx_90F_eus-gaap--OtherAccountsPayableAndAccruedLiabilities_iI_c20230331_zABBWa7y1fdi" title="Trade and other payables and accrued liabilities">446,771</span> and $<span id="xdx_90B_eus-gaap--OtherAccountsPayableAndAccruedLiabilities_iI_c20220331_zZ3Dcgitym47" title="Trade and other payables and accrued liabilities">2,851</span>, respectively, due to a shareholder, who is a director and executive of the Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89E_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_zJJQu6XzMpFj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B7_zVWjAUGShPzi" style="display: none">SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20230331_zGtmqpthuNva" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>March 31, 2023</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20220331_z6cEANlQT4wj" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>March 31, 2022</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_408_eus-gaap--AccountsPayableOtherCurrent_iI_maAPAALzJVu_zK65flQDoewb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Trade and other payables</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">3,435,123</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,159,477</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--AccruedLiabilitiesCurrent_iI_maAPAALzJVu_z7wmXw1WzBY2" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Accrued liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,607,353</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,436,270</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--AccountsPayableAndAccruedLiabilitiesCurrent_iTI_mtAPAALzJVu_z9sNtrQut7Uj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable and accrued liabilities</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,042,476</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,595,747</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> 3435123 1159477 1607353 1436270 5042476 2595747 446771 2851 <p id="xdx_809_eus-gaap--DebtDisclosureTextBlock_zrBCV1NuOGVi" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>5. <span id="xdx_82E_zi6IV4yJGY6">CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS</span></b></span></p> <p id="xdx_894_eus-gaap--ScheduleOfDebtTableTextBlock_z2TMhKt1ad95" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span><span id="xdx_8BB_zuxyCqcD4e8e" style="display: none">SCHEDULE OF CONVERTIBLE NOTES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20220401__20230331_z3sgHA67cNve" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20210401__20220331_zSw0iht8iLB7" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fiscal Year</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td style="text-align: center"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="text-align: center"> </td><td style="text-align: center"> </td> <td style="text-align: center"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="text-align: center"> </td></tr> <tr id="xdx_406_ecustom--ConvertibleNotesShortTermLoansAndPromissoryNotes_iS_zCeQQrUB5AMa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; font-weight: bold; font-style: italic">Balance, beginning of year</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,540,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">2,617,798</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--ConversionOfStockAmountIssued1_iN_di_zSzidGFtBYUe" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Conversion to common shares (Note 9)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(555,600</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(10,309,000</td><td style="text-align: left">)</td></tr> <tr id="xdx_400_ecustom--RedemptionOfConvertibleNotes_iN_di_ztwsbzf0p5n" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Redemption of convertible notes</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(126,680</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0994">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--ConvertibleNoteModification_ztTsFs8CmPE2" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Convertible note extinguishment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(500,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0997">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_403_ecustom--NewIssuanceOfConvertibleNoteNetOfDiscounts_zOGyiVvzzKK6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">New issuance of convertible note, net of discounts</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,335,243</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1000">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--NewIssuanceOfShorttermLoanAndPromissoryNotesNetOfDiscounts_znfzBaVHD3Wc" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New issuance of short-term loan and promissory notes, net of discounts</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,444,480</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1003">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--RepaymentsOfDebt_iN_di_zmmhIMu5mEAa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Repayment of short-term loans</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(440,470</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1006">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--AmortizationOfDebtDiscountPremium_zeGvJZVlE5ed" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Accretion and amortization of discounts</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">77,495</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,231,202</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40D_ecustom--ConvertibleNotesShortTermLoansAndPromissoryNotes_iE_zBGIsrFNQTOc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; font-style: italic; padding-bottom: 2.5pt">Balance, end of year</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">4,774,468</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">1,540,000</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AA_zg1hrBOeKpy9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest expense on the above debt instruments was $<span id="xdx_90F_eus-gaap--InterestExpenseDebt_pp2d_c20220401__20230331_zBo069Lr4PEe" title="Interest expense">111,040</span> and $<span id="xdx_907_eus-gaap--InterestExpenseDebt_pp2d_c20210401__20220331_zzMxSxXw0dI6" title="Interest expense">546,878</span> for the years ended March 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Series A Convertible Promissory Notes</i></b><i>:</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2021, the Company issued $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceOfDebt_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--TwoSeriesANotesMember_zhWT3e6sN6t2" title="Issuance of debt">11,275,500</span> (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at <span id="xdx_90E_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_uPure_c20210331__us-gaap--DebtInstrumentAxis__custom--TwoSeriesANotesMember_zqkEwA1Up3we" title="Accrue interest">12%</span> per annum.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of Common Stock equal to: <span id="xdx_90F_eus-gaap--DebtInstrumentConvertibleTermsOfConversionFeature_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesOneMember_zcoMMPckZmya" title="Description of conversion terms for debt instrument">(i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price).</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the first series of Series A Notes, <span id="xdx_904_eus-gaap--DebtConversionDescription_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesOneMember_zVRT7X14jeQ2" title="Debt conversion description">the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $<span id="xdx_90A_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_pid_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesTwoMember_z5UH8eAVx4b4" title="Conversion price">4.00</span> per share or <span id="xdx_909_eus-gaap--DebtInstrumentConvertibleTermsOfConversionFeature_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesTwoMember_zNxWecBKaK87" title="Description of conversion terms for debt instrument">75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the second series of Series A Notes, <span id="xdx_90D_eus-gaap--DebtConversionDescription_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesTwoMember_ztbDiQcwbi68" title="Debt conversion description">the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90C_ecustom--PlacementAgentFeesDescription_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--TwoSeriesANotesMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zld07xYONXjg" title="Placement agent fees description">The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90A_ecustom--PlacementAgentFeesDescription_c20200401__20210331__srt--TitleOfIndividualAxis__custom--PlacementAgentMember__us-gaap--DebtInstrumentAxis__custom--SeriesANotesOneMember_zdBVzaAxWUO7" title="Placement agent fees description">The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $<span id="xdx_909_eus-gaap--ProceedsFromConvertibleDebt_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesMember_zjluwk2P1Om1" title="Convertible debt">10,135,690</span> after payment of the relevant financing related fees.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_ecustom--PlacementAgentFeesDescription_c20200401__20210331__srt--TitleOfIndividualAxis__custom--PlacementAgentMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_ze4t48ckAL57" title="Placement agent fees description">The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $1.06 per share.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the Series A Notes, The Company recognized debt issuance costs in the amount of $<span id="xdx_909_eus-gaap--DeferredFinanceCostsNet_iI_c20220331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesMember_zr2jzow1NmF9" title="Debt issuance costs in the amount">2,301,854</span> and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Notes. The Company also recognized initial debt discount in the amount of $<span id="xdx_901_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20220331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesMember_zzhmKxmvcXIh" title="debt issuance costs in the amount">8,088,003</span> and accreted the interest over the remaining lives of those Notes. The debt issuance costs were fully amortized as of March 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 30, 2022, the Company exchanged $<span id="xdx_90F_eus-gaap--DebtInstrumentCarryingAmount_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--SeriesANoteMember_zOWXS6oiiFi3" title="Carrying amount">500,000</span> of Series A Notes along with its outstanding interest accrual of $<span id="xdx_901_eus-gaap--DebtInstrumentIncreaseAccruedInterest_c20221230__20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zB4Pb5u60wb8" title="Debt instrument accrued interest">121,500</span> into a new convertible note with the same note holder. The new convertible note has principal of $<span id="xdx_90F_eus-gaap--DebtInstrumentCarryingAmount_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zCt34ojGquM9" title="Carrying amount">621,500</span>, stated interest rate of <span id="xdx_904_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_uPure_c20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zShs7KeQpyjh" title="Interest rate">12</span>% per annum, as well as option to convert outstanding principal and accrued interest at the conversion price, calculated at <span id="xdx_90C_eus-gaap--DebtInstrumentInterestRateDuringPeriod_pid_dp_uPure_c20221230__20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zn7mIFi1a6p6" title="Debt instrument interest rate">75</span>% multiplied by the average of the three lowest closing prices during the previous ten trading days prior to the receipt of the conversion notice. The new convertible note matures on <span id="xdx_90D_eus-gaap--DebtInstrumentMaturityDate_pid_dp_uPure_c20221230__20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zSa8mkyOn7dk" title="Debt instrument maturity date">December 30, 2023</span>. The Company had concluded that this exchange transaction is an extinguishment of the original convertible note. Therefore, the Company recorded the new convertible note at fair value, which was its face value of $<span id="xdx_901_eus-gaap--DebtInstrumentFaceAmount_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zIPXRkac2bD5" title="Face value">621,500</span> net of a discount of $<span id="xdx_908_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_z2UyDjVfya3f" title="Debt instrument discount">64,636</span>. The difference between the fair value of the original convertible note immediately prior to the extinguishment and the fair value of the new convertible note is $<span id="xdx_905_eus-gaap--ConvertibleDebt_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zGmgrSZMV4t6" title="Convertible debt">64,636</span>. This amount was recorded as a gain upon debt extinguishment and was included in other income on the consolidated statements of operations and comprehensive loss. In addition, the Company had assessed fair value of the derivative liability associated with the conversion option on the original note immediately before the modification, as well as the fair value of the derivative liability associated with the new convertible note. The difference $<span id="xdx_90E_ecustom--DerivativeGainLossOnDerivative_c20221230__20221230__us-gaap--DebtInstrumentAxis__custom--NewConvertibleNoteMember_zDER3CsDhYHd" title="Derivative loss">14,083</span> was recognized as other expense [Note 8].</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the remaining unamortized discount on Series A convertible notes was $<span id="xdx_90C_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesANotesMember_z3BOAiibA6Xk" title="Debt instrument discount">49,393</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the Company recorded $<span id="xdx_905_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesANoteMember_zAFTmEUeyav1" title="Interest accruals">74,912</span> of interest accruals for the Series A Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Series B Convertible Notes</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, during the year ended March 31, 2021, the Company also issued $<span id="xdx_90B_eus-gaap--DebtInstrumentFaceAmount_iI_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AccreditedInvestorsMember_zNTpUHujEjth" title="Face amount">1,312,500</span> (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. <span id="xdx_907_eus-gaap--DebtConversionDescription_c20200401__20210331__srt--StatementScenarioAxis__custom--ConversionNoticeMember_zF4g5jROKE6b" title="Debt conversion description">The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--DebtConversionDescription_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zvBtc1asdmZ1" title="Debt conversion description">The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage.</span> The warrants have a <span id="xdx_901_eus-gaap--WarrantsAndRightsOutstandingTerm_iI_dtY_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zAi0PHtz0dWi" title="Warrants and rights outstanding term">3</span>-year term from date of issuance and an exercise price that is $<span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zNAbWW1Rs6u9" title="Exercise price">1.06</span> per share for <span id="xdx_906_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_pid_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zoWGRi1mwxKe" title="Warrant shares">100,000</span> warrant shares and $<span id="xdx_90E_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember__us-gaap--StatementEquityComponentsAxis__custom--WarrantTwoMember_zWMl0WcRjBoh" title="Exercise price">1.5</span> per share for <span id="xdx_90D_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_pid_c20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember__us-gaap--StatementEquityComponentsAxis__custom--WarrantTwoMember_zG8LYKJG0Kxk" title="Warrant shares">212,500</span> warrant shares.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $<span id="xdx_90B_eus-gaap--ProceedsFromConvertibleDebt_c20200401__20210331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zoCMrAFrM1Hk" title="Convertible note issuances">1,240,000</span> after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company recognized debt issuance costs in the amount of $<span id="xdx_90D_eus-gaap--DeferredFinanceCostsNet_iI_c20220331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zL1Ky8UDh4ml" title="Debt issuance costs">10,000</span> and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount in the amount of $<span id="xdx_90B_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20220331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zC6CC8kUEtch" title="Initial debt discount">1,312,500</span> and accreted the interest over the remaining lives of those notes. The debt issuance costs were fully amortized as of March 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, $<span id="xdx_909_eus-gaap--DebtConversionConvertedInstrumentAmount1_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_z4smrZ2GIGBg" title="Instrument amount">472,500</span> (face value) of Series B Notes were converted into <span id="xdx_904_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zxZxLenI5CJ3" title="Converted instrument shares issued">207,516</span> common shares. As at March 31, 2022, $<span id="xdx_904_eus-gaap--DebtInstrumentFaceAmount_iI_c20220331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zCyYEqE96Fc7" title="Face amount">840,000</span> of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2023, $<span id="xdx_900_eus-gaap--DebtConversionConvertedInstrumentAmount1_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_z6xBJ5fJkAi5" title="Instrument amount">555,600</span> (face value) of Series B Notes were converted into <span id="xdx_908_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zcNXerI7AEv4" title="Converted instrument shares issued">761,038</span> common shares (Note 9 d).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2023, $<span id="xdx_901_eus-gaap--DebtInstrumentPeriodicPayment_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zoMpehLFexi2" title="Debt instrument periodic payment">126,680</span> (face value) of Series B Notes were redeemed by cash payment of $<span id="xdx_901_ecustom--DebtInstrumentRedeemedByCashPayment_pid_c20220401__20221231__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_ztwNET6kK3Di" title="Cash payment">145,682</span>. <span id="xdx_907_eus-gaap--DebtConversionDescription_c20220401__20230331_zpgUjyEnHC24" title="Debt conversion description">The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note</span>, was $<span id="xdx_906_eus-gaap--ConvertibleNotesPayable_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesBNotesMember_zImgTz7C89Bj" title="Convertible note repayment">24,408</span>, and was recognized as a gain upon convertible note repayment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the Company recorded accrued interest in the amount of <span id="xdx_90C_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_pp0p0_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_zxSpzdKAR8gb" title="Interest payable">$84,863</span> related to the Series B Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In total, as at March 31, 2023, the Company had issued $<span id="xdx_90D_eus-gaap--ConvertibleNotesPayable_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z4RvZmlBVs5d">821,500 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">and $<span id="xdx_90A_eus-gaap--ConvertibleNotesPayable_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_zMB6BEBWxzw4">157,720 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">for Series A and Series B notes, respectively, out of which $<span id="xdx_903_ecustom--ConvertibleNotesPayableRemaining_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zh0TbojTQ9X1">200,000 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">and $<span id="xdx_900_ecustom--ConvertibleNotesPayableRemaining_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_zj2iqipqfUDh">157,720 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">for Series A and Series B notes remained outstanding beyond their contractual maturity date. These continued to accrue interest, and no repayment demand notification was received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently; and it is management’s expectation that all of these notes will eventually convert. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Series C Convertible Notes</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended March 31, 2023, the Company issued $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceOfDebt_c20230101__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zS1bQgOWn8a8" title="Issuance of debt">590,000</span> (face value) in convertible promissory notes (the “Series C Notes”) sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at <span id="xdx_900_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_uPure_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zimZsN0Pasmj" title="Accrue interest">15</span>% per annum.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Conversion Amount”) could be converted into that number of shares of Common Stock equal to: the Conversion Amount divided by the “Optional Conversion Price”, which is defined as lower of <span id="xdx_90D_eus-gaap--DebtInstrumentConvertibleTermsOfConversionFeature_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zTdihe0Rdk4" title="Description of conversion terms for debt instrument">(i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For Series C Notes, “Mandatory Conversion” of <span id="xdx_90D_eus-gaap--DebtConversionDescription_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zPF4dOpqNJvh" title="Debt conversion description">the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive Trading Days (the “Measurement Period”) (A) the closing price of the Common Stock on the applicable Trading Market is at least $3.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_ecustom--PlacementAgentFeesDescription_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zMkwkPVpnpY9" title="Placement agent fees description">The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time final closing</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_ecustom--PlacementAgentFeesDescription_c20220401__20230331__srt--TitleOfIndividualAxis__custom--PlacementAgentMember__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_z1phFBPhQRD7" title="Placement agent fees description">The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_ecustom--PlacementAgentFeesDescription_c20220401__20230331__srt--TitleOfIndividualAxis__custom--PlacementAgentMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zLhIiEpXveKc" title="Placement agent fees description">The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net proceeds to the Company from Series C Notes issuance up to March 31, 2023 amounted to $<span id="xdx_90F_eus-gaap--ProceedsFromConvertibleDebt_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zGgYXrBqHWP8">501,000</span> after payment of the relevant financing related fees.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior to the final closing date, the Company determined that the conversion features contained in those Note, as well as the obligations to issue investor warrants and placement agent warrants represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion features, as well as the obligations related to investor warrant and placement agent warrant issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the Series C Notes, The Company recognized debt issuance costs of $<span id="xdx_900_eus-gaap--DeferredFinanceCostsNet_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zNhgeyVQsRT1" title="Deferred finance costs">89,000</span> and treated these as debt discounts. The Company also recognized additional debt discount in the amount of $<span id="xdx_902_ecustom--DebtInstrumentDerivativeLiabilities_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zZHWZ0uphRPj" title="Recognized additional debt discount">501,000</span> in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note, and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the Notes. Since total debt discount amount cannot exceed total gross proceeds, the Company recognized $<span id="xdx_90D_eus-gaap--AccretionExpense_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zTbJJ9cSF3Z9" title="Accretion expense">184,417</span> accretion expenses up front, which represents the amount of total derivative liabilities upon initial recognition of $<span id="xdx_908_ecustom--DerivativeLiabilitiesUponInitialRecognition_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zOVTJIwu2gK2" title="Derivative liabilities upon initial recognition">685,417</span> less net proceeds of Series C Notes of $<span id="xdx_907_eus-gaap--ProceedsFromConvertibleDebt_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zlcVyaFrdEj7" title="Proceeds from convertible debt">501,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the Company recorded accrued interest in the amount of $<span id="xdx_904_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_pp0p0_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesCPreferredStockMember_zAVaPZMRmq0e">2,598</span> related to the Series C Notes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the remaining unamortized discount on Series C convertible notes was $<span id="xdx_902_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--SeriesCNotesMember_zYUclPvcr119">578,589</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Other Convertible Notes</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023, the Company issued $<span id="xdx_90B_eus-gaap--ConvertibleNotesPayable_iI_c20230123__us-gaap--ShortTermDebtTypeAxis__custom--OtherConvertibleNotesPayableMember_zMMnVHXKXBUc" title="Convertible notes payable">2,000,000</span> (face value) in convertible promissory notes (the “Other Convertible Notes”) to an accredited investor. The Notes mature 18 months from the issuance date. This note bears interest rate at a fixed rate of <span id="xdx_901_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_uPure_c20230123__us-gaap--ShortTermDebtTypeAxis__custom--OtherConvertibleNotesPayableMember_zsLMUN4sYY6d" title="Debt instrument interest rate stated percentage">10</span>% in the form of stock with a striker price equal to the closing stock price on the note issuance date. Therefore, the Company issued <span id="xdx_90E_ecustom--StockIssuedDuringPeriodSharesIssuanceOfSharesInLieuOfConvertibleNoteInterest_c20230123__20230123__us-gaap--ShortTermDebtTypeAxis__custom--OtherConvertibleNotesPayableMember_zx03vRCVRwLd" title="Convertible notes payable">270,270</span> units of common stock in lieu of interest on this convertible note. These stocks were valued at $<span id="xdx_900_ecustom--StockIssuedDuringPeriodValueIssuanceOfSharesInLieuOfConvertibleNoteInterest_c20230123__20230123__us-gaap--ShortTermDebtTypeAxis__custom--OtherConvertibleNotesPayableMember_zgKxZD7gLEkh" title="Convertible notes payable">221,621</span> and was recognized as a deferred cost on the convertible note, recorded as a contra liability against the convertible note, and was amortized and recognized as accretion expense using the effective interest rate method over the remaining lives of the Other Convertible Notes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The conversion of the Other Convertible Notes is automatic upon a Qualified Financing which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the note holder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the remaining unamortized discount on Other Convertible Notes was $<span id="xdx_908_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20230331__us-gaap--ShortTermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_z3WTKg3E6fgh">186,404</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Other Short-term loans and Promissory Notes</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $<span id="xdx_90B_eus-gaap--ProceedsFromShortTermDebt_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_zJ6d1Ecrh2C1" title="Gross proceeds">400,000</span>, prior to the deduction of issuance costs in the amount of $<span id="xdx_90E_eus-gaap--DeferredFinanceCostsNet_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_zzBSCrJ9k8z1">9,999</span>. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is <span id="xdx_90F_eus-gaap--DebtInstrumentTerm_dtW_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_zWgPl7EjNgc6">40</span> weeks. The Company is required to make weekly payments of $<span id="xdx_90B_eus-gaap--DebtInstrumentPeriodicPayment_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_z0CFdryGYube">13,995</span> ($<span id="xdx_909_eus-gaap--DebtInstrumentCarryingAmount_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_zbcJlQOZXmw8">560,000</span> in the aggregate). As of March 31, 2023, the amount of principal outstanding was $<span id="xdx_90F_eus-gaap--DebtInstrumentCarryingAmount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_zKuKleYmPu32">275,462</span>. The remaining unamortized issuance cost discount was $<span id="xdx_901_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember_zAFioG9wuxJ1">6,142</span>. The Company has an option to repay the loan earlier to receive a discount on total repayment. If the Company repays within 30 days, the total repayment is $<span id="xdx_901_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember__us-gaap--AwardTypeAxis__custom--RepayWithInThirtyDaysMember_zul6gXz3WUec">512,000</span>. If the Company repays within 60 days, the total repayment is $<span id="xdx_902_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember__us-gaap--AwardTypeAxis__custom--RepayWithInSixtyDaysMember_z7ibUhFywgQ5">520,000</span>. If the Company repays within 90 days, the total repayment is $<span id="xdx_909_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--AwardTypeAxis__custom--RepayWithInNinetyDaysMember__dei--LegalEntityAxis__custom--CollateralizedMerchantFinanceCompanyMember__us-gaap--DebtInstrumentAxis__custom--ShortTermBridgeLoanAgreementMember_zZflidBydSLg">528,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2022, the Company also entered into a short term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $<span id="xdx_90E_eus-gaap--ProceedsFromShortTermDebt_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zpDf0i0vZgkl" title="Gross proceeds">800,000</span>, prior to the deduction of issuance costs in the amount of $<span id="xdx_90A_eus-gaap--DeferredFinanceCostsNet_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zacR4bAzyLag">32,000</span>. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is <span id="xdx_904_eus-gaap--DebtInstrumentTerm_dtW_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zquSdDnvpXGa" title="Debt instrument term">40</span> weeks. The Company is required to make weekly payments of $<span id="xdx_901_eus-gaap--DebtInstrumentPeriodicPayment_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zQMqSaJyD0r9" title="Debt instrument payments">29,556</span> ($<span id="xdx_90B_eus-gaap--DebtInstrumentPeriodicPayment_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember__us-gaap--AwardDateAxis__custom--FirstFourWeeksMember_zP8shmNhOD6d" title="Debt instrument payments">13,999</span> for the first four weeks, and $<span id="xdx_906_eus-gaap--DebtInstrumentCarryingAmount_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zy0l1jxxlQUl" title="Debt instrument carrying value">1,120,000</span> in the aggregate). As of March 31, 2023, the amount of principal outstanding under this agreement was $<span id="xdx_90E_eus-gaap--DebtInstrumentCarryingAmount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_z3AFBSt63xg4" title="Debt instrument carrying value">620,418</span> and the remaining unamortized issuance cost discount was $<span id="xdx_903_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zjDzXSrLVMRf" title="Unamortized issuance cost discount">20,800</span>. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $<span id="xdx_90A_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__us-gaap--AwardTypeAxis__custom--RepayWithInThirtyDaysMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_z8sXXnT3r4Dj" title="Repayments of debt">920,000</span> if repaid within 30 days, $<span id="xdx_905_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--AwardTypeAxis__custom--RepayWithInSixtyDaysMember__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zxRpJ2wv4az1" title="Repayments of debt">944,000</span> if repaid within 60 days, $<span id="xdx_90B_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--AwardTypeAxis__custom--RepayWithInNinetyDaysMember__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_za91zUgqXkDf" title="Repayments of debt">968,000</span> if repaid within 90 days, $<span id="xdx_900_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--AwardTypeAxis__custom--RepayWithInOneTwentyDaysMember__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zfnpg01CMSU1" title="Repayments of debt">1,000,000</span> if repaid within 120 days, and $<span id="xdx_90B_eus-gaap--RepaymentsOfDebt_c20221201__20221231__us-gaap--AwardTypeAxis__custom--RepayWithInOneFiftyDaysMember__us-gaap--DebtInstrumentAxis__custom--ShortTermCollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zDQkTMxItc7e" title="Repayments of debt">1,088,000</span> if repaid within 150 days.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $<span id="xdx_908_eus-gaap--DebtInstrumentCarryingAmount_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteAgreementMember__dei--LegalEntityAxis__custom--IndividualInvestorMember_zZ2WjGrU6ZIk">600,000 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(the “Principal Amount”). The note has a fixed rate of interest at <span id="xdx_90D_eus-gaap--DebtInstrumentInterestRateDuringPeriod_pid_dp_uPure_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteAgreementMember__dei--LegalEntityAxis__custom--IndividualInvestorMember_zy8RwHJEvNrj">25</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">% per annum payable monthly on the first day of every month. This promissory note matures on <span id="xdx_908_eus-gaap--DebtInstrumentMaturityDate_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteAgreementMember__dei--LegalEntityAxis__custom--IndividualInvestorMember_zVf1RJDQ3Qd8">December 15, 2023</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">, when the Principal Amount is due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a <span id="xdx_90E_ecustom--EarlyPaymentPenaltyProvisionPercentage_dp_uPure_c20221201__20221231__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteAgreementMember__dei--LegalEntityAxis__custom--IndividualInvestorMember_zRv3L24IFsVd">3</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">% early payment penalty provision. As of March 31, 2023, the amount of principal outstanding on the note was $<span id="xdx_905_eus-gaap--DebtInstrumentCarryingAmount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteAgreementMember__dei--LegalEntityAxis__custom--IndividualInvestorMember_z8tkIzcdfD5k">600,000</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">, and accrued interest outstanding on the note was $<span id="xdx_90B_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteAgreementMember__dei--LegalEntityAxis__custom--IndividualInvestorMember_zwQrsXhzoH1e">12,312</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 30, 2022, the Company extinguished <span id="xdx_906_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_c20221230__srt--TitleOfIndividualAxis__custom--SeriesAConvertibleNoteHoldersMember_zR8ERtUQahE9" title="Warrants issued">306,604</span> warrants (Note 9f) that were originally issued to Series A Convertible Note holders, and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has principal balance of $<span id="xdx_904_eus-gaap--DebtInstrumentFaceAmount_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_zrnywLkgnx75" title="Principal amount">270,000</span>, stated interest of zero, and matures on <span id="xdx_901_eus-gaap--DebtInstrumentMaturityDate_c20221230__20221230__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_z7KrulAaBINc" title="Debt instrument maturity date">June 30, 2023</span>. The Company is obligated to repay <span id="xdx_904_ecustom--DebtInstrumentObligatedToRepayPercentage_iI_dp_uPure_c20230331__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_z7Tb8posF3hj" title="Obligation to repay">50</span>% of the principal balance on March 31, 2023, and the rest of the promissory notes on the maturity date. The fair value of this new promissory note was $<span id="xdx_90B_eus-gaap--DebtInstrumentFairValue_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_z5emPWO3xtSa" title="Fair value">248,479</span> as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $<span id="xdx_903_ecustom--AdjustmentCarryingValueAndPrincipalAmount_iI_c20221230__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_zUKSYWW1ECR8" title="Adjustment carrying value and principal amount">21,521</span>, and was recognized as a discount, and will be amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. The difference between these fair values is $<span id="xdx_907_ecustom--DerivativeGainLossOnDerivative_c20221230__20221230__us-gaap--IncomeStatementLocationAxis__us-gaap--OtherExpenseMember_zpzMXaE0FX5f" title="Fair values">176,711</span>, and was recognized as other expense on the income statement. As of March 31, 2023, the obligation to repay <span id="xdx_905_ecustom--DebtInstrumentObligatedToRepayPercentage_iI_dp_uPure_c20230331__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_zR7Dtipuhthh" title="Obligation to repay">50</span>% of the principal balance was waived and amount of principal outstanding on the note was $<span id="xdx_902_eus-gaap--DebtInstrumentCarryingAmount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_zuM6hfIgpbq8" title="Principal amount">270,000</span>, and the remaining unamortized discount was $<span id="xdx_907_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--NewPromissoryNoteMember_zvadaYAJAmi3" title="Unamortized discount">7,304</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $<span id="xdx_906_eus-gaap--ProceedsFromShortTermDebt_c20230329__20230329__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zuBaMAjJ367" title="Gross proceeds">300,000</span>, prior to the deduction of issuance costs in the amount of $<span id="xdx_90D_eus-gaap--DeferredFinanceCostsNet_iI_c20230329__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zEpgq3XRk75c">12,000</span>. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $<span id="xdx_90E_eus-gaap--DebtInstrumentPeriodicPayment_c20230329__20230329__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember__us-gaap--AwardDateAxis__custom--FirstFourWeeksMember_zOBuxEXcrc0a">5,250</span> for the first four weeks, and $<span id="xdx_901_eus-gaap--DebtInstrumentPeriodicPayment_c20230329__20230329__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember__us-gaap--AwardDateAxis__custom--RemainingThirtySixWeeksMember_z9wFiRqeecg3" title="Debt instrument periodic payment">11,083</span> for the remaining 36 weeks, which is $<span id="xdx_902_eus-gaap--DebtInstrumentCarryingAmount_iI_c20230329__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zUfLK0jiI9Ok" title="Long-term debt, gross">420,000</span> in aggregate. As of March 31, 2023, the amount of principal outstanding under this agreement was $<span id="xdx_902_eus-gaap--DebtInstrumentCarryingAmount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zWgcBBA0hKYg" title="Principal amount">300,000</span> and the remaining unamortized issuance cost discount was $<span id="xdx_901_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_c20230331__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zB6EsDz8hxFe" title="Unamortized discount">12,000</span>. The Company has an option to repay the loan earlier and receive a discount on total repayment. The total repayment amount becomes $<span id="xdx_908_eus-gaap--RepaymentsOfDebt_c20230329__20230329__us-gaap--AwardTypeAxis__custom--RepayWithThirtyDaysMember__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zIkys61iV5Z5" title="Repayments of debt">345,000</span> if repaid within 30 days, $<span id="xdx_900_eus-gaap--RepaymentsOfDebt_c20230329__20230329__us-gaap--AwardTypeAxis__custom--RepayWithSixtyDaysMember__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zzoFrWH4wWZ3" title="Repayments of debt">354,000</span> if repaid within 60 days, $<span id="xdx_906_eus-gaap--RepaymentsOfDebt_c20230329__20230329__us-gaap--AwardTypeAxis__custom--RepayWithNinetyDaysMember__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_z1RTsZncS1X5" title="Repayments of debt">363,000</span> if repaid within 90 days and $<span id="xdx_903_eus-gaap--RepaymentsOfDebt_c20230329__20230329__us-gaap--AwardTypeAxis__custom--RepayWithOneTwentyDaysMember__us-gaap--DebtInstrumentAxis__custom--CollateralizedBridgeLoanAgreementMember__dei--LegalEntityAxis__custom--FinanceCompanyMember_zf4BR2fB7WTj" title="Repayments of debt">375,000</span> if repaid within 120 days.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_894_eus-gaap--ScheduleOfDebtTableTextBlock_z2TMhKt1ad95" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span><span id="xdx_8BB_zuxyCqcD4e8e" style="display: none">SCHEDULE OF CONVERTIBLE NOTES</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20220401__20230331_z3sgHA67cNve" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20210401__20220331_zSw0iht8iLB7" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fiscal Year</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td style="text-align: center"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="text-align: center"> </td><td style="text-align: center"> </td> <td style="text-align: center"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="text-align: center"> </td></tr> <tr id="xdx_406_ecustom--ConvertibleNotesShortTermLoansAndPromissoryNotes_iS_zCeQQrUB5AMa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; font-weight: bold; font-style: italic">Balance, beginning of year</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,540,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">2,617,798</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--ConversionOfStockAmountIssued1_iN_di_zSzidGFtBYUe" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Conversion to common shares (Note 9)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(555,600</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(10,309,000</td><td style="text-align: left">)</td></tr> <tr id="xdx_400_ecustom--RedemptionOfConvertibleNotes_iN_di_ztwsbzf0p5n" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Redemption of convertible notes</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(126,680</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0994">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--ConvertibleNoteModification_ztTsFs8CmPE2" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Convertible note extinguishment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(500,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0997">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_403_ecustom--NewIssuanceOfConvertibleNoteNetOfDiscounts_zOGyiVvzzKK6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">New issuance of convertible note, net of discounts</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,335,243</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1000">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--NewIssuanceOfShorttermLoanAndPromissoryNotesNetOfDiscounts_znfzBaVHD3Wc" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New issuance of short-term loan and promissory notes, net of discounts</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,444,480</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1003">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--RepaymentsOfDebt_iN_di_zmmhIMu5mEAa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Repayment of short-term loans</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(440,470</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1006">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--AmortizationOfDebtDiscountPremium_zeGvJZVlE5ed" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Accretion and amortization of discounts</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">77,495</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">9,231,202</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40D_ecustom--ConvertibleNotesShortTermLoansAndPromissoryNotes_iE_zBGIsrFNQTOc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; font-style: italic; padding-bottom: 2.5pt">Balance, end of year</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">4,774,468</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">1,540,000</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 1540000 2617798 555600 10309000 126680 -500000 2335243 2444480 440470 77495 9231202 4774468 1540000 111040 546878 11275500 0.12 (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price). the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest. 4.00 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion redeem the notes for 115% of their face value plus accrued interest The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes 10135690 The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $1.06 per share. 2301854 8088003 500000 121500 621500 0.12 0.75 2023-12-30 621500 64636 64636 14083 49393 74912 1312500 The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. P3Y 1.06 100000 1.5 212500 1240000 10000 1312500 472500 207516 840000 555600 761038 126680 145682 The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note 24408 84863 821500 157720 200000 157720 590000 0.15 (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive Trading Days (the “Measurement Period”) (A) the closing price of the Common Stock on the applicable Trading Market is at least $3.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time final closing The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing 501000 89000 501000 184417 685417 501000 2598 578589 2000000 0.10 270270 221621 186404 400000 9999 P280D 13995 560000 275462 6142 512000 520000 528000 800000 32000 P280D 29556 13999 1120000 620418 20800 920000 944000 968000 1000000 1088000 600000 0.25 2023-12-15 0.03 600000 12312 306604 270000 2023-06-30 0.50 248479 21521 176711 0.50 270000 7304 300000 12000 5250 11083 420000 300000 12000 345000 354000 363000 375000 <p id="xdx_806_ecustom--BankLoanCreditAgreementTextBlock_za8ons7G4x04" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6. <span id="xdx_82F_z5PPMP6F1St6">TERM LOAN AND CREDIT AGREEMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Term Loan</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 21, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’); as part of this, the Company has borrowed $<span id="xdx_905_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20211221_zdfUT6pI6EAh" title="Face amount">12.4</span> million, with a maturity date of <span id="xdx_90D_eus-gaap--DebtInstrumentMaturityDate_dd_c20211219__20211221_zCT5jhadMkz4" title="Maturity date">December 21, 2026</span>. The principal will accrue interest at the LIBOR Rate plus <span id="xdx_901_eus-gaap--SubordinatedBorrowingInterestRate_pid_dp_uPure_c20211219__20211221_z4f3I01731X" title="Accrue interest">10.5</span>% per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due on each February, May, August and November commencing <span id="xdx_90E_eus-gaap--DebtInstrumentDateOfFirstRequiredPayment1_dd_c20211219__20211221_ztddMlJzJdu6" title="Debt instrument date">February 15, 2022</span>. <span id="xdx_909_eus-gaap--DebtInstrumentPaymentTerms_c20211219__20211221_zcrFYF5d8Nxc" title="Debt instrument payment terms">Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances</span>. Pursuant to the Credit Agreement the Company is subject to an Origination Fee in the amount of $<span id="xdx_902_ecustom--OriginationFeeAmount_pp0p0_c20211219__20211221_zpZfSXqSTg07" title="Origination fee">120,000</span>. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $<span id="xdx_907_ecustom--ExitFees_pp0p0_c20211219__20211221_zW1AqxjqMtq8" title="Exit fees">600,000</span>. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As part of the loan transaction, the Company paid legal and professional costs directly in connection to the debt financing in the amount of $<span id="xdx_903_eus-gaap--DeferredFinanceCostsNet_iI_pp0p0_c20211221__us-gaap--CashAndCashEquivalentsAxis__us-gaap--CashMember_zar3EUBZ3K4i" title="Debt financing">50,000</span> in cash.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total costs directly in connection to the debt financing in the amount of $<span id="xdx_902_eus-gaap--DeferredFinanceCostsNet_iI_pp0p0_c20211221_zFOwUXLtm8Hh" title="Debt financing">193,437</span> (professional fee $<span id="xdx_907_eus-gaap--ProfessionalFees_pp0p0_c20211219__20211221_zgknbTKgARFf" title="Professional fee">48,484</span>; lender’s origination fee, due diligence fee, and other expenses in the amount of $<span id="xdx_90D_eus-gaap--DebtInstrumentFeeAmount_iI_pp0p0_c20211221_zD6iS2XkI55a" title="Fee amount">144,953</span>) was deduced from the gross proceeds in the amount of $<span id="xdx_906_eus-gaap--ProceedsFromLoans_pp0p0_c20211219__20211221_zTHMMYNeUjea" title="Gross proceeds">12,000,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company also repaid $<span id="xdx_906_eus-gaap--RepaymentsOfShortTermDebt_pp0p0_c20211219__20211221_zgG7wMr0idXa" title="Repayment of short term debt">1,574,068</span> of existing short-term loan and promissory notes and relevant accrued interests by using the proceeds from the loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total costs directly in connection to the loan and fair value of warrants was in the amount of $<span id="xdx_906_eus-gaap--FairValueAdjustmentOfWarrants_pp0p0_c20211219__20211221_zHYkqi6PwLqc" title="Fair value of warrants">1,042,149</span>. And such costs were accounted as debt discount, and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. For the years ended March 31, 2023 and 2022, the amortization of debt discount expense was $<span id="xdx_909_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_c20220401__20230331_zT5UmyeRtY4h" title="Amortization of debt discount expense">202,138</span> and $<span id="xdx_90C_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_c20210401__20220331_zQ12MyjZ3yB7" title="Amortization of debt discount expense">54,822</span> respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total interest expense on the term loan for the years ended March 31, 2023 and 2022 $<span id="xdx_90D_eus-gaap--InterestExpense_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--TermLoanMember_zeMINdTofeUh" title="Total interest expense">1,646,903</span> and $<span id="xdx_901_eus-gaap--InterestExpense_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--TermLoanMember_zvBg3TE6y4A7" title="Total interest expense">379,500</span>, respectively. During November 2022, the unpaid interest of $<span id="xdx_905_eus-gaap--DebtInstrumentFaceAmount_iI_c20221130_z9MLPyF4fVN4" title="Face amount">364,000</span> was added to the outstanding principal balance, since then interest onwards would be calculated on the updated principal balance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company had accrued interest payable of $<span id="xdx_906_eus-gaap--InterestPayableCurrent_iI_c20230331_zFW0GXQf2as7" title="Interest payable current">239,614</span> and $<span id="xdx_90B_eus-gaap--InterestPayableCurrent_iI_c20220331_z9CzNn9nHJD6" title="Interest payable current">164,833</span>, respectively, as of March 31, 2023 and March 31, 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company and Lender also entered into a Guarantee and Collateral Agreement (“Collateral Agreement”) wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 (the “IP Security Agreement”) wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In connection with the Credit Agreement, the Company issued <span id="xdx_90A_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_c20230331_zGwteBSh55xe" title="Warrants issued">57,536</span> warrants to the Lender, which were fair-valued at $<span id="xdx_901_eus-gaap--ProceedsFromIssuanceOfWarrants_c20211219__20211221_znQYXxeykmf2" title="Issuance of warrants">198,713</span> at issuance (Note 9). The warrants are accounted as a deduction from liability as well as a credit into additional paid-in capital, and amortized using the effective interest method.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At March 31, 2023, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 12400000 2026-12-21 0.105 2022-02-15 Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances 120000 600000 50000 193437 48484 144953 12000000 1574068 1042149 202138 54822 1646903 379500 364000 239614 164833 57536 198713 <p id="xdx_80C_ecustom--FederallyGuaranteedLoansTextBlock_zXGQyv2Q0Tn1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>7. <span id="xdx_823_zicFzoZNz1Fk">FEDERALLY GUARANTEED LOAN</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Economic Injury Disaster Loan (“EIDL”)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In April 2020, the Company received $<span id="xdx_904_eus-gaap--ProceedsFromLoans_pp0p0_c20200401__20200430__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zPSViiU2tJLj" title="Company received">370,900</span> from the U.S. Small Business Administration (SBA) under the captioned program. <span id="xdx_903_eus-gaap--DebtInstrumentDescription_c20200401__20200430__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zzeu35Ypu0mj">The loan has a term of <span id="xdx_906_eus-gaap--DebtInstrumentTerm_c20200401__20200430__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zHeiTzub4NSe" title="Debt instrument term">30 years</span> and an interest rate of <span id="xdx_90B_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_uPure_c20200430__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zMsBJBPJXjD7" title="Interest rate">3.75</span>% per annum, without the requirement for payment in its first 12 months</span>. The Company may prepay the loan without penalty at will.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In May 2021, the Company received an additional $<span id="xdx_908_eus-gaap--ProceedsFromLoans_pp0p0_c20210501__20210531__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zBgMhonpRAE2" title="Company received an additional">499,900</span> from the SBA under the same terms.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, the Company recorded accrued interest of $<span id="xdx_905_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_pp0p0_c20230331__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zfe8GUFqpNhi" title="Accrued interest">65,247</span> for the EIDL loan (March 31, 2022: $<span id="xdx_90C_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_pp0p0_c20220331__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zTqgWWYYhHNf" title="Accrued interest">44,233</span>).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest expense on the above loan was $<span id="xdx_90D_eus-gaap--InterestExpense_pp0p0_c20220401__20230331__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_z3Mql4jaJDSj" title="Interest expense">32,654</span> and $<span id="xdx_90E_eus-gaap--InterestExpense_pp0p0_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--EconomicInjuryDisasterLoanMember_zgFXMYrHJNrj" title="Interest expense">44,233</span> for the years ended March 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 370900 The loan has a term of 30 years and an interest rate of 3.75% per annum, without the requirement for payment in its first 12 months P30Y 0.0375 499900 65247 44233 32654 44233 <p id="xdx_801_eus-gaap--DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock_zAGRzkKFh3l9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8. <span id="xdx_82E_zsXN0GRVsi69">DERIVATIVE LIABILITIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 19, 2019 and January 9, 2020, the Company issued <span id="xdx_90E_eus-gaap--PreferredStockSharesIssued_iI_c20191219__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zRIEFoX7L7j2" title="Preferred stock, shares issued"><span id="xdx_900_eus-gaap--PreferredStockSharesIssued_iI_c20200109__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z3CQScJOeRv7" title="Preferred stock, shares issued">7,830</span></span> Series A preferred shares; <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20191218__20191219__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z8xIa2bQPDi1" title="Issuance of common shares for private placement, shares"><span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20200108__20200109__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zHM42Rv7myo8" title="Issuance of common shares for private placement, shares">6,000</span></span> of these were issued for cash proceeds of $<span id="xdx_900_eus-gaap--ProceedsFromIssuanceOfPreferredStockAndPreferenceStock_pp0p0_c20191218__20191219__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zH8laZ1jrkji" title="Issuance of preferred shares">6,000,000</span> and <span id="xdx_905_eus-gaap--ConversionOfStockSharesIssued1_c20191001__20191031__us-gaap--DebtInstrumentAxis__custom--PromissoryNotesMember_zVFlwhRk9r5a" title="Conversion of stock, shares issued">1,830</span> of these were issued on conversion of $<span id="xdx_905_eus-gaap--ProceedsFromNotesPayable_pp0p0_c20191001__20191031__us-gaap--DebtInstrumentAxis__custom--PromissoryNotesMember_zEHj6bFbJJU5" title="Proceeds from notes payable">1,830,000</span> of promissory notes that had previously been issued for cash proceeds in October 2019.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 22, 2020, another <span id="xdx_90B_eus-gaap--PreferredStockSharesIssued_iI_c20200522__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zbevuGUuy5ij" title="Preferred stock, shares issued">215</span> Series A preferred shares were issued as a result of a combined transaction that included the conversion of $<span id="xdx_909_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_c20200520__20200522__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zu9Ga3zFUNN4" title="Debt conversion, converted instrument, amount">100,000</span> in promissory notes and $<span id="xdx_90F_eus-gaap--InterestPayableCurrentAndNoncurrent_iI_pp0p0_c20200522__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z8nlFRFlkuMf" title="Interest payable">15,000</span> in accrued interest for <span id="xdx_90B_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_c20200520__20200522__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zAedZxZkeyEj" title="Debt conversion, converted instrument, shares issued">115</span> preferred shares, as well as a purchase of <span id="xdx_905_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20200520__20200522__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zx92UmTel2K2" title="Stock issued during period, shares, acquisitions">100</span> preferred shares for cash proceeds of $<span id="xdx_908_eus-gaap--ProceedsFromIssuanceOfPreferredStockAndPreferenceStock_pp0p0_c20200520__20200522__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zD6qavuH8DWf" title="Issuance of preferred shares">100,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended September 30, 2021, an additional <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210701__20210930__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z6LcB1wIY6ef">100 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Series A preferred shares were issued for cash proceeds of $<span id="xdx_901_eus-gaap--ProceedsFromIssuanceOfPreferredStockAndPreferenceStock_pp0p0_c20210701__20210930__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zb9ZJ5h1Z3pd">100,000 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(Note 9 d).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended December 31, 2021, the Company redeemed $<span id="xdx_906_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20211001__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zERyezn7ddIa" title="Stock redeemed or called during period, value">230,000</span> preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $<span id="xdx_909_ecustom--RedeemedAndDerivativeLiabilities_pp0p0_c20211001__20211231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--DerivativeFinancialInstrumentsLiabilitiesMember_zHJVresKYAdl" title="Redeemed and derivative liabilities">225,919</span>. The difference of redemption value of $<span id="xdx_908_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20211001__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zAtD8qObeDG1" title="Stock redeemed or called during period, value">230,000</span> and the carrying value of preferred shares on the day of redemption was $<span id="xdx_903_eus-gaap--InvestmentCompanyDividendDistribution_pp0p0_c20211001__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zMIJr8Y7f436" title="Investment company, dividend distribution">4,081</span> was recognized as a deemed dividend distribution.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, during the three months ended December 31, 2021, the Company converted $<span id="xdx_90F_eus-gaap--ConvertiblePreferredStockConvertedToOtherSecurities_pp0p0_c20211001__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_z3PjnNRoPhYa" title="Convertible preferred stock converted to other securities">715,000</span> preferred shares into <span id="xdx_907_eus-gaap--PreferredStockConvertibleSharesIssuable_iI_pp0p0_c20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zPxRMlFb4gE5" title="Preferred stock, convertible, shares issuable">288,756</span> common shares. The difference between the total amount of the preferred shares converted, derivative liabilities derecognized and unpaid interests at the time of conversion ($<span id="xdx_900_eus-gaap--DepositLiabilitiesAccruedInterest_iI_pp0p0_c20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zAUSZ4GGgEFc" title="Deposit liabilities, accrued interest">1,076,513</span>), and the fair value of the common shares converted ($<span id="xdx_90E_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20211001__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zQZUUCtnMiPg" title="Stock redeemed or called during period, value">1,226,406</span>) was $<span id="xdx_909_eus-gaap--InvestmentCompanyDividendDistribution_pp0p0_c20211001__20211231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zLMEjXaYUYx3" title="Investment company, dividend distribution">149,893</span> and was recognized as deemed dividend distribution.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended June 30, 2022, the Company redeemed $<span id="xdx_906_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20220401__20220630__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zUyfoi6IODck" title="Stock redeemed or called during period, value">328,904</span> preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $<span id="xdx_90A_ecustom--RedeemedAndDerivativeLiabilities_pp0p0_c20220401__20220630__us-gaap--FairValueByLiabilityClassAxis__us-gaap--DerivativeFinancialInstrumentsLiabilitiesMember_zOBBzge8xTTa" title="Redeemed and derivative liabilities">296,032</span>. The difference of redemption value of $<span id="xdx_90E_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20220401__20220630__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zdy7GWIARpd8" title="Stock redeemed or called during period, value">328,904</span> and the carrying value of preferred shares on the day of redemption was $<span id="xdx_908_eus-gaap--InvestmentCompanyDividendDistribution_pp0p0_c20220401__20220630__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zMdjGtuxMbd" title="Investment company, dividend distribution">32,872</span> and was recognized as a deemed dividend distribution</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended September 30, 2022, the Company redeemed $<span id="xdx_90E_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_z6lABgjXz6w8" title="Stock redeemed or called during period, value">69,852</span> preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $<span id="xdx_90C_ecustom--RedeemedAndDerivativeLiabilities_pp0p0_c20220701__20220930__us-gaap--FairValueByLiabilityClassAxis__us-gaap--DerivativeFinancialInstrumentsLiabilitiesMember_zX3JvKyNBQw4" title="Redeemed and derivative liabilities">65,062</span>. The difference of redemption value of $<span id="xdx_903_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zbvvPfHnxC9h" title="Stock redeemed or called during period, value">69,852</span> and the carrying value of preferred shares on the day of redemption was $<span id="xdx_90C_eus-gaap--InvestmentCompanyDividendDistribution_pp0p0_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_z3obq62p0PXk" title="Investment company, dividend distribution">4,790</span> and was recognized as a deemed dividend distribution.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended December 31, 2022, the Company redeemed $<span id="xdx_904_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20221001__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zHpcpREcLVAi" title="Stock redeemed or called during period, value">496,800</span> preferred shares through cash. The total amount of the preferred shares redeemed and derivative liabilities derecognized was $<span id="xdx_908_ecustom--RedeemedAndDerivativeLiabilities_pp0p0_c20221001__20221231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--DerivativeFinancialInstrumentsLiabilitiesMember_zIfLnTXcn2c8" title="Redeemed and derivative liabilities">469,116</span>. The difference of redemption value of $<span id="xdx_909_eus-gaap--StockRedeemedOrCalledDuringPeriodValue_pp0p0_c20221001__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_z52gVI1A7yg7" title="Stock redeemed or called during period, value">496,800</span> and the carrying value of preferred shares on the day of redemption was $<span id="xdx_90A_eus-gaap--InvestmentCompanyDividendDistribution_pp0p0_c20221001__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_ziBZtaEPfgm4" title="Investment company, dividend distribution">27,684</span> and was recognized as a deemed dividend distribution.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value.</span></p> <p id="xdx_89F_eus-gaap--ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock_zpSc2xgtvFui" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8BD_zf8HqyfYOnj2" style="display: none">SCHEDULE OF DERIVATIVE LIABILITIES</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_498_20220401__20230331_zuEx9Ibuizjh" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2023</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49D_20210401__20220331_zX4U3t2wPeLe" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr id="xdx_40B_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_znEjgtpJaqF7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Derivative liabilities, beginning of year</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">352,402</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">410,042</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues_znn8xuOPRgE8" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New issuance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1376">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">17,084</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease_zSZCu1EaTIP6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Change in fair value of derivatives during the Year</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">459,699</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">398,111</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_ecustom--ReductionDueToPreferredSharesRedeemed_zicp3Ty37zh4" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Reduction due to preferred shares redeemed</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(53,036</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(472,835</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--ConversionOfStockAmountConverted1_zAgCrLbKTa03" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Conversion to common shares</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--ConversionOfStockAmountModification_zwJgP34HpcMf" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible note modification</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_400_ecustom--ConversionOfStockAmountRedemption_z2aia4muQjjc" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible note redemption</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iE_zXKM6VsLvIbg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt">Derivative liabilities, end of year</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">759,065</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">352,402</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AC_zW2zxfveK29" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_891_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_zAFtxVZFHD54" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The lattice methodology was used to value the derivative components, using the following assumptions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8B2_zXblfYna5Qq4" style="display: none">SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Fiscal Year</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Fiscal Year</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left">Dividend yield (%)</td><td style="width: 2%; font-weight: bold"> </td> <td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 16%; font-weight: bold; text-align: right"><span id="xdx_904_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedDividendRateMember_zDLLhbR4KSCj" title="Derivative liability, measurement input">12</span></td><td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_900_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedDividendRateMember_zK0bqg6KxCu4" title="Derivative liability, measurement input">12</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Risk-free rate for term (%)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90C_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zJkGbmwFSqPc">1.90</span> </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zlkMoZ6Hdpql">4.40</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zLl3wwj9BER1" title="Derivative liability, measurement input">1.63</span> - <span id="xdx_90E_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zqhOULbetv2l" title="Derivative liability, measurement input">1.71</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Volatility (%)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_906_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zD3IZv47mKTj">82.2</span> </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zRQYBtSlaulk">108.2</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zaLwmEAyPW9g" title="Derivative liability, measurement input">101.7</span> - <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zo0jqa5nDULh" title="Derivative liability, measurement input">110.5</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Remaining terms (Years)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90D_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zreXZ5gLRZwh">0.5</span> </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_906_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_z87ECoia1Zxd">1.12</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zKj1jmf1gXvj" title="Remaining terms">3.17</span> - <span id="xdx_90B_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zQiObhvCqGUl" title="Remaining terms">4.00</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Stock price ($ per share)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_903_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember_zFYTE4KgFix" title="Stock price">0.45</span> – <span id="xdx_906_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember_zz9jwpRDDGa6" title="Stock price">1.77</span></b></span></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember_zMY8GWGCrC3i" title="Stock price">2.27</span> - <span id="xdx_909_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember_zk17q4mHTRDg" title="Stock price">3.98</span></span></td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8AE_zJON614Clu7d" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity.</span></p> <p id="xdx_891_eus-gaap--ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock_hus-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zGDSiSfA3vj3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8B9_zilSQWexnzeb" style="display: none">SCHEDULE OF DERIVATIVE LIABILITIES</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-weight: bold"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20220401__20230331__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zYmSN7rbb0hd" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2023</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_496_20210401__20220331__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zNeIqZ3kzOJ3" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_40D_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_zrHGIt97ltl2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; font-weight: bold; font-style: italic">Balance beginning of year</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">520,747</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">3,633,856</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues_zq1FghMbAOPh" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New Issuance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">685,417</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--ConversionOfStockAmountConverted1_zsWcCUAMj5ba" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Conversion to common shares</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(192,794</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,398,557</td><td style="text-align: left">)</td></tr> <tr id="xdx_401_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease_zqC041bfEex9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value of derivative liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">24,174</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">285,448</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--ConversionOfStockAmountModification_zpIh1mGPmFZ6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Convertible note modification</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,082</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1444">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_400_ecustom--ConversionOfStockAmountRedemption_zvlHbGCWEa41" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible note redemption</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(43,410</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1447">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iE_zw05aScgP134" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; font-style: italic; padding-bottom: 2.5pt">Balance end of year</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">1,008,216</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">520,747</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A4_zeNeMk3js172" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_893_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_hus-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zNkztw2qBnt2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Monte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8BE_zRgD9OzsC9dd" style="display: none">SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td style="font-weight: bold; text-align: center"> </td><td style="font-weight: bold; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year</b></span></td><td style="font-weight: bold; text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td style="font-weight: bold; text-align: center"> </td><td style="font-weight: bold; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year</b></span></td><td style="font-weight: bold; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Risk-free rate for term (%)</td><td style="width: 2%; font-weight: bold"> </td> <td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 14%; font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_907_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zSzqJjr3IAyd" title="Derivative liability, measurement input">4.10</span> – <span id="xdx_906_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zniFWwB7kV5e" title="Derivative liability, measurement input">4.70</span></b></span></td><td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zIY2NTJYD2Wl" title="Derivative liability, measurement input">0.40</span> - <span id="xdx_90D_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zLrlCf5mjAbe" title="Derivative liability, measurement input">1.37</span></span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Volatility (%)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_905_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_ze97XvaEPWG" title="Derivative liability, measurement input">92.2</span> – <span id="xdx_905_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_z0VQ4hjGsu41" title="Derivative liability, measurement input">94.5</span></b></span></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zfovHc8aSQQj" title="Derivative liability, measurement input">66.1</span> - <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zGdUH73uNjl" title="Derivative liability, measurement input">80.3</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Remaining terms (Years)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span id="xdx_904_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zSuaZlJZV7B2" style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1.34 </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_908_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_z85WpDi30dmk">1.59</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zKiHgbNS4bV5" title="Remaining terms">0.12</span> - <span id="xdx_901_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zSQciH33fS9" title="Remaining terms">0.29</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Stock price ($ per share)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span id="xdx_90D_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_zwVV9YU9zkSg" style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.46 </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_904_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_zUh4Uui2ce5i">0.78</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_zvgH7bWVSErl" title="Stock price">2.27</span> - <span id="xdx_903_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_ziG1MXdzYLK5" title="Stock price">3.98</span></span></td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A8_zniG87ERnBRf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 7830 7830 6000 6000 6000000 1830 1830000 215 100000 15000 115 100 100000 100 100000 230000 225919 230000 4081 715000 288756 1076513 1226406 149893 328904 296032 328904 32872 69852 65062 69852 4790 496800 469116 496800 27684 <p id="xdx_89F_eus-gaap--ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock_zpSc2xgtvFui" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8BD_zf8HqyfYOnj2" style="display: none">SCHEDULE OF DERIVATIVE LIABILITIES</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_498_20220401__20230331_zuEx9Ibuizjh" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2023</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49D_20210401__20220331_zX4U3t2wPeLe" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr id="xdx_40B_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_znEjgtpJaqF7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Derivative liabilities, beginning of year</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">352,402</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">410,042</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues_znn8xuOPRgE8" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New issuance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1376">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">17,084</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease_zSZCu1EaTIP6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Change in fair value of derivatives during the Year</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">459,699</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">398,111</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_ecustom--ReductionDueToPreferredSharesRedeemed_zicp3Ty37zh4" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Reduction due to preferred shares redeemed</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(53,036</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(472,835</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--ConversionOfStockAmountConverted1_zAgCrLbKTa03" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Conversion to common shares</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--ConversionOfStockAmountModification_zwJgP34HpcMf" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible note modification</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_400_ecustom--ConversionOfStockAmountRedemption_z2aia4muQjjc" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible note redemption</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iE_zXKM6VsLvIbg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt">Derivative liabilities, end of year</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">759,065</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">352,402</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 352402 410042 17084 459699 398111 -53036 -472835 759065 352402 <p id="xdx_891_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_zAFtxVZFHD54" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The lattice methodology was used to value the derivative components, using the following assumptions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8B2_zXblfYna5Qq4" style="display: none">SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Fiscal Year</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Fiscal Year</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left">Dividend yield (%)</td><td style="width: 2%; font-weight: bold"> </td> <td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 16%; font-weight: bold; text-align: right"><span id="xdx_904_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedDividendRateMember_zDLLhbR4KSCj" title="Derivative liability, measurement input">12</span></td><td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_900_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedDividendRateMember_zK0bqg6KxCu4" title="Derivative liability, measurement input">12</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Risk-free rate for term (%)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90C_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zJkGbmwFSqPc">1.90</span> </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zlkMoZ6Hdpql">4.40</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zLl3wwj9BER1" title="Derivative liability, measurement input">1.63</span> - <span id="xdx_90E_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zqhOULbetv2l" title="Derivative liability, measurement input">1.71</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Volatility (%)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_906_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zD3IZv47mKTj">82.2</span> </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zRQYBtSlaulk">108.2</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zaLwmEAyPW9g" title="Derivative liability, measurement input">101.7</span> - <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zo0jqa5nDULh" title="Derivative liability, measurement input">110.5</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Remaining terms (Years)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90D_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zreXZ5gLRZwh">0.5</span> </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_906_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_z87ECoia1Zxd">1.12</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zKj1jmf1gXvj" title="Remaining terms">3.17</span> - <span id="xdx_90B_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zQiObhvCqGUl" title="Remaining terms">4.00</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Stock price ($ per share)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_903_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember_zFYTE4KgFix" title="Stock price">0.45</span> – <span id="xdx_906_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember_zz9jwpRDDGa6" title="Stock price">1.77</span></b></span></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember_zMY8GWGCrC3i" title="Stock price">2.27</span> - <span id="xdx_909_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember_zk17q4mHTRDg" title="Stock price">3.98</span></span></td><td style="text-align: left"> </td></tr> </table> 12 12 1.90 4.40 1.63 1.71 82.2 108.2 101.7 110.5 P0Y6M P1Y1M13D P3Y2M1D P4Y 0.45 1.77 2.27 3.98 <p id="xdx_891_eus-gaap--ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock_hus-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zGDSiSfA3vj3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8B9_zilSQWexnzeb" style="display: none">SCHEDULE OF DERIVATIVE LIABILITIES</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-weight: bold"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20220401__20230331__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zYmSN7rbb0hd" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2023</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_496_20210401__20220331__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zNeIqZ3kzOJ3" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>$</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_40D_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_zrHGIt97ltl2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; font-weight: bold; font-style: italic">Balance beginning of year</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">520,747</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">3,633,856</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues_zq1FghMbAOPh" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New Issuance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">685,417</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--ConversionOfStockAmountConverted1_zsWcCUAMj5ba" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Conversion to common shares</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(192,794</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,398,557</td><td style="text-align: left">)</td></tr> <tr id="xdx_401_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease_zqC041bfEex9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value of derivative liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">24,174</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">285,448</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--ConversionOfStockAmountModification_zpIh1mGPmFZ6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Convertible note modification</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,082</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1444">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_400_ecustom--ConversionOfStockAmountRedemption_zvlHbGCWEa41" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Convertible note redemption</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(43,410</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1447">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iE_zw05aScgP134" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; font-style: italic; padding-bottom: 2.5pt">Balance end of year</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">1,008,216</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">520,747</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 520747 3633856 685417 -192794 -3398557 24174 285448 14082 -43410 1008216 520747 <p id="xdx_893_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_hus-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zNkztw2qBnt2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Monte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span id="xdx_8BE_zRgD9OzsC9dd" style="display: none">SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td style="font-weight: bold; text-align: center"> </td><td style="font-weight: bold; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year</b></span></td><td style="font-weight: bold; text-align: center"> </td><td style="text-align: center; font-weight: bold"> </td> <td style="font-weight: bold; text-align: center"> </td><td style="font-weight: bold; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal Year</b></span></td><td style="font-weight: bold; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Risk-free rate for term (%)</td><td style="width: 2%; font-weight: bold"> </td> <td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 14%; font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_907_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zSzqJjr3IAyd" title="Derivative liability, measurement input">4.10</span> – <span id="xdx_906_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zniFWwB7kV5e" title="Derivative liability, measurement input">4.70</span></b></span></td><td style="width: 1%; font-weight: bold; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zIY2NTJYD2Wl" title="Derivative liability, measurement input">0.40</span> - <span id="xdx_90D_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputRiskFreeInterestRateMember_zLrlCf5mjAbe" title="Derivative liability, measurement input">1.37</span></span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Volatility (%)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_905_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_ze97XvaEPWG" title="Derivative liability, measurement input">92.2</span> – <span id="xdx_905_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_z0VQ4hjGsu41" title="Derivative liability, measurement input">94.5</span></b></span></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zfovHc8aSQQj" title="Derivative liability, measurement input">66.1</span> - <span id="xdx_901_eus-gaap--DerivativeLiabilityMeasurementInput_iI_pid_uPure_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputPriceVolatilityMember_zGdUH73uNjl" title="Derivative liability, measurement input">80.3</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Remaining terms (Years)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span id="xdx_904_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zSuaZlJZV7B2" style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1.34 </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_908_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20220401__20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_z85WpDi30dmk">1.59</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zKiHgbNS4bV5" title="Remaining terms">0.12</span> - <span id="xdx_901_ecustom--DerivativeLiabilityRemainingTerm_dtY_c20210401__20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputExpectedTermMember_zSQciH33fS9" title="Remaining terms">0.29</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Stock price ($ per share)</td><td style="font-weight: bold"> </td> <td style="font-weight: bold; text-align: left"> </td><td style="font-weight: bold; text-align: right"><span id="xdx_90D_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_zwVV9YU9zkSg" style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.46 </b></span><b><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_904_ecustom--DerivativeStockPrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_zUh4Uui2ce5i">0.78</span></span></b></td><td style="font-weight: bold; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_zvgH7bWVSErl" title="Stock price">2.27</span> - <span id="xdx_903_ecustom--DerivativeStockPrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember__us-gaap--DebtInstrumentAxis__custom--ConvertibleNoteAndWarrantDerivativeMember_ziG1MXdzYLK5" title="Stock price">3.98</span></span></td><td style="text-align: left"> </td></tr> </table> 4.10 4.70 0.40 1.37 92.2 94.5 66.1 80.3 P1Y4M2D P1Y7M2D P0Y1M13D P0Y3M14D 0.46 0.78 2.27 3.98 <p id="xdx_808_eus-gaap--StockholdersEquityNoteDisclosureTextBlock_zdsKDyL0vNB2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9. <span id="xdx_82E_z0edns4AHNMc">STOCKHOLDERS’ DEFICIENCY</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(a)</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Authorized and Issued Stock</i></b></span></td></tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As at March 31, 2023, the Company is authorized to issue <span id="xdx_907_eus-gaap--CommonStockSharesAuthorized_iI_pid_c20230331_zCL425YgYuMb" title="Common stock shares authorized">125,000,000</span> (March 31, 2022 – <span id="xdx_90A_eus-gaap--CommonStockSharesAuthorized_iI_pid_c20220331_z3iB7pveO82e" title="Common stock shares authorized">125,000,000</span>) shares of common stock ($<span id="xdx_904_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20230331_zEqce0Z5bO0j" title="Common stock, par value"><span id="xdx_90D_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20220331_zKtpr7LlfET6" title="Common stock, par value">0.001</span></span> par value), and <span id="xdx_900_eus-gaap--PreferredStockSharesAuthorized_iI_c20230331_z0nlBi2yB2Lg" title="Preferred stock, shares authorized">10,000,000</span> (March 31, 2022 – <span id="xdx_901_eus-gaap--PreferredStockSharesAuthorized_iI_c20220331_zoQkGRLeTwA5" title="Preferred stock, shares authorized">10,000,000</span>) shares of preferred stock ($<span id="xdx_90E_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_pid_c20230331_zaj7Bb7htXm2" title="Preferred stock, par value"><span id="xdx_909_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_pid_c20220331_zy8rk2PN4nY3" title="Preferred stock, par value">0.001</span></span> par value), <span id="xdx_90B_eus-gaap--PreferredStockSharesAuthorized_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zek9EPNGhit8" title="Preferred stock, shares authorized">20,000</span> of which (March 31, 2022 – <span id="xdx_901_eus-gaap--PreferredStockSharesAuthorized_iI_c20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zLuQiFmokFPj" title="Preferred stock, shares authorized">20,000</span>) are designated shares of Series A preferred stock ($<span id="xdx_907_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_pid_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zzCjqRflyPj" title="Preferred stock, par value"><span id="xdx_906_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_pid_c20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zpA8h1lIbFog" title="Preferred stock, par value">0.001</span></span> par value)</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">At March 31, 2023, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220401__20230331__srt--TitleOfIndividualAxis__custom--ShareholdersMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_z4P2HK4xEb28" title="Issuance of common shares for private placement, shares">52,514,582</span> (2022 – <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210401__20220331__srt--TitleOfIndividualAxis__custom--ShareholdersMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zclNTjE3eWsg" title="Issuance of common shares for private placement, shares">51,277,040</span>) shares; these were comprised of <span id="xdx_903_eus-gaap--CommonStockSharesIssued_iI_pid_c20230331_z8X44UY18xK4" title="Common stock, shares issued">51,047,864</span> (2022 – <span id="xdx_904_eus-gaap--CommonStockSharesIssued_iI_pid_c20220331_zjhYRHPIUSt9" title="Common stock, shares issued">49,810,322</span>) shares of common stock and <span id="xdx_907_eus-gaap--CommonStockOtherSharesOutstanding_iI_c20230331_zfwIIJtGfe21" title="Common stock, other shares, outstanding">1,466,718</span> (2022 – <span id="xdx_908_eus-gaap--CommonStockOtherSharesOutstanding_iI_c20220331_zgpwoQbnm8E1" title="Common stock, other shares, outstanding">1,466,718</span>) exchangeable shares. At March 31, 2023, there were <span id="xdx_902_eus-gaap--PreferredStockSharesIssued_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zsAF0z9oSBt2" title="Preferred stock, shares issued"><span id="xdx_904_eus-gaap--PreferredStockSharesOutstanding_iI_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zR8Yq3dxg9aj" title="Preferred stock, shares outstanding">6,304</span></span> Series A shares of Preferred Stock that were issued and outstanding (2022 – <span id="xdx_90A_eus-gaap--PreferredStockSharesIssued_iI_c20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zl08Y9xUKJ4j" title="Preferred stock, shares issued"><span id="xdx_906_eus-gaap--PreferredStockSharesOutstanding_iI_c20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zVrJWRP6iAZ5" title="Preferred stock, shares outstanding">7,200</span></span>). There is also <span id="xdx_907_eus-gaap--PreferredStockVotingRights_c20220401__20230331_zvJclqRoEgog" title="Special voting rights">one share of the Special Voting Preferred Stock</span> issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement and outstanding as at March 31, 2023 and 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>(<b>b) Exchange Agreement</b></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 2, 2016, the Company was formed through reverse-take-over:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_ecustom--CommonStockExchangeDescription_c20160201__20160202__srt--TitleOfIndividualAxis__custom--ShareholdersMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zU2DNR9nxh1f" title="Common stock exchange description">The Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada).</span> Accordingly, the Company issued <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20160201__20160202__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zaUcDarTkHDh" title="Stock issued during period shares new issues">13,376,947</span> shares;</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_902_ecustom--CommonStockExchangeDescription_c20160201__20160202__srt--TitleOfIndividualAxis__custom--ExchangecoMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zeSwzozBHnpk" title="Common stock exchange description">Shareholders of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. Accordingly,</span> the Company issued <span id="xdx_90A_ecustom--NumberOfExchangeableSharesIssued_c20160201__20160202__srt--TitleOfIndividualAxis__custom--ExchangecoMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zPchj5GDI5aj" title="Number of exchangeable shares issued">9,123,031</span> Exchangeable Shares;</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_903_ecustom--CommonStockExchangeDescription_c20160201__20160202__srt--StatementScenarioAxis__custom--OptionsMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zNsMLAXJ0DJi" title="Common stock exchange description">Each outstanding option to purchase common shares in iMedical (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1;</span></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90E_ecustom--CommonStockExchangeDescription_c20160201__20160202__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_znoUFJB36Ne1" title="Common stock exchange description">Each outstanding warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1</span></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_ecustom--CommonStockExchangeDescription_c20160201__20160202__us-gaap--StatementEquityComponentsAxis__custom--AdvisorWarrantMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zTIHvVEu0pE2" title="Common stock exchange description">Each outstanding advisor warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and</span></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90A_eus-gaap--ConversionOfStockDescription_c20160201__20160202__us-gaap--DebtInstrumentAxis__custom--ElevenPercentageSecuredConvertiblePromissoryNotesMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zTDfSGuNLcVl" title="Common stock exchange description">The outstanding 11% secured convertible promissory notes of iMedical were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of the Company at a <span id="xdx_905_ecustom--DiscountPercentageForPurchasePricePerShares_pid_dp_uPure_c20160201__20160202__us-gaap--DebtInstrumentAxis__custom--ElevenPercentageSecuredConvertiblePromissoryNotesMember__us-gaap--TypeOfArrangementAxis__custom--ExchangeAgreementMember_zNm2uBI4FiGg" title="Discount percentage for purchase price per shares">25%</span> discount to purchase price per share in Biotricity’s next offering.</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(<b><i>c) Series (A) Preferred Stock</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The number of Series A Preferred Stock issued and outstanding as of March 31, 2023 and 2022 was <span id="xdx_900_eus-gaap--PreferredStockSharesIssued_iI_pid_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zcw6bjMTOrH8" title="Preferred stock, shares issued"><span id="xdx_90B_eus-gaap--PreferredStockSharesOutstanding_iI_pid_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zxGsogiOQPIe" title="Preferred stock, shares outstanding">6,304</span></span> and <span id="xdx_904_eus-gaap--PreferredStockSharesIssued_iI_pid_c20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zIRHr5jxQxF1" title="Preferred stock, shares issued"><span id="xdx_90D_eus-gaap--PreferredStockSharesOutstanding_iI_pid_c20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z2PudemPutck" title="Preferred stock, shares outstanding">7,200</span></span>, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $<span id="xdx_90D_eus-gaap--PreferredStockLiquidationPreference_iI_pid_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zbUAB25MMzM" title="Preferred stock, liquidation preference">1,000</span> per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Preferred Stock Dividends</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividends shall be paid at the rate of <span id="xdx_90C_eus-gaap--PreferredStockDividendRatePercentage_pid_dp_uPure_c20220401__20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z2YgWPFdi0pa" title="Preferred stock dividend rate percentage">12%</span> per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase Price. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Conversion</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to <span id="xdx_902_eus-gaap--DebtInstrumentRedemptionPricePercentage_pid_dp_uPure_c20220401__20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zZdgMGvKQCL1" title="Debt instrument redemption price percentage">5%</span> of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $<span id="xdx_909_eus-gaap--PreferredStockConvertibleConversionPrice_iI_pid_c20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zZnpyjXYbkWh" title="Preferred stock convertible conversion price">.001</span> or a <span id="xdx_905_ecustom--VolumeWeightedAveragePricePercentage_pid_dp_uPure_c20220401__20230331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_z6yPoQ4GJ3A6" title="Volume weighted average price percentage">15%</span> discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Other Adjustments and Rights</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table border="0" cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="text-align: justify; padding-left: 0pt; text-indent: 0pt; width: 0.25in"> </td> <td style="text-align: justify; padding-left: 0pt; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization.</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify; padding-left: 0pt; text-indent: 0pt"> </td> <td style="text-align: justify; padding-left: 0pt; text-indent: 0pt"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify; padding-left: 0pt; text-indent: 0pt; width: 0.25in"> </td> <td style="text-align: justify; padding-left: 0pt; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● The Holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Company Redemption</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by <span id="xdx_90B_eus-gaap--DebtInstrumentRedemptionPricePercentage_pid_dp_uPure_c20220401__20230331_zUrl4qSNcii" title="Debt instrument redemption price percentage">110%</span> plus accrued dividends</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>(d) Share issuances</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Share issuances during the year ended March 31, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_902_ecustom--StockIssuedDuringPeriodShareConversionOfConvertibleSecurities_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zxEqPXE0d5ud" title="Stock issued during period share conversion of convertible securities">4,696,083</span> common shares (not including <span id="xdx_905_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zCdzH7CqtsL9" title="Stock issued during period shares conversion">19,263</span> shares that were part of to be issued shares from prior year conversions) in connection with conversion of convertible notes. The total amounts of debts settled is in amount of $<span id="xdx_906_eus-gaap--RepaymentsOfDebt_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zVp3d9R5V63i" title="Repayments of debt">14,522,812</span> that composed of face value of convertible promissory notes in amount of $<span id="xdx_903_eus-gaap--ConvertibleNotesPayable_iI_pp0p0_c20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_znEWMZ8WCHf3" title="Convertible notes payable">10,309,000</span>, carrying amount of conversion and redemption feature derived from notes in amount of $<span id="xdx_90E_eus-gaap--DebtInstrumentConvertibleBeneficialConversionFeature_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_z7Ywv8sAYtI9" title="Carrying amount of conversion and redemption">3,398,557</span> and unpaid interest in amount of $<span id="xdx_90C_ecustom--UnpaidInterestAmount_pp0p0_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zKIzzpV3mL35" title="Unpaid interest amount">815,255</span>. The fair value of the shares issued was determined based on the market price upon conversion and was in the amount of $<span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zPHCeQFi3mLj" title="Stock issued during period value new issues">15,678,454</span>. The difference between amounts of debts settled and fair value of common shares issued was in the amount of $<span id="xdx_90F_ecustom--StockIssuedDuringPeriodValueToBeIssued_c20210401__20220331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zEdPummgN6Gf" title="Stock issued during period value to be issued">1,155,642</span> and was recorded as loss on conversion of convertible promissory notes in the consolidated statement of operations and comprehensive loss</span>.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_z2LcF8uPRhcc" title="Stock issued during period shares new issues">658,355</span> common shares in connection with warrant exercises for cash, and <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__custom--CashlessWarrantMember_z3WkOEuuVQH6" title="Stock issued during period value new issues">446,370</span> common shares in connection with cashless warrant exercises (Note 9f). In addition, the Company issued <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zlA9e7DY94B1" title="Issued common shares for services">451,688</span> common shares for services provided (not including <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_iN_pid_di_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__custom--SharesToBeIssuedMember_zVOYNz04QaDf" title="Issued common shares for services">250,000</span> that were part of to be issued shares from prior year commitment). The fair value of common shares issued for services provided was $<span id="xdx_902_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_pp0d_c20210401__20220331_zeEDxxJN7MUj" title="Issued common shares for services, value">1,414,449</span>. The fair value of common shares was determined based on the fair value on the date of approval of common share issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zCnU8afMxwPi" title="Stock issued during period shares new issues">69,252</span> common shares for cash proceeds of $<span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20210401__20220331_zCVxbhGw8HXd" title="Cash proceeds">250,000</span>, which were initially received as a promissory note, and paid through the issuance common shares within the same quarter.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20210401__20220331__us-gaap--SubsidiarySaleOfStockAxis__custom--UplistingPublicStockOfferingMember_zhIm3TXliw9c" title="Stock issued during period shares new issues">5,382,331</span> common shares in connection with the equity financing that was concurrent with its listing on the Nasdaq Capital Market, for total net cash proceeds of $<span id="xdx_907_eus-gaap--ProceedsFromIssuanceOfCommonStock_c20210401__20220331__us-gaap--SubsidiarySaleOfStockAxis__custom--UplistingPublicStockOfferingMember_zhClK6oHEFDg" title="Net cash proceeds">14,545,805</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, an additional <span id="xdx_90E_ecustom--IssuanceOfPreferredSharesForPrivatePlacementInvestorsShares_c20210401__20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zklZ3TOtySdh" title="Issuance of preferred shares for private placement investors shares">100</span> Series A preferred shares were issued for cash proceeds of $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceOfPreferredStockAndPreferenceStock_c20210401__20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zH54apJMhkYk" title="Cash proceeds">100,000</span>. The Company issued <span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20210401__20220331__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zssApXAAvvek" title="Stock issued during period shares new issues">288,756</span> common shares as a result of preferred share conversions (Note 8).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company also issued an aggregate of <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210401__20220331__srt--TitleOfIndividualAxis__custom--InvestorsMember_zDqrd3nTCDGj" title="Stock issued during period shares new issues">1,423,260</span> shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Share issuances during the three months ended June 30, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">During the three months ended June 30, 2022, the Company issued <span id="xdx_904_ecustom--StockIssuedDuringPeriodShareConversionOfConvertibleSecurities_c20220401__20220630__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zh8gPtN2oXil" title="Stock issued during period share conversion of convertible securities">404,545</span> common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $<span id="xdx_90C_ecustom--DebtsInstrumentSettlementAmount_c20220401__20220630__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_z0ZT2TjEKmqe" title="Debts instrument settlement amount">406,118</span> that composed of face value of convertible promissory notes in amount of $<span id="xdx_907_eus-gaap--ConvertibleNotesPayable_iI_c20220630__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zYon7tl4SvUk" title="Convertible notes payable">302,000</span> (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $<span id="xdx_90A_eus-gaap--DebtInstrumentConvertibleBeneficialConversionFeature_c20220401__20220630__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zHaSqRmIdcR" title="Carrying amount of conversion and redemption">104,118</span>. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $<span id="xdx_90E_eus-gaap--DebtInstrumentFairValue_iI_c20220630__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zxq8DqAC9hY3" title="Debt instrument fair value">457,025</span>. The difference, that represented a loss on conversion between amounts of debt settled and fair value of common shares issued, was in the amount of $<span id="xdx_901_ecustom--LossOnConversionOfConvertiblePromissoryNotes_c20220401__20220630__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zaegsiPXU8rk" title="Loss on conversion of convertible promissory notes">50,908</span> and was recorded as loss on conversion of convertible promissory notes in the consolidated statement of operations and comprehensive loss.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended June 30, 2022, the Company removed <span id="xdx_90F_ecustom--NumberSharesRemovedPreviouslyToBeIssued_pid_c20220401__20220630__srt--StatementScenarioAxis__custom--IssuanceOfCommonSharesMember_znnVrQoFWjNk" title="Number shares removed previously to be issued">40,094</span> of previously to be issued shares, in connection with cancellation of warrant exercises from certain warrant holders. In addition, the Company recognized additional <span id="xdx_902_ecustom--StockIssuedDuringPeriodSharesWarrantsExercised_pid_c20220401__20220630__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zm5UhPtDZ8hc" title="Stock issued during period shares warrants exercised">11,792</span> shares to be issued for warrant exercise request received but not processed as of quarter end. As a result of the cancellation of to be issued shares, $<span id="xdx_900_eus-gaap--StockIssuedDuringPeriodValueShareBasedCompensationForfeited_c20220401__20220630__srt--StatementScenarioAxis__custom--IssuanceOfCommonSharesMember__srt--RangeAxis__srt--MinimumMember_zpszgyWudlcd" title="Cancellation of to be issued shares">42,500</span> was reduced from balance of shares to be issued, and the Company increased the balance of the shares to be issued by $<span id="xdx_904_ecustom--StockIssuedDuringPeriodValueWarrantsExercise_c20220401__20220630__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_znDEeNL2jn7k" title="Stock issued during period value warrants exercise">12,500</span> upon the warrants exercise.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended June 30, 2022, the Company issued <span id="xdx_90A_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_pid_c20220401__20220630_z4ueh9SNFxF7" title="Common shares for services received">4,167</span> common shares for services received, with a fair value of $<span id="xdx_909_eus-gaap--StockIssued1_pid_c20220401__20220630_zLMCgomYDUa8" title="Common shares for services received, value">7,500</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Share issuances during the three months ended September 30, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended September 30, 2022, the Company issued <span id="xdx_900_ecustom--StockIssuedDuringPeriodShareConversionOfConvertibleSecurities_c20220701__20220930__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_ztWTGLJAeHO3" title="Stock issued during period share conversion of convertible securities">117,647</span> common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $<span id="xdx_905_ecustom--DebtsInstrumentSettlementAmount_c20220701__20220930__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zJTxm5u7HHdj" title="Debts instrument settlement amount">135,274</span> that composed of face value of convertible promissory notes in amount of $<span id="xdx_902_eus-gaap--ConvertibleNotesPayable_iI_c20220930__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zdW6OClyut51" title="Convertible promissory notes">100,000</span> (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $<span id="xdx_90E_eus-gaap--DebtInstrumentConvertibleBeneficialConversionFeature_c20220701__20220930__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zYaBAkXizUZa" title="Carrying amount of conversion and redemption">35,274</span>. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $<span id="xdx_904_eus-gaap--DebtInstrumentFairValue_iI_c20220930__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zo3HXJseO1Eb" title="Debt instrument fair value">175,294</span>. The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $<span id="xdx_90F_ecustom--LossOnConversionOfConvertiblePromissoryNotes_c20220701__20220930__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zPNyvOQCvzg6" title="Loss on conversion of convertible promissory notes">40,020</span> and was recorded as loss on conversion of convertible promissory notes in the consolidated statement of operations and comprehensive loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended September 30, 2022, the Company issued <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220701__20220930_zFbxVia5d8Td" title="Common shares for services received">22,772</span> common shares for services received, with a fair value of $<span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_pp0p0_c20220701__20220930_zP3LO8u3dnM1" title="Common shares for services received, value">30,287</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Share issuances during the three months ended December 31, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended December 31, 2022, the Company issued <span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20221001__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zawJs5h6oEEe" title="Stock issued during period shares new issues">238,846</span> common shares in connection with the conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $<span id="xdx_908_ecustom--DebtsInstrumentSettlementAmount_c20221001__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zug8S90LTGBh" title="Debts instrument settlement amount">207,002</span> that composed of face value of convertible promissory notes in amount of $<span id="xdx_900_eus-gaap--ConvertibleNotesPayable_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zQ5NvdVycRu5" title="Convertible notes payable">153,600</span> (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $<span id="xdx_903_eus-gaap--DebtInstrumentConvertibleBeneficialConversionFeature_c20221001__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_za0TfhubekG5" title="Carrying amount of conversion and redemption">53,402</span>. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $<span id="xdx_904_eus-gaap--DebtInstrumentFairValue_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zXFSsIoAqZNf" title="Debt instrument fair value">211,602</span>. The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $<span id="xdx_906_ecustom--LossOnConversionOfConvertiblePromissoryNotes_c20221001__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_za70oGPgQZwe" title="Loss on conversion of convertible promissory notes">4,600</span> and was recorded as loss on conversion of convertible promissory notes in the consolidated statements of operations and comprehensive loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, the Company issued <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_pid_c20221001__20221231_zoHgxm9InG0l" title="Common shares for services received">105,263</span> common shares for services received with a fair value of $<span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_pid_c20221001__20221231_zkx7QGiUeqhb" title="Common shares for services received, value">112,631</span> which was recognized as a selling, general and administrative expense with a corresponding credit to additional paid-in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Share issuances during the three months ended March 31, 2023</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended March 31, 2023, the Company issued <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20230101__20230331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zbl8EuLHq048" title="Stock issued during period shares new issues">2,240</span> common shares in connection with a cashless exercise of options. The Company recognized $<span id="xdx_902_eus-gaap--StockIssuedDuringPeriodValueNewIssues_pid_c20230101__20230331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_ztrOcax0Cr4h" title="Stock issued during period value new issues">2</span> of common shares and debited additional paid in capital for $<span id="xdx_90C_eus-gaap--AdditionalPaidInCapitalCommonStock_iI_pid_c20230331__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNotesMember_zCaB7Yi6EgNi" title="Additional paid in capital common stock">2</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, the Company issued <span id="xdx_906_ecustom--StockIssuedDuringPeriodSharesIssuanceOfSharesInLieuOfConvertibleNoteInterest_pid_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_z7d5Fl0WP7sc" title="Common shares in lieu of interest payment">270,270</span> common shares in lieu of interest payment for a new convertible note (Note 5). The fair value of the shares issued was $<span id="xdx_90E_ecustom--StockIssuedDuringPeriodValueIssuanceOfSharesInLieuOfConvertibleNoteInterest_pid_c20220401__20230331_zZvbP9zagdPg" title="Common shares in lieu of interest payment, value">221,621</span>, which was determined based on closing stock price on the date of share issuance approval. The fair value of shares issued was recognized as a deferred cost, a contra liability to convertible notes, with a corresponding credit to additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>(e) Shares to be issued</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2023, the Company issued <span id="xdx_90F_ecustom--StockIssuedDuringPeriodSharesWarrantsExercised_iN_di_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--SharesToBeIssuedMember_zg4HP7qc4YWa" title="Stock issued during period shares warrants exercised">100,094</span> shares in satisfaction of its obligation of shares to be issued, and moved $<span id="xdx_907_ecustom--StockIssuedDuringPeriodValueWarrantsExercised_iN_di_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--SharesToBeIssuedMember_zklujKGdWa8f" title="Stock issued during period value warrants exercised">77,300</span> out of the shares to be issued account into the additional paid in capital account. As at March 31, 2023, the Company has <span id="xdx_901_eus-gaap--SharesOutstanding_iI_c20230331__us-gaap--StatementEquityComponentsAxis__custom--SharesToBeIssuedMember_z7UnAEjxzKv3" title="Share outstanding">23,723</span> outstanding shares remaining to be issued in connection with warrant exercises in prior fiscal year.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>(f) Warrant issuances, exercises and other activity</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant exercises and issuances during the year ended March 31, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, <span id="xdx_909_eus-gaap--ClassOfWarrantOrRightOutstanding_iI_pid_c20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zkLxUIYTaVml" title="Class of warrant or right outstanding">658,355</span> warrants were exercised pursuant to receipt of exercise proceeds of $<span id="xdx_903_ecustom--CashReceiptAmount_iI_c20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zv8ghpVRRx4a" title="Cash receipt amount">872,292</span>. <span id="xdx_905_ecustom--ClassOfWarrantOrRightCashlessWarrantExercise_iI_pid_c20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zu37VRHjLlQ" title="Class of warrant or right cashless warrant exercise">446,370</span> warrants were exercised pursuant to cashless warrant exercise. In addition, $<span id="xdx_907_eus-gaap--ProceedsFromWarrantExercises_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zI7t3Y9d82a4" title="Proceeds from warrant exercises">103,950</span> warrant exercise proceeds receivable was recorded as part of deposit and other receivables as of March 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationGross_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--AdvisorAndConsultantMember_zY6viwElkrea" title="Stock issued during period shares based compensation gross">212,594</span> warrants, including <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationGross_c20210401__20220331__srt--TitleOfIndividualAxis__custom--AdvisorAndConsultantMember_zyKD6irBaOO1" title="Stock issued during period shares based compensation gross">25,000</span> as compensation for advisor and consultant services, and <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationGross_c20210401__20220331__srt--TitleOfIndividualAxis__srt--ExecutiveOfficerMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_z4G773rb75Fb" title="Stock issued during period shares based compensation gross">187,594</span> as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $<span id="xdx_906_eus-gaap--FairValueAdjustmentOfWarrants_c20210401__20220331__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingGeneralAndAdministrativeExpensesMember_zd7SonguMRt2" title="Fair value adjustment of warrants">541,443</span>, and recognized as selling, general and administrative expenses, with a corresponding credit to additional paid-in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_900_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20220331__srt--TitleOfIndividualAxis__custom--LendersMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_z2nicoXm4Rl" title="Share purchase warrants">57,536</span> share purchase warrants to lenders in connection with the term loan (Note 6). The fair value of these warrants, in the amount of $<span id="xdx_902_eus-gaap--WarrantsAndRightsOutstanding_iI_pp0p0_c20220331__srt--TitleOfIndividualAxis__custom--LendersMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zsjqHjvAiw7c" title="Warrants and rights outstanding">198,713</span>, was recorded as part of the discount of the loan, with a corresponding credit to additional paid-in capital. The warrants were not considered as derivative instruments. The fair value of these warrants was determined by using the Black Scholes model, based on the following key inputs and assumptions: expiry date <span id="xdx_909_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpirationDate_dd_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--LendersMember_z97ToJnPa5ed" title="Share based compensation expiration date">December 21, 2028</span>, exercise price $<span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--LendersMember_zLM1s1LMTyWb" title="Fair value assumptions exercise price">6.26</span>, rate of return <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_pid_dp_uPure_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--LendersMember_zYSj81bUNfqe" title="Fair value assumptions risk free interest rate">1.40%</span>, and volatility <span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_pid_dp_uPure_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--LendersMember_znRHGCLkJjdi" title="Fair value assumptions expected volatility rate">121.71%</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2022, the Company issued <span id="xdx_904_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20220331__srt--TitleOfIndividualAxis__custom--UnderwriterMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zA0y5hPLLFme" title="Share purchase warrants to underwriter">373,404</span> share purchase warrants to underwriter. The warrants were not considered as a derivative instrument and were accounted as additional paid-in capital along with the uplisting transaction. The warrants were fair valued at $<span id="xdx_907_eus-gaap--WarrantsAndRightsOutstanding_iI_c20220331__srt--TitleOfIndividualAxis__custom--UnderwriterMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zqhDQVnbs1Jd" title="Warrants and rights outstanding">900,371</span>. The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date <span id="xdx_90D_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpirationDate_dd_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--UnderwriterMember_zOjZGXCdU1Pg" title="Share based compensation expiration date">August 26, 2026</span>, exercise price $<span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--UnderwriterMember_zgatE6O6ATr4" title="Fair value assumptions exercise price">3.75</span>, rate of returns <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_pid_dp_uPure_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--UnderwriterMember_zCrah8LwVc13" title="Fair value assumptions risk free interest rate">0.77%</span>, and volatility <span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_pid_dp_uPure_c20210401__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--UnderwriterMember_zmPqlcOkARO7" title="Fair value assumptions expected volatility rate">111.9%</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant exercises and issuances during the three months ended June 30, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended June 30, 2022, the Company issued <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220401__20220630__srt--TitleOfIndividualAxis__custom--ExecutiveMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zWgzocS8Xtpi" title="Stock issued during period shares new issues">53,827</span> warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $<span id="xdx_90A_eus-gaap--WarrantsAndRightsOutstanding_iI_c20220630__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingGeneralAndAdministrativeExpensesMember_zIixXG5bqGl" title="Warrants and rights outstanding">77,414</span>, and recognized as selling, general and administrative expenses, with a corresponding credit to additional paid-in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant exercises and issuances during the three months ended September 30, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended September 30, 2022, the Company issued <span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220701__20220930__srt--TitleOfIndividualAxis__custom--ExecutiveMember__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zIJathPpoBad" title="Stock issued during period shares new issues">118,282</span> warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $<span id="xdx_90D_eus-gaap--WarrantsAndRightsOutstanding_iI_c20220930__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingGeneralAndAdministrativeExpensesMember_zJSq0TZS1zz3" title="Warrants and rights outstanding">77,332</span>, and recognized as selling, general and administrative expenses, with a corresponding credit to additional paid-in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant issuances and exchanges into other securities during the three months ended December 31, 2022</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the three months ended December 31, 2022, the Company issued <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20221001__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember__srt--TitleOfIndividualAxis__custom--ExecutiveMember_zVbYv0cAySk8" title="Stock issued during period shares new issues">218,785</span> warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The fair value of the warrants at issuance was $<span id="xdx_905_eus-gaap--WarrantsAndRightsOutstanding_iI_c20221231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zOqGx9m3PgKe" title="Warrants and rights outstanding">77,780</span> and was recognized as a selling, general and administrative expense, with a corresponding credit to additional paid-in capital. In addition, the Company added <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220401__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zotux1rR8y9j" title="Stock issued during period shares issued for services">312,500</span> warrants to its outstanding warrant schedule in connection with warrants issued to Series B convertible note holders. This has no impact on paid-in capital as the fair value of warrants were already accounted for as part of the original Series B convertible note issuance accounting entries. Lastly, the Company extinguished and exchanged <span id="xdx_905_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_z7ads2z5WOXa" title="Warrants for promissory notes">306,604</span> warrants for promissory notes [Note 5] that resulted in an adjustment to additional paid-in capital in the amount of $<span id="xdx_906_eus-gaap--WarrantsAndRightsOutstanding_iI_pp0p0_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zmEJ8D0d9XC3" title="Warrants and rights outstanding">71,768</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant issuances during the three months ended March 31, 2023</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">None.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"> </p> <p id="xdx_896_eus-gaap--ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock_zeZ79lN9OHz5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2023 and 2022 as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant activity during the years ended March 31, 2023 and 2022 is indicated below:</i></b> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_8B7_zacOGQftIii1" style="display: none">SCHEDULE OF WARRANTS OUTSTANDING</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B2_us-gaap--StatementEquityComponentsAxis_custom--BrokerWarrantsMember_zvXZ5lMzEse2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Broker Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4BC_us-gaap--StatementEquityComponentsAxis_custom--ConsultantWarrantsMember_zMb8DM38UfX3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consultant and Noteholder Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B2_us-gaap--StatementEquityComponentsAxis_custom--WarrantsIssuedOnConversionOfConvertibleNotesMember_zwGTsJmQVuaa" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants Issued on Convertible Notes</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B4_zJ6Tni4P8qN8" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_43C_c20210401__20220331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_zkUgG7DeuBQg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 30%">As at March 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,258,495</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">2,130,555</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">7,766,652</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 12%; text-align: right">11,155,702</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_di_z1KzgFpG7G6e" style="vertical-align: bottom; background-color: White"> <td>Expired/cancelled</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(150,841</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(298,333</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1749">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(449,174</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised_iN_di_ziDCIaXTZoAb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(662,389</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(242,500</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(555,029</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,459,918</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_z5SeWC8ytGJ5" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Issued</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">430,940</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">212,594</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1759">-</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">643,534</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_434_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_zzzH0JdhW6Qc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>As at March 31, 2022</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">876,205</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,316</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,211,623</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,890,144</td><td style="text-align: left"> </td></tr> <tr id="xdx_43F_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_zTqZY2ao8YHg" style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif">Warrant outstanding, beginning balance</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">876,205</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,316</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,211,623</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,890,144</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_di_zxCC5y4BqAAi" style="vertical-align: bottom; background-color: White"> <td>Expired/cancelled</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(37,134</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(517,583</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,563,980</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,118,697</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised_iN_di_zin2TynIy6D5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1777">—</span></td><td style="text-align: left"></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1778">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(318,396</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(318,396</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_zy1n7meqWeLh" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Issued</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1782">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">390,894</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1784">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">390,894</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_432_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iE_zk91Bk1qm4Z4" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>As at March 31, 2023</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">839,071</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,675,627</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,329,247</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,843,945</td><td style="text-align: left"> </td></tr> <tr id="xdx_432_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iE_zNCrSDgH3nJc" style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrant outstanding, ending balance</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">839,071</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,675,627</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,329,247</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,843,945</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Exercise Price</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--BrokerWarrantsMember__srt--RangeAxis__srt--MinimumMember_zAjUt2qs6Jke" title="Exercise Price">1.06</span> to $<span id="xdx_908_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--BrokerWarrantsMember__srt--RangeAxis__srt--MaximumMember_z2YCB3btAkNk" title="Exercise Price">6.26</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--ConsultantWarrantsMember__srt--RangeAxis__srt--MinimumMember_z3TPyljAWlh3" title="Exercise Price">0.45</span> to $<span id="xdx_90D_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--ConsultantWarrantsMember__srt--RangeAxis__srt--MaximumMember_zu1I4DhWH64" title="Exercise Price">3.15</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_902_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--WarrantsIssuedOnConversionOfConvertibleNoteMember__srt--RangeAxis__srt--MinimumMember_zwp5VW09y64h" title="Exercise Price">1.06</span> to $<span id="xdx_909_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--WarrantsIssuedOnConversionOfConvertibleNoteMember__srt--RangeAxis__srt--MaximumMember_zJzgPgjX9zB6" title="Exercise Price">1.50</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expiration Date</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--BrokerWarrantsMember_z2mFoPwgUrX1" title="Expiration Date">August 2026 to January 2031</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--ConsultantWarrantsMember_zEByqADAz2ud" title="Expiration Date">April 2023 to Dec 2032</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--WarrantsIssuedOnConversionOfConvertibleNotesMember_ze8ebWwpJpWk" title="Expiration Date">January 2024 to February 2024</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A9_zoEh9jK3EiN4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>(g) Stock-based compensation</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration: underline">2016 Equity Incentive Plan</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years ended March 31, 2023 and 2022</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Expressed in US Dollars)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to <span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized_iI_c20160202__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_zJXc2nsYqu4g" title="Share based payment award number of shares authorized">3,750,000</span> shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended March 31, 2023, the Company granted <span id="xdx_90C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_uShares_c20220401__20230331__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_z80SE9hgP0q2" title="Stock options granted">1,713,937</span> stock options (2022: <span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_uShares_c20210401__20220331__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_zU4CDID3bIN9" title="Stock options granted">596,458</span> options) with a weighted average grant date exercise price of $<span id="xdx_908_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230331__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_znn4xVfzn58i" title="Exercise price">1.1007</span> (2022: $<span id="xdx_90B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_zWgbxwXdmNXd" title="Exercise price">1.5272</span>). The Company recorded stock-based compensation of $<span id="xdx_906_eus-gaap--ShareBasedCompensation_c20220401__20230331__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_z43dvHVKToc8" title="Stock-based compensation">647,631</span> (2022: $<span id="xdx_90D_eus-gaap--ShareBasedCompensation_c20210401__20220331__us-gaap--PlanNameAxis__custom--TwoThousandAndSixteenEquityIncentivePlanMember_z8TvfCwhyUHl" title="Stock-based compensation">913,613</span>) in connection with ESOP 2016 Plan under selling, general and administrative expenses with corresponding credit to additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 12, 2023, the Company cancelled <span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_c20230312__20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember_zhzId2GSxbE8" title="Stock option cancelled">1,300,000</span> of stock options that belongs to CEO (original grant date January 16, 2018, exercise price $<span id="xdx_907_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember_zSxrBOoQrtVj" title="Exercise price">5.44</span>, expiry date <span id="xdx_90A_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20230312__20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember_zOp7zj6m6x5k" title="Expiry date">January 17, 2028</span>) and granted new stock options to the CEO in unit numbers of <span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_c20230312__20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__us-gaap--UnitDistributionMember_zn6eGBLLWvL8" title="New stock option granted">350,000</span>, <span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_c20230312__20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__custom--UnitDistributionOneMember_zJRuuoXKaPRb" title="New stock option granted">350,000</span> and <span id="xdx_90C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_c20230312__20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__custom--UnitDistributionTwoMember_zDl1pDWgSpD1" title="New stock option granted">1,000,000</span> (exercise price $<span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__us-gaap--UnitDistributionMember_z2ZC5AkUzqD5" title="Exercise price">1.25</span>, $<span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__custom--UnitDistributionOneMember_zARldg9F5FDc" title="Exercise price">1.75</span> and $<span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__custom--UnitDistributionTwoMember_zlGSvLgOzgal" title="Exercise price">0.81</span>, respectively, expiry date <span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20230312__20230312__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember__us-gaap--DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis__us-gaap--UnitDistributionMember_zv3ESx6nNeNa" title="Expiry date">March 12, 2033</span>). The company accounted for this transaction as a stock option modification in accordance to guidance in ASC 718, and recognized an expense of $<span id="xdx_90C_ecustom--StockOptionModificationExpenses_c20220401__20230331_zW1KcAdUXW19" title="Stock option modification Expenses">246,647</span> immediately upon modification date as a result of such modification. This expense is included in total stock-based compensation expense for the year ended March 31, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89E_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_zBvTDbGpIDaf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the stock option activities during the fiscal year ended March 31, 2023:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8BE_zmb56v4WNdd" style="display: none">SCHEDULE OF STOCK OPTION ACTIVITIES</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Average</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Exercise</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Price</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted Average</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Remaining</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Contractual</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Term (years)</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Intrinsic</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Value<sup>(1)</sup></b></span></p> </td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td> <td> </td> <td> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 42%; padding-bottom: 2.5pt">Outstanding at March 31, 2022</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%; text-align: left"> </td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z0Y45Rb3EbHd" style="border-bottom: Black 2.5pt double; width: 10%; text-align: right" title="Number of options, beginning outstanding">7,409,714</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; width: 1%; text-align: left">$</td><td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zBmbOJXffwug" style="padding-bottom: 2.5pt; width: 10%; text-align: right" title="Weighted average exercise price, beginning outstanding">2.3466</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; width: 1%; text-align: left"> </td><td style="padding-bottom: 2.5pt; width: 12%; text-align: right"><span id="xdx_90B_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zFjF3ZzZlSF7" title="Weighted average remaining contractual term beginning outstanding">5.75</span></td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%">$</td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_zg0kyVrXNjFg" style="border-bottom: Black 2.5pt double; text-align: right; width: 10%" title="Aggregate intrinsic value, beginning outstanding">567,584</td> <td style="padding-bottom: 2.5pt; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z62FAnIkpTvd" style="text-align: right" title="Number of options, granted">1,713,937</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_znUZLTwWorPd" style="text-align: right" title="Weighted average exercise price, granted">1.1007</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_901_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermGranted2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zEmopsSjSEl8" title="Weighted average remaining contractual term Granted">9.95</span></td><td style="text-align: left"> </td><td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_pid_di_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zOMbujLQsqEj" style="text-align: right" title="Number of options, exercised">(2,240</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zFkh9fFZG4B5" style="text-align: right" title="Weighted average exercise price, exercised"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.7400</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_909_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExercised2_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z4eCj3gQOyL6" title="Weighted average remaining contractual term Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1871">-</span></span></td><td style="text-align: left"> </td><td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Expired</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_iN_pid_di_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zWlWbDlvU2i9" style="text-align: right" title="Number of options, expired">(1,333,982</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zfqL7jBJ1M46" style="text-align: right" title="Weighted average exercise price, expired">5.1150</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_906_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExpired2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zedYWVME3wN1" title="Weighted average remaining contractual term Expired">4.83</span></td><td style="text-align: left"> </td><td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Forfeited</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zjiFQNkTJUnf" style="border-bottom: Black 1.5pt solid; text-align: right" title="Number of options, forfeited">(199,520</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left">$</td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zKnEUHEbd888" style="padding-bottom: 1.5pt; text-align: right" title="Weighted average exercise price, forfeited">1.0830</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><span id="xdx_904_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermForfeited2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z4jMJlQBFjTl" title="Weighted average remaining contractual term Forfeited">6.86</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: right">-</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Outstanding at March 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_ze0l4RfLWbz8" style="border-bottom: Black 2.5pt double; text-align: right" title="Number of options, ending outstanding">7,587,909</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left">$</td><td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z49gwD4mja4f" style="padding-bottom: 2.5pt; text-align: right" title="Weighted average exercise price, ending outstanding">1.5487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"><span id="xdx_907_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zVp547jfNWrc" title="Weighted average remaining contractual term ending outstanding">6.30</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double">$</td> <td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_zqCzHTEIuCf4" style="border-bottom: Black 2.5pt double; text-align: right" title="Aggregate intrinsic value, ending outstanding">8,185,321</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Vested and expected to vest at March 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_znC6lIeBYgc5" style="border-bottom: Black 2.5pt double; text-align: right" title="Number of options vested and expected to vest">7,587,909</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left">$</td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zGvgEqKwsJ16" style="padding-bottom: 2.5pt; text-align: right" title="Weighted average exercise price vested and expected to vest">1.5487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"><span id="xdx_90F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zaWpLSqjk9B5" title="Weighted average remaining contractual term vested and expected to vest">6.30</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double">$</td> <td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_zkJ9lJ2eRDxj" style="border-bottom: Black 2.5pt double; text-align: right" title="Aggregate intrinsic value vested and expected to vest">8,185,321</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Vested and exercisable at March 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zdQShgaJR433" style="border-bottom: Black 2.5pt double; text-align: right" title="Number of options vested and exercisable">5,763,126</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left">$</td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z0vu0HuZUmw" style="padding-bottom: 2.5pt; text-align: right" title="Weighted average exercise price vested and exercisable">1.6830</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"><span id="xdx_90D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zWEclgdQmX33" title="Weighted average remaining contractual term vested and exercisable">5.54</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double">$</td> <td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_za4M1RQvodhb" style="border-bottom: Black 2.5pt double; text-align: right" title="Aggregate intrinsic value vested and exercisable">6,990,741</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 27pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup id="xdx_F0B_zDQQnW8jEorf">(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span id="xdx_F16_zriTIeKaosBj" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $<span class="xdx_phnt_RGlzY2xvc3VyZSAtIFNDSEVEVUxFIE9GIFNUT0NLIE9QVElPTiBBQ1RJVklUSUVTIChEZXRhaWxzKSAoUGFyZW50aGV0aWNhbCkA" id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20230331_z0ah0Oxc9Rkj" title="Fair value exercise price">0.47</span> and $<span class="xdx_phnt_RGlzY2xvc3VyZSAtIFNDSEVEVUxFIE9GIFNUT0NLIE9QVElPTiBBQ1RJVklUSUVTIChEZXRhaWxzKSAoUGFyZW50aGV0aWNhbCkA" id="xdx_90B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20220331_zvM9XBS3f4q6" title="Fair value exercise price">2.27</span> per share, respectively.</span></td></tr></table> <p id="xdx_8A3_z7UyjqgJ1r87" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 27pt; text-align: justify; text-indent: -27pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_899_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_zqLn8OR1qvDl" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31<b>:</b> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span id="xdx_8B6_z3I9GlXCs7d7" style="display: none">SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%">Exercise price ($)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember_zG7Et80dStV8">0.45</span> – <span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember_zlEi9EyphHA">2.27</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember_zS9cjOhopmSh" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.40</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-<span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember_zhir5o1hY9Na">3.98</span></span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Risk free interest rate (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_908_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MinimumMember_z8onSWbmSrWe">2.20</span> – <span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MaximumMember_zCErUKQmLxj3">4.40</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MinimumMember_zqEAGzOFQ2sk" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.34 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MaximumMember_zFM91XXRtwz1">2.32</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected term (Years)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20220401__20230331_z9GuTSAzrnP8">10.0</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210401__20220331__srt--RangeAxis__srt--MinimumMember_zE4IGYLaWdGl" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.0 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210401__20220331__srt--RangeAxis__srt--MaximumMember_zRj9naG4XSac">10.0</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected volatility (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MinimumMember_zkmjBJCjudk1">71</span> – <span id="xdx_90A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MaximumMember_zfVvgRZYf9M1">121.2</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MinimumMember_zMnpRLr6TGi3" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">106.6 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MaximumMember_zPLOliaHOy8l">129.9</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected dividend yield (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_pid_dp_uPure_c20220401__20230331_zc0t2twf8rKa" style="font: 10pt Times New Roman, Times, Serif; margin: 0" title="Expected dividend yield">0.00</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_pid_dp_uPure_c20210401__20220331_z5D5KttK7UH" style="text-align: right" title="Expected dividend yield">0.00</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Fair value of option ($)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember_z3RwS8Rcwph6">0.36</span> – <span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember_zOqRvZJUeg02">1.995</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember_zGKuguoy80b6" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.19 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember_zpZQJeyMIPvj">3.52</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected forfeiture (attrition) rate (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_986_ecustom--ExpectedForfeitureAttritionRates_pid_dp_uPure_c20220401__20230331_zOH5A1hNcyj" style="font: 10pt Times New Roman, Times, Serif; margin: 0" title="Expected forfeiture (attrition) rate">0.00</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--ExpectedForfeitureAttritionRates_pid_dp_uPure_c20210401__20220331_z8GBNCdNEeE2" style="text-align: right" title="Expected forfeiture (attrition) rate">0.00</td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8AA_znLp9vghe8Wf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration: underline">2023 Equity Incentive Plan and the Employee Stock Purchase Plans</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 31, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant_iI_c20230331__us-gaap--PlanNameAxis__custom--TwoThousandAndTwentyThreeEquityIncentivePlanMember_z7LS9oeVn1n9" title="Share based payment award number of shares available for issuance">5,000,000</span> shares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the Company’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has been issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company also adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”). In no event can any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">There were no issuances under either the 2023 Plan or the ESPP as of March 31, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 125000000 125000000 0.001 0.001 10000000 10000000 0.001 0.001 20000 20000 0.001 0.001 52514582 51277040 51047864 49810322 1466718 1466718 6304 6304 7200 7200 one share of the Special Voting Preferred Stock The Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). 13376947 Shareholders of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of iMedical held. Accordingly, 9123031 Each outstanding option to purchase common shares in iMedical (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1; Each outstanding warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each warrant, with an inverse adjustment to the exercise price of the warrants to reflect the exchange ratio of approximately 1.197:1 Each outstanding advisor warrant to purchase common shares in iMedical was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of the Company for each advisor warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and The outstanding 11% secured convertible promissory notes of iMedical were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of the Company at a 25% discount to purchase price per share in Biotricity’s next offering. 0.25 6304 6304 7200 7200 1000 0.12 0.05 0.001 0.15 1.10 4696083 19263 14522812 10309000 3398557 815255 15678454 1155642 658355 446370 451688 -250000 1414449 69252 250000 5382331 14545805 100 100000 288756 1423260 404545 406118 302000 104118 457025 50908 40094 11792 42500 12500 4167 7500 117647 135274 100000 35274 175294 40020 22772 30287 238846 207002 153600 53402 211602 4600 105263 112631 2240 2 2 270270 221621 -100094 -77300 23723 658355 872292 446370 103950 212594 25000 187594 541443 57536 198713 2028-12-21 6.26 0.0140 1.2171 373404 900371 2026-08-26 3.75 0.0077 1.119 53827 77414 118282 77332 218785 77780 312500 306604 71768 <p id="xdx_896_eus-gaap--ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock_zeZ79lN9OHz5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2023 and 2022 as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Warrant activity during the years ended March 31, 2023 and 2022 is indicated below:</i></b> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_8B7_zacOGQftIii1" style="display: none">SCHEDULE OF WARRANTS OUTSTANDING</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B2_us-gaap--StatementEquityComponentsAxis_custom--BrokerWarrantsMember_zvXZ5lMzEse2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Broker Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4BC_us-gaap--StatementEquityComponentsAxis_custom--ConsultantWarrantsMember_zMb8DM38UfX3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consultant and Noteholder Warrants</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B2_us-gaap--StatementEquityComponentsAxis_custom--WarrantsIssuedOnConversionOfConvertibleNotesMember_zwGTsJmQVuaa" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Warrants Issued on Convertible Notes</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B4_zJ6Tni4P8qN8" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_43C_c20210401__20220331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_zkUgG7DeuBQg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 30%">As at March 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">1,258,495</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">2,130,555</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">7,766,652</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 12%; text-align: right">11,155,702</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_di_z1KzgFpG7G6e" style="vertical-align: bottom; background-color: White"> <td>Expired/cancelled</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(150,841</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(298,333</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1749">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(449,174</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised_iN_di_ziDCIaXTZoAb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(662,389</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(242,500</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(555,029</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,459,918</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_z5SeWC8ytGJ5" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Issued</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">430,940</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">212,594</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1759">-</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">643,534</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_434_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_zzzH0JdhW6Qc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>As at March 31, 2022</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">876,205</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,316</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,211,623</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,890,144</td><td style="text-align: left"> </td></tr> <tr id="xdx_43F_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_zTqZY2ao8YHg" style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif">Warrant outstanding, beginning balance</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">876,205</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,316</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,211,623</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,890,144</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_di_zxCC5y4BqAAi" style="vertical-align: bottom; background-color: White"> <td>Expired/cancelled</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(37,134</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(517,583</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,563,980</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,118,697</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised_iN_di_zin2TynIy6D5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1777">—</span></td><td style="text-align: left"></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1778">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(318,396</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(318,396</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_zy1n7meqWeLh" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Issued</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1782">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">390,894</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1784">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">390,894</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_432_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iE_zk91Bk1qm4Z4" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>As at March 31, 2023</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">839,071</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,675,627</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,329,247</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,843,945</td><td style="text-align: left"> </td></tr> <tr id="xdx_432_c20220401__20230331_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iE_zNCrSDgH3nJc" style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrant outstanding, ending balance</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">839,071</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,675,627</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,329,247</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,843,945</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Exercise Price</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--BrokerWarrantsMember__srt--RangeAxis__srt--MinimumMember_zAjUt2qs6Jke" title="Exercise Price">1.06</span> to $<span id="xdx_908_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--BrokerWarrantsMember__srt--RangeAxis__srt--MaximumMember_z2YCB3btAkNk" title="Exercise Price">6.26</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--ConsultantWarrantsMember__srt--RangeAxis__srt--MinimumMember_z3TPyljAWlh3" title="Exercise Price">0.45</span> to $<span id="xdx_90D_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--ConsultantWarrantsMember__srt--RangeAxis__srt--MaximumMember_zu1I4DhWH64" title="Exercise Price">3.15</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_902_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--WarrantsIssuedOnConversionOfConvertibleNoteMember__srt--RangeAxis__srt--MinimumMember_zwp5VW09y64h" title="Exercise Price">1.06</span> to $<span id="xdx_909_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230331__us-gaap--StatementEquityComponentsAxis__custom--WarrantsIssuedOnConversionOfConvertibleNoteMember__srt--RangeAxis__srt--MaximumMember_zJzgPgjX9zB6" title="Exercise Price">1.50</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expiration Date</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--BrokerWarrantsMember_z2mFoPwgUrX1" title="Expiration Date">August 2026 to January 2031</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--ConsultantWarrantsMember_zEByqADAz2ud" title="Expiration Date">April 2023 to Dec 2032</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20220401__20230331__us-gaap--StatementEquityComponentsAxis__custom--WarrantsIssuedOnConversionOfConvertibleNotesMember_ze8ebWwpJpWk" title="Expiration Date">January 2024 to February 2024</span></span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> </table> 1258495 2130555 7766652 11155702 150841 298333 449174 662389 242500 555029 1459918 430940 212594 643534 876205 1802316 7211623 9890144 876205 1802316 7211623 9890144 37134 517583 1563980 2118697 318396 318396 390894 390894 839071 1675627 5329247 7843945 839071 1675627 5329247 7843945 1.06 6.26 0.45 3.15 1.06 1.50 August 2026 to January 2031 April 2023 to Dec 2032 January 2024 to February 2024 3750000 1713937 596458 1.1007 1.5272 647631 913613 1300000 5.44 January 17, 2028 350000 350000 1000000 1.25 1.75 0.81 March 12, 2033 246647 <p id="xdx_89E_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_zBvTDbGpIDaf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the stock option activities during the fiscal year ended March 31, 2023:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8BE_zmb56v4WNdd" style="display: none">SCHEDULE OF STOCK OPTION ACTIVITIES</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Average</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Exercise</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Price</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted Average</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Remaining</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Contractual</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Term (years)</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Intrinsic</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Value<sup>(1)</sup></b></span></p> </td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td> <td> </td> <td> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 42%; padding-bottom: 2.5pt">Outstanding at March 31, 2022</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%; text-align: left"> </td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z0Y45Rb3EbHd" style="border-bottom: Black 2.5pt double; width: 10%; text-align: right" title="Number of options, beginning outstanding">7,409,714</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; width: 1%; text-align: left">$</td><td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zBmbOJXffwug" style="padding-bottom: 2.5pt; width: 10%; text-align: right" title="Weighted average exercise price, beginning outstanding">2.3466</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; width: 1%; text-align: left"> </td><td style="padding-bottom: 2.5pt; width: 12%; text-align: right"><span id="xdx_90B_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zFjF3ZzZlSF7" title="Weighted average remaining contractual term beginning outstanding">5.75</span></td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%">$</td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_zg0kyVrXNjFg" style="border-bottom: Black 2.5pt double; text-align: right; width: 10%" title="Aggregate intrinsic value, beginning outstanding">567,584</td> <td style="padding-bottom: 2.5pt; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z62FAnIkpTvd" style="text-align: right" title="Number of options, granted">1,713,937</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_znUZLTwWorPd" style="text-align: right" title="Weighted average exercise price, granted">1.1007</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_901_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermGranted2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zEmopsSjSEl8" title="Weighted average remaining contractual term Granted">9.95</span></td><td style="text-align: left"> </td><td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_pid_di_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zOMbujLQsqEj" style="text-align: right" title="Number of options, exercised">(2,240</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zFkh9fFZG4B5" style="text-align: right" title="Weighted average exercise price, exercised"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.7400</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_909_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExercised2_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z4eCj3gQOyL6" title="Weighted average remaining contractual term Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1871">-</span></span></td><td style="text-align: left"> </td><td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Expired</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_iN_pid_di_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zWlWbDlvU2i9" style="text-align: right" title="Number of options, expired">(1,333,982</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zfqL7jBJ1M46" style="text-align: right" title="Weighted average exercise price, expired">5.1150</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_906_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExpired2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zedYWVME3wN1" title="Weighted average remaining contractual term Expired">4.83</span></td><td style="text-align: left"> </td><td> </td> <td> </td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Forfeited</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zjiFQNkTJUnf" style="border-bottom: Black 1.5pt solid; text-align: right" title="Number of options, forfeited">(199,520</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left">$</td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zKnEUHEbd888" style="padding-bottom: 1.5pt; text-align: right" title="Weighted average exercise price, forfeited">1.0830</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><span id="xdx_904_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermForfeited2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z4jMJlQBFjTl" title="Weighted average remaining contractual term Forfeited">6.86</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: right">-</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Outstanding at March 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_ze0l4RfLWbz8" style="border-bottom: Black 2.5pt double; text-align: right" title="Number of options, ending outstanding">7,587,909</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left">$</td><td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z49gwD4mja4f" style="padding-bottom: 2.5pt; text-align: right" title="Weighted average exercise price, ending outstanding">1.5487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"><span id="xdx_907_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zVp547jfNWrc" title="Weighted average remaining contractual term ending outstanding">6.30</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double">$</td> <td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_zqCzHTEIuCf4" style="border-bottom: Black 2.5pt double; text-align: right" title="Aggregate intrinsic value, ending outstanding">8,185,321</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Vested and expected to vest at March 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_znC6lIeBYgc5" style="border-bottom: Black 2.5pt double; text-align: right" title="Number of options vested and expected to vest">7,587,909</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left">$</td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zGvgEqKwsJ16" style="padding-bottom: 2.5pt; text-align: right" title="Weighted average exercise price vested and expected to vest">1.5487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"><span id="xdx_90F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zaWpLSqjk9B5" title="Weighted average remaining contractual term vested and expected to vest">6.30</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double">$</td> <td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_zkJ9lJ2eRDxj" style="border-bottom: Black 2.5pt double; text-align: right" title="Aggregate intrinsic value vested and expected to vest">8,185,321</td> <td style="padding-bottom: 2.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Vested and exercisable at March 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zdQShgaJR433" style="border-bottom: Black 2.5pt double; text-align: right" title="Number of options vested and exercisable">5,763,126</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left">$</td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_z0vu0HuZUmw" style="padding-bottom: 2.5pt; text-align: right" title="Weighted average exercise price vested and exercisable">1.6830</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"><span id="xdx_90D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1_dtY_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_zWEclgdQmX33" title="Weighted average remaining contractual term vested and exercisable">5.54</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double">$</td> <td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1_iE_c20220401__20230331__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_fKDEp_za4M1RQvodhb" style="border-bottom: Black 2.5pt double; text-align: right" title="Aggregate intrinsic value vested and exercisable">6,990,741</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 27pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup id="xdx_F0B_zDQQnW8jEorf">(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span id="xdx_F16_zriTIeKaosBj" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $<span class="xdx_phnt_RGlzY2xvc3VyZSAtIFNDSEVEVUxFIE9GIFNUT0NLIE9QVElPTiBBQ1RJVklUSUVTIChEZXRhaWxzKSAoUGFyZW50aGV0aWNhbCkA" id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20230331_z0ah0Oxc9Rkj" title="Fair value exercise price">0.47</span> and $<span class="xdx_phnt_RGlzY2xvc3VyZSAtIFNDSEVEVUxFIE9GIFNUT0NLIE9QVElPTiBBQ1RJVklUSUVTIChEZXRhaWxzKSAoUGFyZW50aGV0aWNhbCkA" id="xdx_90B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20220331_zvM9XBS3f4q6" title="Fair value exercise price">2.27</span> per share, respectively.</span></td></tr></table> 7409714 2.3466 P5Y9M 567584 1713937 1.1007 P9Y11M12D 2240 0.7400 1333982 5.1150 P4Y9M29D 199520 1.0830 P6Y10M9D 7587909 1.5487 P6Y3M18D 8185321 7587909 1.5487 P6Y3M18D 8185321 5763126 1.6830 P5Y6M14D 6990741 0.47 2.27 <p id="xdx_899_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_zqLn8OR1qvDl" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31<b>:</b> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span id="xdx_8B6_z3I9GlXCs7d7" style="display: none">SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%">Exercise price ($)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember_zG7Et80dStV8">0.45</span> – <span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember_zlEi9EyphHA">2.27</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember_zS9cjOhopmSh" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.40</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-<span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember_zhir5o1hY9Na">3.98</span></span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Risk free interest rate (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_908_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MinimumMember_z8onSWbmSrWe">2.20</span> – <span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MaximumMember_zCErUKQmLxj3">4.40</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MinimumMember_zqEAGzOFQ2sk" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.34 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MaximumMember_zFM91XXRtwz1">2.32</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected term (Years)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20220401__20230331_z9GuTSAzrnP8">10.0</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210401__20220331__srt--RangeAxis__srt--MinimumMember_zE4IGYLaWdGl" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.0 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210401__20220331__srt--RangeAxis__srt--MaximumMember_zRj9naG4XSac">10.0</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected volatility (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MinimumMember_zkmjBJCjudk1">71</span> – <span id="xdx_90A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20220401__20230331__srt--RangeAxis__srt--MaximumMember_zfVvgRZYf9M1">121.2</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MinimumMember_zMnpRLr6TGi3" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">106.6 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20210401__20220331__srt--RangeAxis__srt--MaximumMember_zPLOliaHOy8l">129.9</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected dividend yield (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_pid_dp_uPure_c20220401__20230331_zc0t2twf8rKa" style="font: 10pt Times New Roman, Times, Serif; margin: 0" title="Expected dividend yield">0.00</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_pid_dp_uPure_c20210401__20220331_z5D5KttK7UH" style="text-align: right" title="Expected dividend yield">0.00</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Fair value of option ($)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MinimumMember_z3RwS8Rcwph6">0.36</span> – <span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20230331__srt--RangeAxis__srt--MaximumMember_zOqRvZJUeg02">1.995</span></p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MinimumMember_zGKuguoy80b6" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.19 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">– <span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20220331__srt--RangeAxis__srt--MaximumMember_zpZQJeyMIPvj">3.52</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected forfeiture (attrition) rate (%)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_986_ecustom--ExpectedForfeitureAttritionRates_pid_dp_uPure_c20220401__20230331_zOH5A1hNcyj" style="font: 10pt Times New Roman, Times, Serif; margin: 0" title="Expected forfeiture (attrition) rate">0.00</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--ExpectedForfeitureAttritionRates_pid_dp_uPure_c20210401__20220331_z8GBNCdNEeE2" style="text-align: right" title="Expected forfeiture (attrition) rate">0.00</td><td style="text-align: left"> </td></tr> </table> 0.45 2.27 2.40 3.98 0.0220 0.0440 0.0034 0.0232 P10Y P2Y P10Y 0.71 1.212 1.066 1.299 0.0000 0.0000 0.36 1.995 1.19 3.52 0.0000 0.0000 5000000 <p id="xdx_807_eus-gaap--IncomeTaxDisclosureTextBlock_zAe46aEE9x16" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>10. <span id="xdx_82D_zw4ZKnJbQpx7">INCOME TAXES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration: underline">Income taxes</span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The provision for income taxes differs from that computed at combined corporate tax rate of approximately <span id="xdx_90F_eus-gaap--EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate_pid_dp_uPure_c20220401__20230331_zMCEd5tgB9nh" title="Corporate tax rate">26%</span> as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Income tax recovery</b></span></p> <p id="xdx_893_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_zc5degft26p9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span id="xdx_8B2_zdZRMWa2vsxa" style="display: none">SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_499_20220401__20230331_zssD4vrgPr4i" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year ended</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>March 31, 2023</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_493_20210401__20220331_zJzDfzx9arQk" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"><p style="margin-top: 0; margin-bottom: 0">Year ended</p> <p style="margin-top: 0; margin-bottom: 0">March 31, 2022</p></td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--NetIncomeLoss_i_pp0p0" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left; padding-bottom: 1.5pt">Net loss</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 16%; text-align: right">(18,658,143</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 16%; text-align: right">(29,130,477</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--IncomeTaxReconciliationTaxExemptIncome_iN_di_msITEBzZam_zQw247u1OG9l" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected income tax recovery</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,851,117</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,573,924</td><td style="text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxReconciliationNondeductibleExpense_maITEBzZam_zhuBsjM0Bpp7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Non-deductible expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">648,813</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,645,962</td><td style="text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--IncomeTaxReconciliationOtherAdjustments_maITEBzZam_zMVKldT8TNQf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Other temporary differences</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,160</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(24,972</td><td style="text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_maITEBzZam_zlCk6wNAy4Pj" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Change in valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,206,464</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,952,934</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxExpenseBenefit_iT_mtITEBzZam_zYtDSC8SoBzh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Income tax recovery</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1966">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1967">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A8_zdrSmNVAwHx4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deferred tax assets</b></span></p> <p id="xdx_895_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_zA03bNgPkpJ6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span id="xdx_8BD_zldwlnCR6uJd" style="display: none">SCHEDULE OF DEFERRED TAX ASSETS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20230331_zADZSzKdJS5e" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As at <br/> March 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49D_20220331_zD8tp3VT8kk8" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As at <br/> March 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_401_eus-gaap--DeferredTaxAssetsOtherLossCarryforwards_iI_pp0p0_maDTANzytD_zLJM5q8dU6b6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left">Non-capital loss carry forwards</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">15,421,255</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">11,214,790</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DeferredTaxAssetsOther_iI_pp0p0_maDTANzytD_zJIwnZERCGs5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Other temporary differences</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">12,123</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,283</td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pp0p0_di_msDTANzytD_zUaWotSGxAu5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(15,433,378</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(11,231,073</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsNet_iTI_pp0p0_mtDTANzytD_zH4vljJY6rdk" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax assets</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1980">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1981">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A5_zvTzGC2np7sj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023 and 2022, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023 and 2022, the Company has approximately $59,312,517 and $<span id="xdx_90F_eus-gaap--OperatingLossCarryforwards_iI_pp0p0_c20220331_zZCtCLMcngu" title="Operating loss carry forwards">43,133,807</span>, respectively, of non-capital losses available to offset future taxable income. <span id="xdx_908_ecustom--OperatingLossCarryforwardsExpirationDateDescription_c20220401__20230331_zQ9ko4xKD6Nl" title="Operating loss carry forwards expiration date description">These losses will expire between 2035 to 2039.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of March 31, 2023, and 2022 the Company was not subject to any uncertain tax positions.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.26 <p id="xdx_893_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_zc5degft26p9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span id="xdx_8B2_zdZRMWa2vsxa" style="display: none">SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_499_20220401__20230331_zssD4vrgPr4i" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year ended</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>March 31, 2023</b></span></p></td><td style="padding-bottom: 1.5pt"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_493_20210401__20220331_zJzDfzx9arQk" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"><p style="margin-top: 0; margin-bottom: 0">Year ended</p> <p style="margin-top: 0; margin-bottom: 0">March 31, 2022</p></td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--NetIncomeLoss_i_pp0p0" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left; padding-bottom: 1.5pt">Net loss</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 16%; text-align: right">(18,658,143</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 16%; text-align: right">(29,130,477</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--IncomeTaxReconciliationTaxExemptIncome_iN_di_msITEBzZam_zQw247u1OG9l" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected income tax recovery</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,851,117</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,573,924</td><td style="text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxReconciliationNondeductibleExpense_maITEBzZam_zhuBsjM0Bpp7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Non-deductible expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">648,813</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,645,962</td><td style="text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--IncomeTaxReconciliationOtherAdjustments_maITEBzZam_zMVKldT8TNQf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Other temporary differences</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,160</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(24,972</td><td style="text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_maITEBzZam_zlCk6wNAy4Pj" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Change in valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,206,464</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,952,934</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxExpenseBenefit_iT_mtITEBzZam_zYtDSC8SoBzh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Income tax recovery</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1966">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1967">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> -18658143 -29130477 4851117 7573924 648813 3645962 -4160 -24972 4206464 3952934 <p id="xdx_895_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_zA03bNgPkpJ6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span id="xdx_8BD_zldwlnCR6uJd" style="display: none">SCHEDULE OF DEFERRED TAX ASSETS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20230331_zADZSzKdJS5e" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As at <br/> March 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49D_20220331_zD8tp3VT8kk8" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As at <br/> March 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_401_eus-gaap--DeferredTaxAssetsOtherLossCarryforwards_iI_pp0p0_maDTANzytD_zLJM5q8dU6b6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left">Non-capital loss carry forwards</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">15,421,255</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">11,214,790</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DeferredTaxAssetsOther_iI_pp0p0_maDTANzytD_zJIwnZERCGs5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Other temporary differences</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">12,123</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,283</td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pp0p0_di_msDTANzytD_zUaWotSGxAu5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(15,433,378</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(11,231,073</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsNet_iTI_pp0p0_mtDTANzytD_zH4vljJY6rdk" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax assets</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1980">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1981">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> 15421255 11214790 12123 16283 15433378 11231073 43133807 These losses will expire between 2035 to 2039. <p id="xdx_804_eus-gaap--CommitmentsAndContingenciesDisclosureTextBlock_zZkfLbwDnV7f" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>11. <span id="xdx_82E_zpFGHnR0o4tk">COMMITMENTS AND CONTINGENCIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">There are no claims against the Company that were assessed as significant, which were outstanding as at March 31, 2023 and, consequently, no provision for such has been recognized in the consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>BIOTRICITY INC. </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Notes to Consolidated Financial Statements</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>Years ended March 31, 2023 and 2022</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>(Expressed in US Dollars)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_802_eus-gaap--LesseeOperatingLeasesTextBlock_zTdyh2GQZ2T7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12. <span id="xdx_82C_z420DSUQH1V8">OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has one operating lease primarily for office and administration.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During December 2021, the Company entered into a new lease agreement. The Company paid $<span id="xdx_905_eus-gaap--LeaseDepositLiability_iI_c20211231__us-gaap--TypeOfArrangementAxis__custom--NewLeaseAgreementMember_zRuQSLUVEO4d" title="Lease deposit liability">85,000</span> deposit that would be returned at the end of the lease. In December 2022, the Company started a new lease with an additional suite in the same premise as the existing lease.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is <span id="xdx_908_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_uPure_c20230331_zbN1QrWgNYh1" title="Weighted average rate">11.4%</span>.</span></p> <p id="xdx_890_ecustom--OperatingLeasesOfLesseeTableTextBlock_zNU4ssQJGSQf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8B6_zSyflWIujLS6" style="display: none">SCHEDULE OF OPERATING LEASES OBLIGATIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 60%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="padding-bottom: 1.5pt; text-align: center">2023</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">2022</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Right of Use Asset</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%">Beginning balance at March 31</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLeaseRightOfUseAsset_iS_c20220401__20230331_zjKk0nmAs3ke" style="width: 16%; text-align: right" title="Operating lease right-of-use asset, beginning balance">1,242,700</td> <td style="width: 1%"> </td> <td style="width: 2%"> </td> <td style="width: 1%"> </td> <td id="xdx_98A_eus-gaap--OperatingLeaseRightOfUseAsset_iS_c20210401__20220331_zX9MFl87WTJ9" style="text-align: right; width: 16%" title="Operating lease right-of-use asset, beginning balance">66,120</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New leases</td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--OperatingLeaseRightOfUseAssetNewLeases_c20220401__20230331_z3LHrQU64Mb6" style="text-align: right" title="Operating lease right-of-use asset, beginning balance">685,099</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_ecustom--OperatingLeaseRightOfUseAssetNewLeases_c20210401__20220331_zOAdUPD2DIda" style="text-align: right" title="Operating lease right-of-use asset, beginning balance">1,308,731</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLeaseRightOfUseAssetAmortizationExpense_iN_di_c20220401__20230331_zcsReMW27Noe" style="border-bottom: Black 1.5pt solid; text-align: right" title="Operating lease right-of-use asset, beginning balance">(340,307</td> <td style="padding-bottom: 1.5pt">)</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid"> </td> <td id="xdx_98F_eus-gaap--OperatingLeaseRightOfUseAssetAmortizationExpense_iN_di_c20210401__20220331_zeEDKmK7C0wi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Operating lease right-of-use asset, beginning balance">(132,151</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Ending balance at March 31</td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLeaseRightOfUseAsset_iE_c20220401__20230331_zVlFA6Ezelz8" style="border-bottom: Black 2.5pt double; text-align: right" title="Operating lease right-of-use asset, beginning balance">1,587,492</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double"> </td> <td id="xdx_983_eus-gaap--OperatingLeaseRightOfUseAsset_iE_c20210401__20220331_zEDuYloohCP2" style="border-bottom: Black 2.5pt double; text-align: right" title="Operating lease right-of-use asset, beginning balance">1,242,700</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 60%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="padding-bottom: 1.5pt; text-align: center">2023</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">2022</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Lease Liability</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%">Beginning balance at March 31</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLeaseLiability_iS_c20220401__20230331_zoLsH6tqYFVb" style="width: 16%; text-align: right" title="Operating lease liability, beginning balance">1,330,338</td> <td style="width: 1%"> </td> <td style="width: 2%"> </td> <td style="width: 1%"> </td> <td id="xdx_988_eus-gaap--OperatingLeaseLiability_iS_c20210401__20220331_zLA9ZXWzLmvk" style="text-align: right; width: 16%" title="Operating lease liability, beginning balance">58,257</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New leases</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--OperatingLeaseNewLeases_c20220401__20230331_z1wUKjPrxE5c" style="text-align: right" title="Operating lease liability, beginning balance">685,099</td> <td> </td> <td> </td> <td> </td> <td id="xdx_981_ecustom--OperatingLeaseNewLeases_c20210401__20220331_z7OnGLHQg2Xg" style="text-align: right" title="Operating lease liability, beginning balance">1,308,731</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Repayment and interest accretion</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_ecustom--OperatingLeaseRepaymentAndInterestAccretion_iN_di_c20220401__20230331_zOiZ2Vv7paGf" style="border-bottom: Black 1.5pt solid; text-align: right" title="Operating lease liability, beginning balance">(293,342</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--OperatingLeaseRepaymentAndInterestAccretion_iN_di_c20210401__20220331_z2e40wJv7OZ9" style="text-align: right" title="Operating lease liability, beginning balance">(36,650</td><td style="padding-bottom: 1.5pt; text-align: right">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Ending balance at March 31</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLeaseLiability_iE_c20220401__20230331_zRHcTjWXF11d" style="border-bottom: Black 2.5pt double; text-align: right" title="Operating lease liability, beginning balance">1,722,095</td> <td> </td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--OperatingLeaseLiability_iE_c20210401__20220331_zPv12KGn1A7k" style="text-align: right" title="Operating lease liability, beginning balance">1,330,338</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right" title="Operating lease liability, beginning balance"> </td> <td> </td> <td> </td> <td> </td> <td> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Current portion of operating lease liability</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLeaseLiabilityCurrent_iI_c20230331_zJeiDNFFuaEb" style="text-align: right" title="Operating lease liability, beginning balance">335,608</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--OperatingLeaseLiabilityCurrent_iI_c20220331_z3frg0EjhbJ6" style="text-align: right" title="Operating lease liability, beginning balance">210,320</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Noncurrent portion of operating lease liability</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_c20230331_znVZN6pX5BJk" style="text-align: right" title="Operating lease liability, beginning balance">1,386,487</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_c20220331_zyA0CWQktLJe" style="text-align: right" title="Operating lease liability, beginning balance">1,120,018</td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8AD_zxUPSCq9cmw8" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The operating lease expense was $<span id="xdx_90F_eus-gaap--OperatingLeaseExpense_c20220401__20230331__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingGeneralAndAdministrativeExpensesMember_ztU8Etq9TNB8" title="Operating lease expense">405,496</span> for the year ended March 31, 2023 (2022: $<span id="xdx_901_eus-gaap--OperatingLeaseExpense_c20210401__20220331__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingGeneralAndAdministrativeExpensesMember_zhuagrW0OCXk" title="Operating lease expense">293,888</span>) and included in the selling, general and administrative expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89B_ecustom--ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationTableTextBlock_zPvg7HUmt9i2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2023:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8BB_zfUkEtJaO3pj" style="display: none">SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 60%"> <tr style="display: none; vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left; font-weight: bold">Calendar year</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49A_20230331_z1P2B4BlQes7" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left; font-weight: bold">Calendar year</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr id="xdx_406_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_maLOLLPzTPy_zNv94GsQQujj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">2023</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 20%; text-align: right">394,214</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_maLOLLPzTPy_zqRoQaNb2uTh" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">552,293</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_maLOLLPzTPy_zumP3fXKI437" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">600,288</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_maLOLLPzTPy_zwVE9Dt7gFMa" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">565,359</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_ecustom--LesseeOperatingLeaseLiabilityPaymentsDueYearFiveAndBeyond_iI_maLOLLPzTPy_zgA60qWmRp7i" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">2027 and beyond</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl2051">-</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iTI_mtLOLLPzTPy_zagU8MBZaWgf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Total undiscounted lease liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,112,154</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iNI_di_zdgHsrUtpNHg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(390,059</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_402_eus-gaap--OperatingLeaseLiability_iTI_zNgk2BkNXpaa" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,722,095</span></td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A5_zAKyuTTMjNuk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 85000 0.114 <p id="xdx_890_ecustom--OperatingLeasesOfLesseeTableTextBlock_zNU4ssQJGSQf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8B6_zSyflWIujLS6" style="display: none">SCHEDULE OF OPERATING LEASES OBLIGATIONS</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 60%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="padding-bottom: 1.5pt; text-align: center">2023</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">2022</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Right of Use Asset</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%">Beginning balance at March 31</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLeaseRightOfUseAsset_iS_c20220401__20230331_zjKk0nmAs3ke" style="width: 16%; text-align: right" title="Operating lease right-of-use asset, beginning balance">1,242,700</td> <td style="width: 1%"> </td> <td style="width: 2%"> </td> <td style="width: 1%"> </td> <td id="xdx_98A_eus-gaap--OperatingLeaseRightOfUseAsset_iS_c20210401__20220331_zX9MFl87WTJ9" style="text-align: right; width: 16%" title="Operating lease right-of-use asset, beginning balance">66,120</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New leases</td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--OperatingLeaseRightOfUseAssetNewLeases_c20220401__20230331_z3LHrQU64Mb6" style="text-align: right" title="Operating lease right-of-use asset, beginning balance">685,099</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_ecustom--OperatingLeaseRightOfUseAssetNewLeases_c20210401__20220331_zOAdUPD2DIda" style="text-align: right" title="Operating lease right-of-use asset, beginning balance">1,308,731</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLeaseRightOfUseAssetAmortizationExpense_iN_di_c20220401__20230331_zcsReMW27Noe" style="border-bottom: Black 1.5pt solid; text-align: right" title="Operating lease right-of-use asset, beginning balance">(340,307</td> <td style="padding-bottom: 1.5pt">)</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid"> </td> <td id="xdx_98F_eus-gaap--OperatingLeaseRightOfUseAssetAmortizationExpense_iN_di_c20210401__20220331_zeEDKmK7C0wi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Operating lease right-of-use asset, beginning balance">(132,151</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Ending balance at March 31</td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLeaseRightOfUseAsset_iE_c20220401__20230331_zVlFA6Ezelz8" style="border-bottom: Black 2.5pt double; text-align: right" title="Operating lease right-of-use asset, beginning balance">1,587,492</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double"> </td> <td id="xdx_983_eus-gaap--OperatingLeaseRightOfUseAsset_iE_c20210401__20220331_zEDuYloohCP2" style="border-bottom: Black 2.5pt double; text-align: right" title="Operating lease right-of-use asset, beginning balance">1,242,700</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 60%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="padding-bottom: 1.5pt; text-align: center">2023</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">2022</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Lease Liability</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%">Beginning balance at March 31</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLeaseLiability_iS_c20220401__20230331_zoLsH6tqYFVb" style="width: 16%; text-align: right" title="Operating lease liability, beginning balance">1,330,338</td> <td style="width: 1%"> </td> <td style="width: 2%"> </td> <td style="width: 1%"> </td> <td id="xdx_988_eus-gaap--OperatingLeaseLiability_iS_c20210401__20220331_zLA9ZXWzLmvk" style="text-align: right; width: 16%" title="Operating lease liability, beginning balance">58,257</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">New leases</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--OperatingLeaseNewLeases_c20220401__20230331_z1wUKjPrxE5c" style="text-align: right" title="Operating lease liability, beginning balance">685,099</td> <td> </td> <td> </td> <td> </td> <td id="xdx_981_ecustom--OperatingLeaseNewLeases_c20210401__20220331_z7OnGLHQg2Xg" style="text-align: right" title="Operating lease liability, beginning balance">1,308,731</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Repayment and interest accretion</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_ecustom--OperatingLeaseRepaymentAndInterestAccretion_iN_di_c20220401__20230331_zOiZ2Vv7paGf" style="border-bottom: Black 1.5pt solid; text-align: right" title="Operating lease liability, beginning balance">(293,342</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--OperatingLeaseRepaymentAndInterestAccretion_iN_di_c20210401__20220331_z2e40wJv7OZ9" style="text-align: right" title="Operating lease liability, beginning balance">(36,650</td><td style="padding-bottom: 1.5pt; text-align: right">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Ending balance at March 31</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLeaseLiability_iE_c20220401__20230331_zRHcTjWXF11d" style="border-bottom: Black 2.5pt double; text-align: right" title="Operating lease liability, beginning balance">1,722,095</td> <td> </td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--OperatingLeaseLiability_iE_c20210401__20220331_zPv12KGn1A7k" style="text-align: right" title="Operating lease liability, beginning balance">1,330,338</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right" title="Operating lease liability, beginning balance"> </td> <td> </td> <td> </td> <td> </td> <td> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Current portion of operating lease liability</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLeaseLiabilityCurrent_iI_c20230331_zJeiDNFFuaEb" style="text-align: right" title="Operating lease liability, beginning balance">335,608</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--OperatingLeaseLiabilityCurrent_iI_c20220331_z3frg0EjhbJ6" style="text-align: right" title="Operating lease liability, beginning balance">210,320</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Noncurrent portion of operating lease liability</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_c20230331_znVZN6pX5BJk" style="text-align: right" title="Operating lease liability, beginning balance">1,386,487</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_c20220331_zyA0CWQktLJe" style="text-align: right" title="Operating lease liability, beginning balance">1,120,018</td><td style="text-align: left"> </td></tr> </table> 1242700 66120 685099 1308731 340307 132151 1587492 1242700 1330338 58257 685099 1308731 293342 36650 1722095 1330338 335608 210320 1386487 1120018 405496 293888 <p id="xdx_89B_ecustom--ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationTableTextBlock_zPvg7HUmt9i2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2023:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8BB_zfUkEtJaO3pj" style="display: none">SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 60%"> <tr style="display: none; vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left; font-weight: bold">Calendar year</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49A_20230331_z1P2B4BlQes7" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left; font-weight: bold">Calendar year</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center">$</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr id="xdx_406_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_maLOLLPzTPy_zNv94GsQQujj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">2023</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 20%; text-align: right">394,214</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_maLOLLPzTPy_zqRoQaNb2uTh" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">552,293</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_maLOLLPzTPy_zumP3fXKI437" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">600,288</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_maLOLLPzTPy_zwVE9Dt7gFMa" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">565,359</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_ecustom--LesseeOperatingLeaseLiabilityPaymentsDueYearFiveAndBeyond_iI_maLOLLPzTPy_zgA60qWmRp7i" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">2027 and beyond</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl2051">-</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iTI_mtLOLLPzTPy_zagU8MBZaWgf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Total undiscounted lease liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,112,154</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iNI_di_zdgHsrUtpNHg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(390,059</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_402_eus-gaap--OperatingLeaseLiability_iTI_zNgk2BkNXpaa" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,722,095</span></td><td style="text-align: left"> </td></tr> </table> 394214 552293 600288 565359 2112154 390059 1722095 <p id="xdx_80E_eus-gaap--PropertyPlantAndEquipmentDisclosureTextBlock_zvLqah8vImCb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">13. <b><span id="xdx_82B_znCkc7eBguz2">PROPERTY AND EQUIPMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year-ended March 31, 2022, the Company purchased leasehold improvements of $<span id="xdx_907_eus-gaap--LeaseholdImprovementsGross_iI_c20220331_zzQRe8nWoT2c" title="Leasehold improvements">12,928</span> (useful life: <span id="xdx_90C_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zogYyN8ZgAKj" title="Leasehold improvements useful life">5 years</span>) as well as furniture &amp; fixtures of $<span id="xdx_906_eus-gaap--FurnitureAndFixturesGross_iI_c20220331_zjS9QHvr4Pwd" title="Furniture &amp; fixtures">16,839</span> (useful life: <span id="xdx_900_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_c20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--FurnitureAndFixturesMember_zXXEHSAZmwId" title="Furniture &amp; fixtures useful life">5 years</span>). There were <span id="xdx_900_eus-gaap--PaymentsForProceedsFromProductiveAssets_do_c20220401__20230331_z9cW7DZaiQ7g" title="Purchase of property plant and equipment">no</span> purchases of property and equipment during the fiscal year ended March 31, 2023. The Company recognized depreciation expense for these assets in the amount of $<span id="xdx_906_eus-gaap--Depreciation_c20220401__20230331_zq1n6fEm715h" title="Depreciation expenses">5,953</span> and $<span id="xdx_90C_eus-gaap--Depreciation_c20210401__20220331_zKbUblr820ji" title="Depreciation expenses">2,308</span> during the years ended March 31, 2023 and 2022, respectively.</span></p> <p id="xdx_89F_eus-gaap--PropertyPlantAndEquipmentTextBlock_z4CQtvJGVnNe" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8B9_z8D09vnVJJF7" style="display: none">SCHEDULE OF PROPERTY AND EQUIPMENT</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Cost</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Office equipment</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Leasehold improvement</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at March 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zj956c1UlWM8" style="text-align: right" title="Cost, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2077">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_z3B3z4H5fo69" style="text-align: right" title="Cost, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2079">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20210401__20220331_zGsM3vXwM5jd" style="text-align: right" title="Cost, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2081">—</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Additions</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--PropertyPlantAndEquipmentAdditions_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zznk1uNEzybi" style="text-align: right" title="Additions">16,839</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentAdditions_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zknNLNHjTYah" style="text-align: right" title="Additions">12,928</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--PropertyPlantAndEquipmentAdditions_c20210401__20220331_zlOVllp9i2v8" style="text-align: right" title="Additions">29,767</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%">Balance at March 31, 2022</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_z7Z17jxQWlO2" style="width: 12%; text-align: right" title="Cost, beginning balance">16,839</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zxLLm39iKMY7" style="width: 12%; text-align: right" title="Cost, beginning balance">12,928</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20220401__20230331_zkDtgdjCt0Qf" style="width: 12%; text-align: right" title="Cost, beginning balance">29,767</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Additions</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--PropertyPlantAndEquipmentAdditions_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zBBxHS81NFg1" style="border-bottom: Black 1.5pt solid; text-align: right" title="Additions"><span style="-sec-ix-hidden: xdx2ixbrl2095">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_986_eus-gaap--PropertyPlantAndEquipmentAdditions_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zLd6xj6w3eHi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Additions"><span style="-sec-ix-hidden: xdx2ixbrl2097">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--PropertyPlantAndEquipmentAdditions_c20220401__20230331_zva8eItah1C" style="border-bottom: Black 1.5pt solid; text-align: right" title="Additions"><span style="-sec-ix-hidden: xdx2ixbrl2099">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance at March 31, 2023</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentGross_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zl53KgRGyqy3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Cost, ending balance">16,839</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_987_eus-gaap--PropertyPlantAndEquipmentGross_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zoujIcfHVUP7" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Cost, ending balance">12,928</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_981_eus-gaap--PropertyPlantAndEquipmentGross_iE_c20220401__20230331_zj02LYUlq9Le" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Cost, ending balance">29,767</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Accumulated depreciation</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Office equipment</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Leasehold improvement</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at March 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_z77su1WIsWf7" style="text-align: right" title="Accumulated depreciation, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2107">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_ztt9Im60QZj8" style="text-align: right" title="Accumulated depreciation, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2109">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20210401__20220331_zRo1otRU8893" style="text-align: right" title="Accumulated depreciation, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2111">—</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Depreciation for the year</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--Depreciation_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zkmePs2YE8Rf" style="text-align: right" title="Depreciation">1,308</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--Depreciation_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_z4q8nuvU7AJj" style="text-align: right" title="Depreciation">1,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--Depreciation_c20210401__20220331_zIbcRAvwzoq4" style="text-align: right" title="Depreciation">2,308</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%">Balance at March 31, 2022</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zVTKNrM6BIrh" style="width: 12%; text-align: right" title="Accumulated depreciation, beginning balance">1,308</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98B_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zSdJtDnRKfke" style="width: 12%; text-align: right" title="Accumulated depreciation, beginning balance">1,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20220401__20230331_zjUpkrptLFZh" style="width: 12%; text-align: right" title="Accumulated depreciation, beginning balance">2,308</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Depreciation for the year</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--Depreciation_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zmxTxV6difJd" style="border-bottom: Black 1.5pt solid; text-align: right" title="Depreciation">3,367</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_986_eus-gaap--Depreciation_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zMvqPLzsOMb" style="border-bottom: Black 1.5pt solid; text-align: right" title="Depreciation">2,586</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--Depreciation_c20220401__20230331_zkaMZ9HagOG6" style="border-bottom: Black 1.5pt solid; text-align: right" title="Depreciation">5,953</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance at March 31, 2023</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98D_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zeGViAy2PWO2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Accumulated depreciation, ending balance">4,675</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_985_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zDXsxgNs6VV5" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Accumulated depreciation, ending balance">3,586</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_986_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iE_c20220401__20230331_zNqfsrbJRF4a" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Accumulated depreciation, ending balance">8,261</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">Net book value</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Balance at March 31, 2022</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--PropertyPlantAndEquipmentNet_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_ztjbZj9YIfyl" style="border-bottom: Black 1.5pt solid; text-align: right" title="Net book value, beginning balance">15,531</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--PropertyPlantAndEquipmentNet_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zdvJslBFhdWb" style="border-bottom: Black 1.5pt solid; text-align: right" title="Net book value, beginning balance">11,928</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--PropertyPlantAndEquipmentNet_iS_c20220401__20230331_z6l8LhKEkU93" style="border-bottom: Black 1.5pt solid; text-align: right" title="Net book value, beginning balance">27,459</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance at March 31, 2023</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentNet_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zybX4ii9p7Wh" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Net book value, ending balance">12,164</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98C_eus-gaap--PropertyPlantAndEquipmentNet_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zJf13QB8Ue2e" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Net book value, ending balance">9,432</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iE_c20220401__20230331_zh9GpEY8N1tg" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Net book value, ending balance">21,506</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td></tr> </table> <p id="xdx_8A7_zZPE34apUFq9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> 12928 P5Y 16839 P5Y 0 5953 2308 <p id="xdx_89F_eus-gaap--PropertyPlantAndEquipmentTextBlock_z4CQtvJGVnNe" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span id="xdx_8B9_z8D09vnVJJF7" style="display: none">SCHEDULE OF PROPERTY AND EQUIPMENT</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Cost</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Office equipment</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Leasehold improvement</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at March 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zj956c1UlWM8" style="text-align: right" title="Cost, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2077">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_z3B3z4H5fo69" style="text-align: right" title="Cost, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2079">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20210401__20220331_zGsM3vXwM5jd" style="text-align: right" title="Cost, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2081">—</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Additions</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--PropertyPlantAndEquipmentAdditions_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zznk1uNEzybi" style="text-align: right" title="Additions">16,839</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentAdditions_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zknNLNHjTYah" style="text-align: right" title="Additions">12,928</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--PropertyPlantAndEquipmentAdditions_c20210401__20220331_zlOVllp9i2v8" style="text-align: right" title="Additions">29,767</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%">Balance at March 31, 2022</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_z7Z17jxQWlO2" style="width: 12%; text-align: right" title="Cost, beginning balance">16,839</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zxLLm39iKMY7" style="width: 12%; text-align: right" title="Cost, beginning balance">12,928</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iS_c20220401__20230331_zkDtgdjCt0Qf" style="width: 12%; text-align: right" title="Cost, beginning balance">29,767</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Additions</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--PropertyPlantAndEquipmentAdditions_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zBBxHS81NFg1" style="border-bottom: Black 1.5pt solid; text-align: right" title="Additions"><span style="-sec-ix-hidden: xdx2ixbrl2095">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_986_eus-gaap--PropertyPlantAndEquipmentAdditions_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zLd6xj6w3eHi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Additions"><span style="-sec-ix-hidden: xdx2ixbrl2097">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--PropertyPlantAndEquipmentAdditions_c20220401__20230331_zva8eItah1C" style="border-bottom: Black 1.5pt solid; text-align: right" title="Additions"><span style="-sec-ix-hidden: xdx2ixbrl2099">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance at March 31, 2023</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentGross_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zl53KgRGyqy3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Cost, ending balance">16,839</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_987_eus-gaap--PropertyPlantAndEquipmentGross_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zoujIcfHVUP7" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Cost, ending balance">12,928</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_981_eus-gaap--PropertyPlantAndEquipmentGross_iE_c20220401__20230331_zj02LYUlq9Le" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Cost, ending balance">29,767</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Accumulated depreciation</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Office equipment</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Leasehold improvement</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">$</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at March 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_z77su1WIsWf7" style="text-align: right" title="Accumulated depreciation, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2107">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_ztt9Im60QZj8" style="text-align: right" title="Accumulated depreciation, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2109">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20210401__20220331_zRo1otRU8893" style="text-align: right" title="Accumulated depreciation, beginning balance"><span style="-sec-ix-hidden: xdx2ixbrl2111">—</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Depreciation for the year</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_eus-gaap--Depreciation_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zkmePs2YE8Rf" style="text-align: right" title="Depreciation">1,308</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--Depreciation_c20210401__20220331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_z4q8nuvU7AJj" style="text-align: right" title="Depreciation">1,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--Depreciation_c20210401__20220331_zIbcRAvwzoq4" style="text-align: right" title="Depreciation">2,308</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%">Balance at March 31, 2022</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zVTKNrM6BIrh" style="width: 12%; text-align: right" title="Accumulated depreciation, beginning balance">1,308</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98B_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zSdJtDnRKfke" style="width: 12%; text-align: right" title="Accumulated depreciation, beginning balance">1,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iS_c20220401__20230331_zjUpkrptLFZh" style="width: 12%; text-align: right" title="Accumulated depreciation, beginning balance">2,308</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Depreciation for the year</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--Depreciation_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zmxTxV6difJd" style="border-bottom: Black 1.5pt solid; text-align: right" title="Depreciation">3,367</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_986_eus-gaap--Depreciation_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zMvqPLzsOMb" style="border-bottom: Black 1.5pt solid; text-align: right" title="Depreciation">2,586</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--Depreciation_c20220401__20230331_zkaMZ9HagOG6" style="border-bottom: Black 1.5pt solid; text-align: right" title="Depreciation">5,953</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance at March 31, 2023</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98D_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zeGViAy2PWO2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Accumulated depreciation, ending balance">4,675</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_985_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zDXsxgNs6VV5" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Accumulated depreciation, ending balance">3,586</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_986_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iE_c20220401__20230331_zNqfsrbJRF4a" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Accumulated depreciation, ending balance">8,261</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">Net book value</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Balance at March 31, 2022</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--PropertyPlantAndEquipmentNet_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_ztjbZj9YIfyl" style="border-bottom: Black 1.5pt solid; text-align: right" title="Net book value, beginning balance">15,531</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--PropertyPlantAndEquipmentNet_iS_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zdvJslBFhdWb" style="border-bottom: Black 1.5pt solid; text-align: right" title="Net book value, beginning balance">11,928</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--PropertyPlantAndEquipmentNet_iS_c20220401__20230331_z6l8LhKEkU93" style="border-bottom: Black 1.5pt solid; text-align: right" title="Net book value, beginning balance">27,459</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance at March 31, 2023</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentNet_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zybX4ii9p7Wh" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Net book value, ending balance">12,164</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98C_eus-gaap--PropertyPlantAndEquipmentNet_iE_c20220401__20230331__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zJf13QB8Ue2e" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Net book value, ending balance">9,432</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: left"> </td><td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iE_c20220401__20230331_zh9GpEY8N1tg" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: right" title="Net book value, ending balance">21,506</td><td style="padding-bottom: 1.5pt; font-weight: bold; text-align: left"> </td></tr> </table> 16839 12928 29767 16839 12928 29767 16839 12928 29767 1308 1000 2308 1308 1000 2308 3367 2586 5953 4675 3586 8261 15531 11928 27459 12164 9432 21506 <p id="xdx_806_eus-gaap--SubsequentEventsTextBlock_znHl50A0UU3" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>14. <span id="xdx_824_zLikj14DK5bc" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">SUBSEQUENT EVENTS</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span>The Company’s management has evaluated subsequent events up to June 29, 2023, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the period from April 1 to June 29, 2023, the following events occurred:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company issued a further $<span id="xdx_908_eus-gaap--DebtInstrumentFaceAmount_iI_pn6n6_c20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zDXh5I7fbi6d" title="Debt instrument, face amount">1</span> million (face value) Series C Notes, which are convertible promissory notes sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at <span id="xdx_90C_eus-gaap--DebtInstrumentInterestRateEffectivePercentage_iI_pid_dp_uPure_c20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zCDv64zi5eqh" title="Debt interest rate, percentage">15</span>% per annum. For additional information, please see Note 5 – Convertible Promissory Notes and Short Term Loans.</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company entered into a secured revolving account purchase credit and inventory financing facility with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. <span id="xdx_90F_eus-gaap--LineOfCreditFacilityRevolvingCreditConversionToTermLoanDescription_c20230401__20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_ztPA2fgCvWt6" title="Revolving credit conversion to term loan, description">In selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $<span id="xdx_906_eus-gaap--FinancingReceivableRevolvingConvertedToTermLoan_iI_pn6n6_c20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z5yJJLCQ2rZh" title="Financing receivable, revolving, converted to term loan">1</span> million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $<span id="xdx_90B_eus-gaap--LineOfCreditFacilityCapacityAvailableForTradePurchases_iI_pn5n6_c20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zKn3pDD8PUu4" title="Inventory financing facilities">0.3</span> million, or a 40% maximum of inventory balances. On June 29, 2023, the Company had drawn $<span id="xdx_900_eus-gaap--IncreaseDecreaseInAccountsReceivable_pn5n6_c20230401__20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zVP42gvzCSw9" title="Increase decrease in accounts receivable">0.8</span> million in accounts receivable financing and $<span id="xdx_90B_eus-gaap--LineOfCreditFacilityCapacityAvailableForTradePurchases_iI_pn5n6_c20230629__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zJmkbiqwblrl" title="Inventory financing facilities">0.3</span> million in inventory financing</span>.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> 1000000 0.15 In selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. On June 29, 2023, the Company had drawn $0.8 million in accounts receivable financing and $0.3 million in inventory financing 1000000 300000 800000 300000 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of March 31, 2023 and 2022 of $0.47 and $2.27 per share, respectively. EXCEL 73 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

BS!U $'#) J=MACQ(2 M8FS&&1YPALN-5#+PSO_MX=W%M(<)F>'=FW\..IYT8@R&&XAM$P1C& MEL(P/8JNKY<7;Y?7R[OEE1FJE0F_E;1?RUL_YI8?\9$$N6//92I7^0 I+O<@ MS-*$W2=IHEI*!.+_("-QC9NY8\L9T]05 ^0CXG90@[ M*;*D*(1\1CF KKFJV JI4%7!4L'REX \;I!X+I^. Q(-\2>ZXR66]SR M+/X:T4HHKF6S8=B&T(Q:YU#L."'!VC88.)DXX[O0LBVVTVU;HE(.30X2]VFR M867C5$P/+&PO53K#4NKYCK;PNAW!#B5CZ]X2,;8S<5\Q=);>B%;G6HPA-P/] MH.B6;NC[(1[18[@E9FQGYG=\#8N>IL]HLV>2Y8J7F=LYXH%YH76"#@,GU-3$ MU^WZK5'+P,3.P'(Z8Y@[K:>=<"VI:,] 8B!8&OIN..R#3(;0M3EXI!$B M+1$3>S-9BX6OT'#CHU75N^5B>?5A\9<1MI6/O[GE?R5O_?!;UB5VUKV1_(%# MI01Z52+^/$6/+-T;VP%B(,KA-ME,^@!;%B5V%EV(+!/Y"[H?G5,XGB!U9 UT M"CG@38&LRW^([15HA.0_B(:!9E#H/9/Q]G"=5*F(WE?D%"V+HA1*53.\5X6" MAS+EXF;:+8-5?X,\/'7<8 I)5%FZT33$SA3ZQF,GFD*S5>QX=?>8/D_KIN5+ MO&7YAE>JK9ZI; GPU/7]:8##'J CYVDJ0V0N#";5X.&A0#>981*,: O2:@MB MUQ:K.D0ET#U'2;7N )I.@R82#,\A#CI+$7N5+O0U?TCBQ'B+2'49<@*TZ(%F(D/R-]E&U*$!=D?X MG[::A=HU2\VAW\Y/5!;8:P6#H?U:@79NQNUJ9L6K.]T+U++EJBI)?[_GV3V7QMIB]_FM,N&UO/57 MH%5)]+55$GU5E?1:WOKAMRJ)OI9*:AQUWX,,>W>#R9!:9YWW<05M9&L#O#P)(L/E0OOT[O.V= M_P]02P,$% @ LHO=5K_"2-N7 P M.' 2K &V1XR=6?+>$JD.N4[4^PYD"A/2A/3MBS/3 G-C,4LO[;BBQD[ MR(1FL.)('-*4\/^>(6&GN8&-UPM?Z2Z6^H*YF.W)#M8@O^U77)V9E4I$4\@$ M91GBL)T;'_'3$D]U0A[QG<))G!TC7OBMD0 4N6_$4C&<^-P$ 1;,DAD5_9Z0\H"YIH MO9 E(O^/3D7LQ#=0>!"2I66R(DAI5GR2'^5$G"5@]TJ"72;88Q.<,L')"RW( M\K(^$4D6,\Y.B.MHI:8/\KG)LU4U--./<2VYNDM5GEPL62980B,B(4+/)"%9 M"&BMY03Z;44X9#(&24.2_([>HU^1B42LKHJ9*=7H6L,,RY&>BY'L*R-](?P1 M.?@!V9;M=*0OQZ?;S713U5P5;E>%V[F>>T5OI5X7X%Q5K>8X?'E >\+1D20' MZ"JMT/)S+=T9QX7U:%EX9A[/*QB*:H Z%:AS&VCQ ! YR)AQ^C]$7<"%IG>& M@JWB[X)Y1& #VZVPW5[L)4M3U:9C)M<=-;E#40W*244YN8%RU,Q.VA-F3SJG M=DQD@]JKJ+V;J1\0%>+0C>RU0";8A=S_-Q<($^'-<@GU;DT]'D MKV^U9&@#/2_)M(5B.[Y>J1O [2AL.P'VNWFQ5=N0U4N\!DX5Y$=4+W?KG/[O M+Y!N@/_3:3B]FOH;T)/8DQ#FAOJ*(X ?P5B\^P5[UH=._WDCM>8,G!DQ?D-# M*L6&%LW!L"9L;9[X1O<7;5W%K \7]#GH-=V#I*56'F-M1/)^/[VI>WNE;N[>-U)K%EX[,NZW MY!N[UQO7O4-A3=C:C7&_'=_9O6V?G4Z#KOX=#FR"UX:,^QWYC@[N<-A+W+Z0 M)FCMO[C?@._MW0Y[O:3M"REHS;/MH-Z+JZW3CF8");!5.=:CKUJ%%]O;XD2R M?;Y#W#"I]IOY80PD JX#U/TM8_+U1&\ZJQ\9%C\!4$L#!!0 ( +*+W5;B MI#*/'08 # 5 8 >&PO=V]R:W-H965T&ULK5AM;^(X M$/XK%G0E5VQ'8WBS9CSR M!-SR33?9<>KYV: H[!)%,;J1%\2=?B][-N/]'MN+,(CIC*-D'T4>_SFD(7N[ MZ>#.QX-YL-F*]$&WW]MY&[J@XFDWXW#7+;SX043C)& QXG1]TQG@ZQ'1TP&9 MQ7- WY*3:Y12>6'L-;V9^#<=)45$0[H2J0L/_@YT1,,P]00X_CTZ[11SI@-/ MKS^\WV;D@=*P.\NG:VX=BSM[NZ9%0!G#%PB3[16^YK:EU MT&J?"!8=!P."*(CS?^_]N! G [#1,( 6H.W]");FVPTL GB-(P+P>%M .-$?\3BA(6![PGJHX6 /XB12!!;(W=' MN9>N=8*\V$;SDH9Y M,4&/+!;;!#FQ3_US!UT@43 A'TR&I-7CH\>OD(HO$%&(*@$T^O7AI 6.6BRL MFOE3&_Q-XA6+:+FDZ,?@)1$S^F!QGLJ0Y@[,$YFUK!M*D2K(*S;J8JE M8&S($1H%0J,5X=W<72S0;.[>3I8R>$9M6EW3B**J%7AU.TTW%:RKFH38ENF70%=MR.FINF6*<>,E5*0E%;42W$"_EFM'5VSMW'S] NU,Y6%R# M<(EU3;%-C*MH9::&J1J6TE##F)1P22O<22PH%$N1!5*H1#*_I=I8KZ:!U))8 M*NPW#4!+ <6M.M4?K%:6G@1XR+X+VM(B@1&/Z9,4*1?&%)1/4YP!L[4 M5*W.0F)H$\O(.@DIBU(.<;L>CK9>O*$HB-':"S@Z>.&>IBKD4QX<\DTD#+R7 M( Q$4!"RY'2T.DK-4BVSNO_+# V(B=ZPH>!20G&[AF9MWWX'(5BQ^$ A(B\A M13O.HB!)&/^)8H"?'%\F'['CU*?1+HM"+[68M&MQL>"#Y7(^&3XM!\,'J D706T\NE.T6+JCO^[= MA[$SE\: R(37UE50WFH,9*:J0K"MZ5H#C5*C2;M&+[D7)V&N=5X1#RG@NOX: M6+=J"B>QN\2JIC7)-"EEFK3+-*SL;.[<0X\V>7:RQ9?B5&L?=9#<-C:MVL>5 MS%155%VU2=/"EFI,VM4XRPWHTM#B?C!W+M!PL)B,T& ZAM)\>%HZ8RGVW*=Y M"DBY4DVC"EQJ9YST^^>H2]4E[:K[S9G'4(;M-2ZLVH!)+2&O--FNZU3TY>XHHWV1'+]F(#/'FW2"XI"T_S]02P,$% @ LHO=5IAK M0-FX$0 M*8 !@ !X;"]W;W)K;3=E^>U^MF\>W)W#R_(N?Z]N[?OC%V<7YKKRM/E?]K[NKEG\Z M>[&RJC?5MJN;;=167]Z>O(,WET#9\(U]DW_6U6,G_1P-L5PWS=?APP^KMR?Q MX%*UKF[ZP4;)_WFH+JOU>C#%'?GOP>K)2Z?#%^6?GZW_?1\]C^:Z[*K+9OVO M>M7?O3UA)]&J^E+>K_N?F\=_5(>(LL'>3;/N]O^/'@]MXY/HYK[KF\WAR]R# M3;U]^K?\_9 )Z0N0&[Y #E\@TR^DAB\DAR\D^T"?/-N']:'LRXOSMGF,VJ$U MMS;\L,_-_ML\FGH[C./GON5_K?GW^HO+9MLUZWI5]M4J^MSS?_@@]5W4?.&? MFINO=\UZ5;7=GZ,/U9?ZIJZV-]^BT^C7SQ^BO_SQK^=G/7=A,'1V<^CN_5-W MQ- =D.A3L^WONNCC=E6MQ@;.N.\O 9#G -X3U.*GLOT^2N"[B,0DT3AT.?_K M!'$G>7&NR]+]?E]J;29>;IB]G^B\/E]7!Q2B!-:9*?GSW('FL:YBQ) M($]?&HY\2U]\2U'?^%@_\+$K/A#;J[ MLN6_^NU'_I>H^+[;FSM^0:_X9WY8]FVY;">S/:=*DZ1A&1D>HVHS6@: M\XFE=YV]N,Y0US_^7K4W=:>Z/LPDU&VF3JDDYO]-W%:;%30G*=&[7;RX75C< MYC-_>ZNZO6N;3=UU3?OMZ1+7>5YH+@:@^72RH!YX7@L0BUTJ=KT:ZFVTKJM[ MW5(VK&05;].C0W;H+\-,+U ]^TH]V:>S!L MW7C(:%?S0SDD!M0$9J-)/PZ9B)#)[)!W8IG'HJ[Y#.#[0(LO+GB_SO$3=0&- MD?@%A@ <1'RH]O%Q?,NG>'E=K^N^YI&7J_]P0+@/EV]V0XKZB._8-9:MIVRP M?^-I0=UQ3DNBKBA 8V;8[T' %\#QBVY+Y M<=+];UUU?;V_Q(%'CSD%J8 V' M-!F+,T.8 M< #FS&,$T944>4AG?F'+8*G?(D,0HHJ)3 M*)(T9880!2P"'!==)^QOI MU3 I=_P.O]S?GY]&'S__=(5/314-Y2G-$V4#UJ F2')(#,X+V 0X;M*.2+,; M_+=<5!YH*-(.RC%@%1&PBN"PZA<^][KUTX")W447,5'!4@X9RXK)6&G:G0*_ M>JAAIA&!@PB.@WZL^FC=\,&ZKC@$J*)5_5"OJNWJ"1'T=U7TK2I;K>\J3CD% MEF<,TF3JOJ8IX9,M3BDU!"!0#<%1S72)>PE Z[.*+4X9S;)T>D>A:P@Q8X71 M80%#B#>7071[?,%OZA,VO8G6-9WR'F,'!2 @." 0&7U:AG[[5&VNJU9[R>*F M7!?34-;&@0N(0'"(@(U,IK!'TULY31/#+3\1^S?!]^^#1]\=((G6,W5GI22> M+O::5BQ.35-%;+[$LOF&Y;[PWAPV@ "&QAD1.S?!=^X%B.M@><10*N.(]NY[ MA8BMG>!;^\SHT/FJ8498,26B<#\\XTS$#IXX$R.SJ3;6@I*K M>+_."?*PAB9(0,5D?OW*.T$8L,#[=TZ4RNN B8).!#I,<'3XVA0T[HYS3CRL MH9-'X,X$QYW+.&K;> _. MJ=!Q;HEA4TBE\T.6 T2N%0SVZQ!X(6XX3("!ABD/"^742W)!+Q(&)P51 OQ2'?OZ%%MRP2_"! M\5LJ\%OJQANB11K0!-(QJ;KBZQ;V?NO(O. M;73^J04_[CZ)E0C4=C2&G!FVOEQLQOG\8IY[-0LW[C # Q@:)T#L_3F^]_M7 MLPZ&1[-J.FZ:-GEF&C2!!_(0%3ALWN7J$1X*M%#<5YMQ]Y/,L)SG8F_/CUA& MPVV[S+ICE-%R 2/RUR^C';J4)QRA4\B!^^4;MX E^?P2F4_)'>^[\=4FJL!-MRP2_"!SZDS M :A8P(??<%LN\08^$L0$G&+>]3*FJ9>1#-+)I:EK-BJKC3T36(4*9OS31^RH:[C[XW,'*K;@YURT[E+5Q\ *X ML%F/TVGC5#DAB DIID_B:MH1%A>F1[Z9 !T,!QUS)I#F3#))&$QKPIIV)&>I MJ1S$)!T?"S((6VS%>W-9D#1/SB4L-0Z*P O,@A>.4Y+%>W6^J#1/U$%!0?3T5**>87R4+50_&NW3)S3'."!4"717SZVA+"Z9X5\Z+ M!CLM!AV3X(&G9JE46-)*#+&T>DBQ4'< MMHMP7P!+DQ1(0I*QAY+D+-U"W+!3_,> H!!+PI,Q#D+GUXXLEIRB#HPO(9;$ M*F,<8?K7CRR6G1(0&C_*&N 6$7"G&I+%F$O, 2Q-8I;%OV<]#:>/4&7;2%HH MA0!=.XSL %FHVZ+4/:,6 !J9;))0,I7>U+6;% TF;DK(R"*H_6ZUJH>%HEQ' M5V6].N5W\I?EKN[Y9ZRD9#'KKI=^C"/N( MH6Q2TT=FD4F(%9#%-Z?3Y*UW3 M+"<%H\1P$@MD]6LG^>O%I1O02%:S- 'E63E=0\@H$#!?*!)J.:*^M4Z2>O^^ MDBDC:''">X))R,2B<;VD"@$:A6H^ 0F;2BYJ&^9\!IH.C(&L9VT1M%Y&OH-& MJUK[_A)=0^P-)B"K6EMDK?WI\V?+XT::/2K"8$D4Q8[W#GO\"7D8%'##OI:$[PO M]_=Z:! +!U:F8^4@26J#15/[B*\V"8M5-++=Z,M-)-5NL,AVOSH/'%;[^]G< M[!><2+K>8!'V7DCSXM;= ]4@HC1+XY083FR )!@.%L7PP#PNWIM[Z"KFRA.^ MCIH0AJ1$#A8I\B50T$7&PZ(N[T["A),.?@].\DXT9QT^" M5Q9I\44$I$947/_.$TU#]*4GDF0X6#3#_>G#1(.NID="+;W[0@M)$QPLHN . MS& P!? 0EB8!2UC*(@*^@!D,I@(>PM(D ?+[TMPJ7S@S&$SY.X2E2UW/UW^$+WK^[:^ON_+X5Z&;^I7 M?#,? #U&O(45VPYF;I((">Q81+?1P=+1.SG+,X4ST+7,DQ28B3201*_!HGH= MFG;S$;DV7&2!GR\#204;+#+82[!: !'JYPPC8E%D"&^CD/ MH8M/DJ(U6"2M%_*"/AK6^B0$L#1)@H2L+#+7"YA%'RUK0P)"(RU)ZQHL8M?+ MR,D "M7/.3B&&B1(BM=@D;P^"GOI(X)MR,]1*FVI_*I:')T%I3?#RFA[F<,O M( D16I2TC\=_^LAC8TD*K+8-DMPV6/2V7YT@#26O_9R[T&>C)*5NL$AU+WU) M=%B"+;2*-T@RWF#1\0Y,L/IH1;Q=4[R/5C:4A-*25I+_! MHOWMSM#B!IV#]S&'!R]!68O,^"(6%[?M E0"6)JD0 *S-B5S;Q[81XS<$/]1 M@*RD:PX687,'LCA32Z+:=V#K&J(OP09)[1PLW)A3S*$!H:2W#A;!=8P^U*BAG_++BA8*U:MK.2$:)QY*L,NBG/YSU9?\ M5ZOH8]EN.FB.%^_.Z>(*#8,DT76PJ*XO08/!-->]+-FGL"2]#A;M]44< M+V[;*0^A 5$N :)\_IDT#XX7M^Z4A-"U5$D,'JQJ\-X<;S M^!"6)@F0$)9% M"7X9Q^LCYV[(02#6;Y(("6D=61I>GY]@@.PHJO$@R<;#*^K&6_IR1D0^YO + M2,*"#@+S83G>L#+S7N;P)$F(T:)%_^H<;UB->B]S>.XD'&N1J5_(\895G?C5+T'U857JOV-:U)04D<6J2*09)VQXL MXO9N1"_5/,K :)8IDN?:EA S5IB=EF"=19(>(P(UJO.G "2C,2/3E]=J&RNL MX9.;9]U=5?4?RKZ\.-]4[6UU6:W7'5_Q[K?\N\->\?+;B.=TB.+-.W)RIOS^ M/;RYA.'W9\+,Q?FNO*T^E>UMS5>,=?6%FXR_'R9W6]_>O7SHFQU/U$ETW?1] ML]G_>%>5JZH=&O"_?VGX4G/X,'3PV+1?]VY?_ ]02P,$% @ LHO=5E\. M(]=(" SB, !@ !X;"]W;W)K=C:!YB$+&XH0@-0ONS7;X.418D M87M6>8@IJ=$\?4&?;I GCU+]U LA:O2T+"M].EK4]>IX/-;90BRY_BQ7HH)? MYE(M>0T?U?U8KY3@>;-H68Y)$$3C)2^JT>2D^>Y:34[DNBZ+2EPKI-?+)5?/ M7T0I'T]'>/3RQ4UQOZC-%^/)R8K?BYFH?U]=*_@TWFK)BZ6H="$KI,3\='2& MCZ>,F 6-Q(]"/.J=:V1,N9/RI_EPF9^. H-(E"*KC0H.?Q[$5)2ET00X_MPH M'6WO:1;N7K]HOVB,!V/NN!936?Y1Y/7B=)2,4"[F?%W6-_+Q5[$Q*#3Z,EGJ MYG_TV,K&P0AE:UW+Y68Q(%@65?N7/VT0<3;E>H N(LT9'Z/?95_3A[Q]/QC7N/B.*/R$2$.H -'W[I(T^.N3! ML]FOZ.*W[W_,T,7-]V_H^_7YS=GMY=4OZ&QZ>_GC\O;R?.9R6ZN5N;6:W7NL M5SP3IR/8GEJH!S&:_.-O. K^Z3+Y0,KV',"V#F ^[9,K*#:EU!K="2@K N7% M0Y&+*M2>WC#+=[0&["S M_#^PK]HTKR74HDQ665$*5+T8 M^:Z\QL@+6&C5%4" JGXJ;R.,T*#QG, RG; M:LEMG/IC#F*)-+8 O=6.TRNM44[40H8G%$<2^0MAB$,<+4'<5X M"S3V KW4>LVK3)A*I1<+GAU+\P.[EQK0I +53QPTT.@LN!W15G4A3MM-C?8Q<82FL3]@N60BQ(: MA@-Y@W(D\IQ5UG@+V\.[E6AC7JY\8^\>>Z6!G6 M 9/A1EDQ6%>-7 MV!M*555+-51R;0X^PBQE04+Z$!V281RPG2YD'V)'U]C/UU_%2NIBDTJR7@BU MXUHW:IMWCPAAB5U5'8)1$$7A .:.H?&K%-TFP8H_&Y@M4P-OKT7^*LW9%$PI MM V154\=7,V2-!UHRTE'U<1/U5<#/;?9U6;:'X1.;.8]PI"G<4K#'GBG:(@C M2H>2FG0\3?"[)L'+JQ_GLS=,@L1+_^^M0X?2MN^$CM>)G]?=G.2P;"[A(:S'24'F=.O\#V!#>WN+0S@WT!@ MNSZ ^/N 79L PUPH& 1>-AEU_9>[+&[BA8FJ9# :!=1T']'060 M408F@--A6-Z;GIN1>7 _4+M+(##)4^NLR'__]\^6M&LVJ/]08-^T#TI R]=, MEW+^L7\VT'"Q7DA5HUJH91/18=L=(S^+(TSZYWH.P2,<10$A0W'KF@CJ;R)< MAWO&S/6J+!K^=0(_5#]!'0<++&1A$@PTZ'3G68&_H[A]W?V':AVHW3I@'(=1 M& V:#^,X+KKOPVQ\4O)_Y.>^SA_RAE49STBYI3,(HP'LJFCN:IG^:W M;1QL"P,T1W?/:%Y4D&&OMW+40=1! "U(_SS&)0B#10)4,F! Q^G4S^GG\[G( MS,XVY"&*^PIE:W!_E3VC&JJT+@>/DJC-QRQ-(@N[8]#'01KC 4:A'6]3/V\; MWW_(1:;,:=)':*#;*]-,-R')U\K$ ,9K]"RX)PW2?DOXY@$,2BB<.HR&W=T1. M_43>PA7FY,(#U*9=0AG162GU M6K4-N4F/>0D:BZI]70%RW'F.Q_X""0_/)(?2MN^1CM>9G]D"O35:\<)9 M4)F#GZ/0[(?^ U1;$%H8,G3*Q#IV9GYVON5/[EKI7_<.[CJ HM:V\MJ^6=&K:-UV^<05%0:-2S$%E M\#D&'E#MRR/MAUJNFO";_ U!+ M P04 " "RB]U6.0I!H-D# >" & 'AL+W=OV*O M6.^XN^N$]-=W9FT"K0*Z+_&^S#SSS.MFLB7WZ$O$ $^5L7Z:E"'4IX.!STJL ME.]3C99OUN0J%7CKBH&O':H\*E5FD Z')X-*:9O,)O%LZ683:H+1%I<.?%-5 MRNT6:&@[34;)\\&=+LH@!X/9I%8%WF/X7B\=[P9[E%Q7:+TF"P[7TV0^.ET< MBWP4^%WCUK]:@WBR(GJ4S54^389"" UF01 4?S9XCL8($-/XN\-,]B9%\?7Z M&?TR^LZ^K)3'4O*JC9Q-$6G$@SFBRBJU&;R6DK2;D/ MCF\UZX79S?SA^]T%W%["[?+B;OYP=7MS/QD$1I;[0=:A+%J4] V440K79$/I MX<+FF/\78,"4]KS29UZ+]%W$:^7Z,!X=03I,Q^_@C?=^CB/>^ V\6U9FT %:,HP\VX,@@E+T,IPK!J/!>D]XR>HV%S M*D#)"5 6\$G[(-;XY7CDITK(9E1QO4F/=GT-M0KE5NWZ,/<>OP+B=3C/#R+)D.4GS,>/8;NL[29R)DG;Z M")&0B(8$& "TK/[Z>W9!4I0B.[F=^V)+(K#8C[-G=\$7:^L^^T*I(.ZJTOB7 M1T4(]2_'QSXK5"7]R-;*X,G2NDH&?'6K8U\[)7/>5)7'D_'X[+B2VAR]>L&_ MO7>O7M@FE-JH]T[XIJJDV[Q6I5V_/#HYZG[XH%=%H!^.7[VHY4K-5?A4OW?X M=MQ+R76EC-?6"*>6+X_.3WYY?4KK><$?6JW]X+,@2Q;6?J8OU_G+HS$II$J5 M!9(@\>]67:BR)$%0XTLK\Z@_DC8./W?2?V7;8G5ARS]U'HJ71T^/1*Z6 MLBG#![O^7;7VS$A>9DO/?\4ZKIU-CT36^&"K=C,TJ+2)_^5=ZX?!AJ?C>S9, MV@T3UCL>Q%I>RB!?O7!V+1RMAC3ZP*;R;BBG#05E'AR>:NP+KUZ?SZ_GXN97 M\?[#U?SJW1U/F=QSRLE$O+4F%%YF2 9,V^5](U3 &$0YR87%]9X6^JX6W7TZJK)113I;EAIZK.L2]D)Y\,IJ^ MS>E8/O*\4DYG4OS\TP]/)Y/Q\T]S\=OY^7O^=O+\D9# PX7ZH[\X*.D72FY M+4OI_$#$9;=]1+:+H>W)O[2=J$T4&DQ!ZI:0Z0,1%>"L[LA&D)33MY+83Y1: M+G2I@X9VZT)G!9N02>L^RXKH+Y0+*4R*KJ%P=4[R//0'$.K%1THD:OK+Y0+3KQ6%] ML!0R*H7\L7&.F*'=\RU7)?6 6D;BFHQ4B!4 A"*G<%+)6R$Y5XO0P5:6*6E\ MJVWC@5OH YQ3L#SBCO*&!%VE'; C*G,X X!P,>:=?'@@[&%N#VDH]:[U&PYI M&?.@6ZU['\!XA .GKB)?0$,P!JFB_Z'MA/>E=IX":?,F"S$+/,N-R,%^",O5 M+7JCFHM,97.5BMYQT(5<(5U6,/R'2R%UY61%$@@0+N*>/"@A"/S:L&H+)N M([(28I@> =^TBV^OL1(61CF26ELBLU9I'XFJ-3\I)"<\J9]3U/&!U"1LP M+ M9ZL!B.(IY-$@WI(-?<%.$2(\8=9NJB;B'KV4SG0@7_XH3DXFZ>S).'TZF9&4 M1')WQV&1M0Z(=URN3+:).\[2T]-Q.CL[$Z0R;"!' UL,9R$H9HR)QL.V$"PVDL9_MDO+-JV\#]NMB MA9YQ9?XW&L3XB&%=40M*B$%+NE4(%B+2*F%.!OX:LH3@$38CQ,4 MP$Q/Y!CB&ZI<]R<(,I+/17H!7!L!FH,LER!$&QOC!"PI"( +>9VYL0:#_B1RQ6VY&XL:( M\V8%YXCIF!$'W U-(C8I%?D9&&S0DKJUTR$0832+4F<0N%2$;'(:&4&I@G-0 M9+//T=<[6;R4&:&'(Q=M]IR^-E+%.^ES^459KL M]@%0O?06."G)"H$)H%RB]JU:WH>H>0<=6V,7044@IR) O*#@ M/!ZVZ."WUN574%X&)@+.,\-B#S]-2=(+HL8?2\2/'GL/H"ZC!"WM), GQ M7FQ$I: RP4,25?H:%C&H"C8'0>HR8"K8AT3'B X=9K;AC% M/OU'XISD9$6ZUQ'ZI,T>AG.^:V'=./*2MXW+8IU: N]](:SZ]$I%D +U*FYR49O5&(X8OE)QR*Q/0"$7-"+4A&)*]\!@9L5KD^Y,(JHS1<$ MG4RIW'?%,)T^F:5GS\9BE+0ZM_I^:8 @U:G\GP8^.4QY[0D4GBVK_BA.GSU+ MGXW'2P2Y6U=AV$0;0K&7CT@'$G MZ9/9&1J3:5\ I< )%?MV2'W$S0#069PM*YD3%=1RPU6Q+7#YCQLUHF]BB5$\J-"P%"SZL-\: MZB.#4KSP@D;LK#C:,?$8C?7J4DD-B5?M./3CR. \9-/ \E'U@3 M/,?'85/L#YMTJ13!,ASO*J91;G:(^K^]X"C3:IT[88D3N1'TBGD?C=KJ&W8R/X<--3 MG?H\J+<)MZ@XK&U:NWA@);Q56\.;^J'(@2F!.OUXVT4::( M/H\:]"=KLW1HV!R "Q3$X9:"%.^8H,&RH0>#F %)&XI8KLN&6^!@4]*"[R36 M-+K+' [VBBYNN4].16%+2O56YLZ$-A)_*A;9,O-.$+@!]GVC(9VC*2>F/@,L MHU1>6"=CO]]J01%W.3?L?%_YD8H"(FA(;V,9S/%^I0/!@A!?,M[B]0-C9H"& M+OS\[/H&?NMZU#6<59)&OAN7Z 4 >7[($?M72CW-T0G[]TH) M0XK:DF1;<,?9((&9N%0GX MSZ:@+N;W9J$T5/$UMKW5YV(BSL%-(0A,E MDL]=U0U';$T"+FQ'OSBGL(7M0?TYC*LAL\;LC!>DT5WLO0>F1E(+4L"-5#@( MOBT]#+ %H!QZ078\>._)8*"WNS01-";$5Z#]K_T+Y//XWG2[/+Y]1CQ7VE # ML<36\>C)["CV;-V78&M^B[JP(=B*/Q: E'*T ,^7%B3;?J$#^M?JK_X+4$L# M!!0 ( +*+W5:>:4'0$"H /J! 8 >&PO=V]R:W-H965T&ULQ7UK;]M(MN#W^A5$9C!( %KQVTFZ.X#C.'-]D=?&3E\,%ON!DDH2 M)Q2I89%V-+_^GE=5G:(H)WUG=^=+MR.15:=.G?=+OSXT[3>WLK;+OJ^KVOWV M9-5UFU?/G[O9RJX+-VDVMH9O%DV[+CKX9[M\[C:M+>;TTKIZ?GQX>/Y\793U MD]>_TF>?V]>_-GU7E;7]W&:N7Z^+=OO&5LW#;T^.GO@/OI3+58O3G%Y^F!WTO[X-3?&9YDVC3? M\!\W\]^>'") MK*S#EO'B2S>VBZ*ON2_/P'U;.WW[]<.'RR]_RSZ]RVYO_OKQYMW-U>7'N^SRZNK3UX]W M-Q__FGW^]/[FZN;Z]M?G'>R';SV?R=IO>.WC/6L?'6RZGMMYNL!S M #1 >^RA?7/\Z(H?BG:2G1SEV?'A\B=[UKN[W1\/>2@5VY3S.QO3X!%G&WO[9/7?_G3T?GA M+X] >QJ@/7UL]7_QKAY=>QSRDXGY^3VS+_;>UKTU7^RL6=8E,=W=RIJK9KTI MZFU6S)M-9^>90OIM5]3SHIV[[*J9EXMR5O!;S::<9>>'YWGVES^].#X^_$76 MSA9MLX9G:[H@![S2K;(KXA+;.GKVZ)?LJ;QT>7N%B\C'SPRL?+EIRRHC CIZ M,U#/+J\E+.4@=Z)\ _,/*UMD&H"@=_&O9- ![ T(. M$%;.@'J*UF8 7.T6MFWAB:X1+@;XLA*VJTVQQN-GW:KH4*RA?'+P+YO-&I!U M<]LR$N#-AU4Y6]%7'H?V^X8?;[*IS2Q@L:M@%UC8?I^MBGH)* )PNE7C[ AT M4[B%S:;: NX-[PC@ DKJ6;FIX'M$U1%B\.A9!I# \HNM!XU0SC@JPIGR[.GQ MX-&-;4E7($:;:54NZ3AT>+T2O'GRS,QM9UL0:Y:^(\05+*X!JIF%ATZ?9455 M-4 9>YY!7/STGD!NV=.S9_%&_36;PNU=!>_4P=]N4=KY)'MS\^GN"Y#\W=_, MS<>K2?:QZ:PS 70I0,I,B^0RM^5-2Q4%A42>6=!C\&U_7G]'#G1\K5]OL[=-5<%KS[(W3;>B:WM3-HNJ_YZMFVE9P?& M@\IBEG6@Z]:V:[>@ENX)>[BHO-#!FO(Y'>@!0"FF\#9_YB;(JV$I.$/!%(JO MRR.P'[ UT!,L:T#Q(.4B>\SZEHZ,NQ5U46V14:9;3;A$6!>_.&0=N#7;@0$ M][IL6J"GM?. UD"JL)JMMG!GZW5?HT1@+BK@IM: :0\$BH]%,2NKLML:I'E2 M]"U\">+.;IJ6! RN"[=_;[=TJ[ .D2A<)MR' LJZ65M.\8W-:NM $10U,@X@ MW+;9S,)B>/*C1=);PWGQ,IN%1[\K MD-=:_S2=W%9^QMOO.'-=/]\2*1L ?VEK *0"^@+.82R01"^9D.&R*I!( MM#W\NW2N9^HCJO'((+T!2@-P!%_MB)(<[+,:#%ID^2#3'>Z#6#" M+IAOEK M@9L'/"%0'Z"\+.B&@(=?X5%=7SA ; :7# (6A=("12\PAFU)LA1MBR*?-K+? M2]]0Y? MPR_M8F')!0%L %#6=7C1JV9.=T9R'0[5P,5V)/KE&4 =*%H^/=D*B"ZR66!A M0$3#*LYY)8-'!9>M];H+*9FQ3_J$)1HORLCSI_ L(L(+79TYKNY5/1P%B!J7 MYPN,M%)_)@G1HW"O-?&Q)1\+F1?6-1%B JA&F1AQ"YJ MGPFL!O2O44C7#W "]_@[2,PTW+9%M!1.?XFHYK?LW+1V"7 #61$)"0LC)Q& MHR;B)#%ZUP7J.=<06OT6!Z#A",16F[4#PA7=@[:B;3<%2$(KWS!+EBQ

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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 75 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 76 FilingSummary.xml IDEA: XBRL DOCUMENT 3.23.2 html 300 402 1 true 99 0 false 4 false false R1.htm 00000001 - Document - Cover Sheet http://biotricity.com/role/Cover Cover Cover 1 false false R2.htm 00000002 - Statement - Consolidated Balance Sheets Sheet http://biotricity.com/role/BalanceSheets Consolidated Balance Sheets Statements 2 false false R3.htm 00000003 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://biotricity.com/role/BalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - Consolidated Statements of Operations and Comprehensive Loss Sheet http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss Consolidated Statements of Operations and Comprehensive Loss Statements 4 false false R5.htm 00000005 - Statement - Consolidated Statements of Stockholders' Deficiency Sheet http://biotricity.com/role/StatementsOfStockholdersDeficiency Consolidated Statements of Stockholders' Deficiency Statements 5 false false R6.htm 00000006 - Statement - Consolidated Statements of Cash Flows Sheet http://biotricity.com/role/StatementsOfCashFlows Consolidated Statements of Cash Flows Statements 6 false false R7.htm 00000007 - Disclosure - NATURE OF OPERATIONS Sheet http://biotricity.com/role/NatureOfOperations NATURE OF OPERATIONS Notes 7 false false R8.htm 00000008 - Disclosure - BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION Sheet http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidation BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION Notes 8 false false R9.htm 00000009 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://biotricity.com/role/SummaryOfSignificantAccountingPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 9 false false R10.htm 00000010 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Sheet http://biotricity.com/role/AccountsPayableAndAccruedLiabilities ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Notes 10 false false R11.htm 00000011 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Notes http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoans CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Notes 11 false false R12.htm 00000012 - Disclosure - TERM LOAN AND CREDIT AGREEMENT Sheet http://biotricity.com/role/TermLoanAndCreditAgreement TERM LOAN AND CREDIT AGREEMENT Notes 12 false false R13.htm 00000013 - Disclosure - FEDERALLY GUARANTEED LOAN Sheet http://biotricity.com/role/FederallyGuaranteedLoan FEDERALLY GUARANTEED LOAN Notes 13 false false R14.htm 00000014 - Disclosure - DERIVATIVE LIABILITIES Sheet http://biotricity.com/role/DerivativeLiabilities DERIVATIVE LIABILITIES Notes 14 false false R15.htm 00000015 - Disclosure - STOCKHOLDERS??? DEFICIENCY Sheet http://biotricity.com/role/StockholdersDeficiency STOCKHOLDERS??? DEFICIENCY Notes 15 false false R16.htm 00000016 - Disclosure - INCOME TAXES Sheet http://biotricity.com/role/IncomeTaxes INCOME TAXES Notes 16 false false R17.htm 00000017 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://biotricity.com/role/CommitmentsAndContingencies COMMITMENTS AND CONTINGENCIES Notes 17 false false R18.htm 00000018 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS Sheet http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligations OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS Notes 18 false false R19.htm 00000019 - Disclosure - PROPERTY AND EQUIPMENT Sheet http://biotricity.com/role/PropertyAndEquipment PROPERTY AND EQUIPMENT Notes 19 false false R20.htm 00000020 - Disclosure - SUBSEQUENT EVENTS Sheet http://biotricity.com/role/SubsequentEvents SUBSEQUENT EVENTS Notes 20 false false R21.htm 00000021 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 21 false false R22.htm 00000022 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://biotricity.com/role/SummaryOfSignificantAccountingPolicies 22 false false R23.htm 00000023 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) Sheet http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesTables ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) Tables http://biotricity.com/role/AccountsPayableAndAccruedLiabilities 23 false false R24.htm 00000024 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables) Notes http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansTables CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables) Tables http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoans 24 false false R25.htm 00000025 - Disclosure - DERIVATIVE LIABILITIES (Tables) Sheet http://biotricity.com/role/DerivativeLiabilitiesTables DERIVATIVE LIABILITIES (Tables) Tables http://biotricity.com/role/DerivativeLiabilities 25 false false R26.htm 00000026 - Disclosure - STOCKHOLDERS??? DEFICIENCY (Tables) Sheet http://biotricity.com/role/StockholdersDeficiencyTables STOCKHOLDERS??? DEFICIENCY (Tables) Tables http://biotricity.com/role/StockholdersDeficiency 26 false false R27.htm 00000027 - Disclosure - INCOME TAXES (Tables) Sheet http://biotricity.com/role/IncomeTaxesTables INCOME TAXES (Tables) Tables http://biotricity.com/role/IncomeTaxes 27 false false R28.htm 00000028 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables) Sheet http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsTables OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables) Tables http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligations 28 false false R29.htm 00000029 - Disclosure - PROPERTY AND EQUIPMENT (Tables) Sheet http://biotricity.com/role/PropertyAndEquipmentTables PROPERTY AND EQUIPMENT (Tables) Tables http://biotricity.com/role/PropertyAndEquipment 29 false false R30.htm 00000030 - Disclosure - BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) Sheet http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative) Details http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidation 30 false false R31.htm 00000031 - Disclosure - SCHEDULE OF REVENUE RECOGNITION (Details) Sheet http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails SCHEDULE OF REVENUE RECOGNITION (Details) Details 31 false false R32.htm 00000032 - Disclosure - SCHEDULE OF INVENTORIES (Details) Sheet http://biotricity.com/role/ScheduleOfInventoriesDetails SCHEDULE OF INVENTORIES (Details) Details 32 false false R33.htm 00000033 - Disclosure - SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) Sheet http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) Details 33 false false R34.htm 00000034 - Disclosure - SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) Sheet http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) Details 34 false false R35.htm 00000035 - Disclosure - SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) Sheet http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) Details 35 false false R36.htm 00000036 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) Sheet http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesDetailsNarrative ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) Details http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesTables 36 false false R37.htm 00000037 - Disclosure - SCHEDULE OF CONVERTIBLE NOTES (Details) Notes http://biotricity.com/role/ScheduleOfConvertibleNotesDetails SCHEDULE OF CONVERTIBLE NOTES (Details) Details 37 false false R38.htm 00000038 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative) Notes http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative) Details http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansTables 38 false false R39.htm 00000039 - Disclosure - TERM LOAN AND CREDIT AGREEMENT (Details Narrative) Sheet http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative TERM LOAN AND CREDIT AGREEMENT (Details Narrative) Details http://biotricity.com/role/TermLoanAndCreditAgreement 39 false false R40.htm 00000040 - Disclosure - FEDERALLY GUARANTEED LOAN (Details Narrative) Sheet http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative FEDERALLY GUARANTEED LOAN (Details Narrative) Details http://biotricity.com/role/FederallyGuaranteedLoan 40 false false R41.htm 00000041 - Disclosure - SCHEDULE OF DERIVATIVE LIABILITIES (Details) Sheet http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails SCHEDULE OF DERIVATIVE LIABILITIES (Details) Details 41 false false R42.htm 00000042 - Disclosure - SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) Sheet http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details) Details 42 false false R43.htm 00000043 - Disclosure - DERIVATIVE LIABILITIES (Details Narrative) Sheet http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative DERIVATIVE LIABILITIES (Details Narrative) Details http://biotricity.com/role/DerivativeLiabilitiesTables 43 false false R44.htm 00000044 - Disclosure - SCHEDULE OF WARRANTS OUTSTANDING (Details) Sheet http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails SCHEDULE OF WARRANTS OUTSTANDING (Details) Details 44 false false R45.htm 00000045 - Disclosure - SCHEDULE OF STOCK OPTION ACTIVITIES (Details) Sheet http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails SCHEDULE OF STOCK OPTION ACTIVITIES (Details) Details 45 false false R46.htm 00000046 - Disclosure - SCHEDULE OF STOCK OPTION ACTIVITIES (Details) (Parenthetical) Sheet http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetailsParenthetical SCHEDULE OF STOCK OPTION ACTIVITIES (Details) (Parenthetical) Details 46 false false R47.htm 00000047 - Disclosure - SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) Sheet http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details) Details 47 false false R48.htm 00000048 - Disclosure - STOCKHOLDERS??? DEFICIENCY (Details Narrative) Sheet http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative STOCKHOLDERS??? DEFICIENCY (Details Narrative) Details http://biotricity.com/role/StockholdersDeficiencyTables 48 false false R49.htm 00000049 - Disclosure - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) Sheet http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) Details 49 false false R50.htm 00000050 - Disclosure - SCHEDULE OF DEFERRED TAX ASSETS (Details) Sheet http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails SCHEDULE OF DEFERRED TAX ASSETS (Details) Details 50 false false R51.htm 00000051 - Disclosure - INCOME TAXES (Details Narrative) Sheet http://biotricity.com/role/IncomeTaxesDetailsNarrative INCOME TAXES (Details Narrative) Details http://biotricity.com/role/IncomeTaxesTables 51 false false R52.htm 00000052 - Disclosure - SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details) Sheet http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details) Details 52 false false R53.htm 00000053 - Disclosure - SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details) Sheet http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details) Details 53 false false R54.htm 00000054 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative) Sheet http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative) Details http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsTables 54 false false R55.htm 00000055 - Disclosure - SCHEDULE OF PROPERTY AND EQUIPMENT (Details) Sheet http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails SCHEDULE OF PROPERTY AND EQUIPMENT (Details) Details 55 false false R56.htm 00000056 - Disclosure - PROPERTY AND EQUIPMENT (Details Narrative) Sheet http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative PROPERTY AND EQUIPMENT (Details Narrative) Details http://biotricity.com/role/PropertyAndEquipmentTables 56 false false R57.htm 00000057 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) Sheet http://biotricity.com/role/SubsequentEventsDetailsNarrative SUBSEQUENT EVENTS (Details Narrative) Details http://biotricity.com/role/SubsequentEvents 57 false false All Reports Book All Reports form10-k.htm btcy-20230331.xsd btcy-20230331_cal.xml btcy-20230331_def.xml btcy-20230331_lab.xml btcy-20230331_pre.xml ex23-1.htm ex31-1.htm ex31-2.htm ex32-1.htm ex32-2.htm form10-k_001.jpg form10-k_002.jpg http://fasb.org/us-gaap/2023 http://xbrl.sec.gov/dei/2023 true true JSON 78 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "form10-k.htm": { "axisCustom": 0, "axisStandard": 24, "baseTaxonomies": { "http://fasb.org/us-gaap/2023": 962, "http://xbrl.sec.gov/dei/2023": 39 }, "contextCount": 300, "dts": { "calculationLink": { "local": [ "btcy-20230331_cal.xml" ] }, "definitionLink": { "local": [ "btcy-20230331_def.xml" ] }, "inline": { "local": [ "form10-k.htm" ] }, "labelLink": { "local": [ "btcy-20230331_lab.xml" ] }, "presentationLink": { "local": [ "btcy-20230331_pre.xml" ] }, "schema": { "local": [ "btcy-20230331.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://www.xbrl.org/dtr/type/2022-03-31/types.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-2023.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-roles-2023.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-types-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-gaap-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-roles-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-types-2023.xsd", "https://xbrl.sec.gov/country/2023/country-2023.xsd", "https://xbrl.sec.gov/dei/2023/dei-2023.xsd" ] } }, "elementCount": 629, "entityCount": 1, "hidden": { "http://biotricity.com/20230331": 68, "http://fasb.org/us-gaap/2023": 106, "http://xbrl.sec.gov/dei/2023": 3, "total": 177 }, "keyCustom": 83, "keyStandard": 319, "memberCustom": 66, "memberStandard": 33, "nsprefix": "BTCY", "nsuri": "http://biotricity.com/20230331", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "b", "span", "p", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "00000001 - Document - Cover", "menuCat": "Cover", "order": "1", "role": "http://biotricity.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "b", "span", "p", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000010 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES", "menuCat": "Notes", "order": "10", "role": "http://biotricity.com/role/AccountsPayableAndAccruedLiabilities", "shortName": "ACCOUNTS PAYABLE AND ACCRUED LIABILITIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000011 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS", "menuCat": "Notes", "order": "11", "role": "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoans", "shortName": "CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "BTCY:BankLoanCreditAgreementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000012 - Disclosure - TERM LOAN AND CREDIT AGREEMENT", "menuCat": "Notes", "order": "12", "role": "http://biotricity.com/role/TermLoanAndCreditAgreement", "shortName": "TERM LOAN AND CREDIT AGREEMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "BTCY:BankLoanCreditAgreementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "BTCY:FederallyGuaranteedLoansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000013 - Disclosure - FEDERALLY GUARANTEED LOAN", "menuCat": "Notes", "order": "13", "role": "http://biotricity.com/role/FederallyGuaranteedLoan", "shortName": "FEDERALLY GUARANTEED LOAN", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "BTCY:FederallyGuaranteedLoansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000014 - Disclosure - DERIVATIVE LIABILITIES", "menuCat": "Notes", "order": "14", "role": "http://biotricity.com/role/DerivativeLiabilities", "shortName": "DERIVATIVE LIABILITIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000015 - Disclosure - STOCKHOLDERS\u2019 DEFICIENCY", "menuCat": "Notes", "order": "15", "role": "http://biotricity.com/role/StockholdersDeficiency", "shortName": "STOCKHOLDERS\u2019 DEFICIENCY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000016 - Disclosure - INCOME TAXES", "menuCat": "Notes", "order": "16", "role": "http://biotricity.com/role/IncomeTaxes", "shortName": "INCOME TAXES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000017 - Disclosure - COMMITMENTS AND CONTINGENCIES", "menuCat": "Notes", "order": "17", "role": "http://biotricity.com/role/CommitmentsAndContingencies", "shortName": "COMMITMENTS AND CONTINGENCIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000018 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS", "menuCat": "Notes", "order": "18", "role": "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligations", "shortName": "OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000019 - Disclosure - PROPERTY AND EQUIPMENT", "menuCat": "Notes", "order": "19", "role": "http://biotricity.com/role/PropertyAndEquipment", "shortName": "PROPERTY AND EQUIPMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000002 - Statement - Consolidated Balance Sheets", "menuCat": "Statements", "order": "2", "role": "http://biotricity.com/role/BalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000020 - Disclosure - SUBSEQUENT EVENTS", "menuCat": "Notes", "order": "20", "role": "http://biotricity.com/role/SubsequentEvents", "shortName": "SUBSEQUENT EVENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueRecognitionPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000021 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "menuCat": "Policies", "order": "21", "role": "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueRecognitionPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "us-gaap:RevenueRecognitionPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000022 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "menuCat": "Tables", "order": "22", "role": "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesTables", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:RevenueRecognitionPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000023 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)", "menuCat": "Tables", "order": "23", "role": "http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesTables", "shortName": "ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000024 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables)", "menuCat": "Tables", "order": "24", "role": "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansTables", "shortName": "CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000025 - Disclosure - DERIVATIVE LIABILITIES (Tables)", "menuCat": "Tables", "order": "25", "role": "http://biotricity.com/role/DerivativeLiabilitiesTables", "shortName": "DERIVATIVE LIABILITIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000026 - Disclosure - STOCKHOLDERS\u2019 DEFICIENCY (Tables)", "menuCat": "Tables", "order": "26", "role": "http://biotricity.com/role/StockholdersDeficiencyTables", "shortName": "STOCKHOLDERS\u2019 DEFICIENCY (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000027 - Disclosure - INCOME TAXES (Tables)", "menuCat": "Tables", "order": "27", "role": "http://biotricity.com/role/IncomeTaxesTables", "shortName": "INCOME TAXES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "BTCY:OperatingLeasesOfLesseeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000028 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables)", "menuCat": "Tables", "order": "28", "role": "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsTables", "shortName": "OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "BTCY:OperatingLeasesOfLesseeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000029 - Disclosure - PROPERTY AND EQUIPMENT (Tables)", "menuCat": "Tables", "order": "29", "role": "http://biotricity.com/role/PropertyAndEquipmentTables", "shortName": "PROPERTY AND EQUIPMENT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "span", "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "USDPShares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000003 - Statement - Consolidated Balance Sheets (Parenthetical)", "menuCat": "Statements", "order": "3", "role": "http://biotricity.com/role/BalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "us-gaap:CommonStockSharesIssued", "span", "span", "span", "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "INF", "lang": null, "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:RetainedEarningsAccumulatedDeficit", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000030 - Disclosure - BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative)", "menuCat": "Details", "order": "30", "role": "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "shortName": "BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "lang": null, "name": "BTCY:WorkingCapitalDeficiency", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000031 - Disclosure - SCHEDULE OF REVENUE RECOGNITION (Details)", "menuCat": "Details", "order": "31", "role": "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails", "shortName": "SCHEDULE OF REVENUE RECOGNITION (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "us-gaap:RevenueRecognitionPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-012023-03-31_custom_TechnologyFeesMember", "decimals": "0", "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "us-gaap:InventoryPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:InventoryRawMaterialsAndSupplies", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000032 - Disclosure - SCHEDULE OF INVENTORIES (Details)", "menuCat": "Details", "order": "32", "role": "http://biotricity.com/role/ScheduleOfInventoriesDetails", "shortName": "SCHEDULE OF INVENTORIES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "us-gaap:InventoryPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:InventoryRawMaterialsAndSupplies", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeLiabilitiesCurrent", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000033 - Disclosure - SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)", "menuCat": "Details", "order": "33", "role": "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails", "shortName": "SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "us-gaap:FairValueOfFinancialInstrumentsPolicy", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "lang": null, "name": "us-gaap:DerivativeAssetsLiabilitiesAtFairValueNet", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "BTCY:ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31_us-gaap_OfficeEquipmentMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000034 - Disclosure - SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)", "menuCat": "Details", "order": "34", "role": "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails", "shortName": "SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "BTCY:ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31_us-gaap_OfficeEquipmentMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AccountsPayableOtherCurrent", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000035 - Disclosure - SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details)", "menuCat": "Details", "order": "35", "role": "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails", "shortName": "SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AccountsPayableOtherCurrent", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OtherAccountsPayableAndAccruedLiabilities", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000036 - Disclosure - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative)", "menuCat": "Details", "order": "36", "role": "http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesDetailsNarrative", "shortName": "ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OtherAccountsPayableAndAccruedLiabilities", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "BTCY:ConvertibleNotesShortTermLoansAndPromissoryNotes", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000037 - Disclosure - SCHEDULE OF CONVERTIBLE NOTES (Details)", "menuCat": "Details", "order": "37", "role": "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails", "shortName": "SCHEDULE OF CONVERTIBLE NOTES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2021-03-31", "decimals": "0", "lang": null, "name": "BTCY:ConvertibleNotesShortTermLoansAndPromissoryNotes", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:InterestExpenseDebt", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000038 - Disclosure - CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative)", "menuCat": "Details", "order": "38", "role": "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "shortName": "CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:InterestExpenseDebt", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "span", "p", "BTCY:BankLoanCreditAgreementTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2021-12-21", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000039 - Disclosure - TERM LOAN AND CREDIT AGREEMENT (Details Narrative)", "menuCat": "Details", "order": "39", "role": "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative", "shortName": "TERM LOAN AND CREDIT AGREEMENT (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "BTCY:BankLoanCreditAgreementTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2021-12-192021-12-21", "decimals": "INF", "lang": null, "name": "us-gaap:SubordinatedBorrowingInterestRate", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000004 - Statement - Consolidated Statements of Operations and Comprehensive Loss", "menuCat": "Statements", "order": "4", "role": "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss", "shortName": "Consolidated Statements of Operations and Comprehensive Loss", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "lang": null, "name": "us-gaap:CostOfRevenue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "span", "p", "BTCY:BankLoanCreditAgreementTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2021-12-192021-12-21", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromLoans", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000040 - Disclosure - FEDERALLY GUARANTEED LOAN (Details Narrative)", "menuCat": "Details", "order": "40", "role": "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative", "shortName": "FEDERALLY GUARANTEED LOAN (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "BTCY:FederallyGuaranteedLoansTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2021-05-012021-05-31_custom_EconomicInjuryDisasterLoanMember", "decimals": "0", "lang": null, "name": "us-gaap:ProceedsFromLoans", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock", "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000041 - Disclosure - SCHEDULE OF DERIVATIVE LIABILITIES (Details)", "menuCat": "Details", "order": "41", "role": "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails", "shortName": "SCHEDULE OF DERIVATIVE LIABILITIES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock", "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2021-03-31", "decimals": "0", "lang": null, "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "b", "span", "td", "tr", "table", "us-gaap:ScheduleOfAssumptionsUsedTableTextBlock", "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31_srt_MinimumMember", "decimals": "INF", "first": true, "lang": null, "name": "BTCY:DerivativeStockPrice", "reportCount": 1, "unique": true, "unitRef": "USDPShares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000042 - Disclosure - SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details)", "menuCat": "Details", "order": "42", "role": "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "shortName": "SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "b", "span", "td", "tr", "table", "us-gaap:ScheduleOfAssumptionsUsedTableTextBlock", "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31_srt_MinimumMember", "decimals": "INF", "first": true, "lang": null, "name": "BTCY:DerivativeStockPrice", "reportCount": 1, "unique": true, "unitRef": "USDPShares", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2021-04-012022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfPreferredStockAndPreferenceStock", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000043 - Disclosure - DERIVATIVE LIABILITIES (Details Narrative)", "menuCat": "Details", "order": "43", "role": "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "shortName": "DERIVATIVE LIABILITIES (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-10-012022-12-31_us-gaap_DerivativeFinancialInstrumentsLiabilitiesMember", "decimals": "0", "lang": null, "name": "BTCY:RedeemedAndDerivativeLiabilities", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "reportCount": 1, "unitRef": "Shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000044 - Disclosure - SCHEDULE OF WARRANTS OUTSTANDING (Details)", "menuCat": "Details", "order": "44", "role": "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "shortName": "SCHEDULE OF WARRANTS OUTSTANDING (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2021-03-31", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "link:footnote", "span", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "reportCount": 1, "unitRef": "USDPShares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000045 - Disclosure - SCHEDULE OF STOCK OPTION ACTIVITIES (Details)", "menuCat": "Details", "order": "45", "role": "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails", "shortName": "SCHEDULE OF STOCK OPTION ACTIVITIES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31_us-gaap_StockOptionMember", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "link:footnote", "span", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "reportCount": 1, "unitRef": "USDPShares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000046 - Disclosure - SCHEDULE OF STOCK OPTION ACTIVITIES (Details) (Parenthetical)", "menuCat": "Details", "order": "46", "role": "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetailsParenthetical", "shortName": "SCHEDULE OF STOCK OPTION ACTIVITIES (Details) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R47": { "firstAnchor": { "ancestors": [ "span", "p", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000047 - Disclosure - SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details)", "menuCat": "Details", "order": "47", "role": "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "shortName": "SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "p", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "span", "span", "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:CommonStockSharesAuthorized", "reportCount": 1, "unitRef": "Shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000048 - Disclosure - STOCKHOLDERS\u2019 DEFICIENCY (Details Narrative)", "menuCat": "Details", "order": "48", "role": "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative", "shortName": "STOCKHOLDERS\u2019 DEFICIENCY (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "lang": "en-US", "name": "us-gaap:PreferredStockVotingRights", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000049 - Disclosure - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)", "menuCat": "Details", "order": "49", "role": "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails", "shortName": "SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "lang": null, "name": "us-gaap:IncomeTaxReconciliationTaxExemptIncome", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000005 - Statement - Consolidated Statements of Stockholders' Deficiency", "menuCat": "Statements", "order": "5", "role": "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "shortName": "Consolidated Statements of Stockholders' Deficiency", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "b", "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2021-03-31", "decimals": "0", "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOtherLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000050 - Disclosure - SCHEDULE OF DEFERRED TAX ASSETS (Details)", "menuCat": "Details", "order": "50", "role": "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails", "shortName": "SCHEDULE OF DEFERRED TAX ASSETS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOtherLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000051 - Disclosure - INCOME TAXES (Details Narrative)", "menuCat": "Details", "order": "51", "role": "http://biotricity.com/role/IncomeTaxesDetailsNarrative", "shortName": "INCOME TAXES (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000052 - Disclosure - SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details)", "menuCat": "Details", "order": "52", "role": "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails", "shortName": "SCHEDULE OF OPERATING LEASES OBLIGATIONS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "BTCY:OperatingLeasesOfLesseeTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2021-03-31", "decimals": "0", "lang": null, "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "BTCY:ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000053 - Disclosure - SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details)", "menuCat": "Details", "order": "53", "role": "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails", "shortName": "SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "BTCY:ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000054 - Disclosure - OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative)", "menuCat": "Details", "order": "54", "role": "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative", "shortName": "OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-03-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000055 - Disclosure - SCHEDULE OF PROPERTY AND EQUIPMENT (Details)", "menuCat": "Details", "order": "55", "role": "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "shortName": "SCHEDULE OF PROPERTY AND EQUIPMENT (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2021-04-012022-03-31", "decimals": "0", "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentAdditions", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LeaseholdImprovementsGross", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000056 - Disclosure - PROPERTY AND EQUIPMENT (Details Narrative)", "menuCat": "Details", "order": "56", "role": "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "shortName": "PROPERTY AND EQUIPMENT (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LeaseholdImprovementsGross", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "span", "p", "BTCY:BankLoanCreditAgreementTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2022-11-30", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000057 - Disclosure - SUBSEQUENT EVENTS (Details Narrative)", "menuCat": "Details", "order": "57", "role": "http://biotricity.com/role/SubsequentEventsDetailsNarrative", "shortName": "SUBSEQUENT EVENTS (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "AsOf2023-06-29_us-gaap_SubsequentEventMember", "decimals": "-6", "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000006 - Statement - Consolidated Statements of Cash Flows", "menuCat": "Statements", "order": "6", "role": "http://biotricity.com/role/StatementsOfCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000007 - Disclosure - NATURE OF OPERATIONS", "menuCat": "Notes", "order": "7", "role": "http://biotricity.com/role/NatureOfOperations", "shortName": "NATURE OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000008 - Disclosure - BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION", "menuCat": "Notes", "order": "8", "role": "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidation", "shortName": "BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000009 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "menuCat": "Notes", "order": "9", "role": "http://biotricity.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "form10-k.htm", "contextRef": "From2022-04-01to2023-03-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 99, "tag": { "BTCY_AccreditedInvestorsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accredited Investors [Member]", "label": "Accredited Investors [Member]" } } }, "localname": "AccreditedInvestorsMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_AdjustmentCarryingValueAndPrincipalAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustment carrying value and principal amount.", "label": "Adjustment carrying value and principal amount" } } }, "localname": "AdjustmentCarryingValueAndPrincipalAmount", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_AdjustmentsToAdditionalPaidInCapitalIssuancofWarrantsForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments to additional paid in capital issuance of warrants for services.", "label": "Issuance of warrants for services [Note 9]" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalIssuancofWarrantsForServices", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_AdvisorAndConsultantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Advisor And Consultant [Member]", "label": "Advisor and Consultant [Member]" } } }, "localname": "AdvisorAndConsultantMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_AdvisorWarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Advisor Warrant [Member]", "label": "Advisor Warrant [Member]" } } }, "localname": "AdvisorWarrantMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_BankLoanCreditAgreementTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bank Loan Credit Agreement [Text Block]", "label": "TERM LOAN AND CREDIT AGREEMENT" } } }, "localname": "BankLoanCreditAgreementTextBlock", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreement" ], "xbrltype": "textBlockItemType" }, "BTCY_BrokerWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Broker Warrants [Member]", "label": "Broker Warrants [Member]" } } }, "localname": "BrokerWarrantsMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "BTCY_CashReceiptAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash receipt amount.", "label": "Cash receipt amount" } } }, "localname": "CashReceiptAmount", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_CashlessWarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cashless Warrant [Member]", "label": "Cashless Warrant [Member]" } } }, "localname": "CashlessWarrantMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ChangeInFairValueOfDerivativeLiabilities": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change in fair value of derivative liabilities.", "label": "ChangeInFairValueOfDerivativeLiabilities", "negatedLabel": "Change in fair value of derivative liabilities" } } }, "localname": "ChangeInFairValueOfDerivativeLiabilities", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_ClassOfWarrantOrRightCashlessWarrantExercise": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right Cashless Warrant Exercise.", "label": "Class of warrant or right cashless warrant exercise" } } }, "localname": "ClassOfWarrantOrRightCashlessWarrantExercise", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_CollateralizedBridgeLoanAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collateralized Bridge Loan Agreement [Member]", "label": "Collateralized Bridge Loan Agreement [Member]" } } }, "localname": "CollateralizedBridgeLoanAgreementMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_CollateralizedMerchantFinanceCompanyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collateralized Merchant Finance Company [Member]", "label": "Collateralized Merchant Finance Company [Member]" } } }, "localname": "CollateralizedMerchantFinanceCompanyMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_CommonStockExchangeDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common stock exchange description.", "label": "Common stock exchange description" } } }, "localname": "CommonStockExchangeDescription", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "BTCY_CommonStockSharesToBeIssued": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common stock shares to be issued.", "label": "Common stock shares to be issued" } } }, "localname": "CommonStockSharesToBeIssued", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "BTCY_ConsultantWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Consultant Warrants [Member]", "label": "Consultant Warrants [Member]" } } }, "localname": "ConsultantWarrantsMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "BTCY_ConversionNoticeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversion Notice [Member]", "label": "Conversion Notice [Member]" } } }, "localname": "ConversionNoticeMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ConversionOfStockAmountModification": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Conversion of stock amount modification.", "label": "Convertible note modification" } } }, "localname": "ConversionOfStockAmountModification", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_ConversionOfStockAmountRedemption": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Conversion of stock amount redemption.", "label": "Convertible note redemption" } } }, "localname": "ConversionOfStockAmountRedemption", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_ConvertibleNoteAndWarrantDerivativeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Convertible Note and Warrant Derivative [Member]", "label": "Convertible Note and Warrant Derivative [Member]" } } }, "localname": "ConvertibleNoteAndWarrantDerivativeMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "BTCY_ConvertibleNoteModification": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Convertible note modification.", "label": "Convertible note extinguishment" } } }, "localname": "ConvertibleNoteModification", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_ConvertibleNotesPayableRemaining": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Convertible notes payable remaining.", "label": "[custom:ConvertibleNotesPayableRemaining-0]" } } }, "localname": "ConvertibleNotesPayableRemaining", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_ConvertibleNotesShortTermLoansAndPromissoryNotes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Convertible notes short term loans and promissory notes.", "label": "Convertible notes short term loans and promissory notes", "periodEndLabel": "Balance, end of year", "periodStartLabel": "Balance, beginning of year" } } }, "localname": "ConvertibleNotesShortTermLoansAndPromissoryNotes", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_ConvertiblePromissoryNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Convertible Promissory Notes [Member]", "label": "Convertible Promissory Notes [Member]" } } }, "localname": "ConvertiblePromissoryNotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_DebtInstrumentDerivativeLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Debt instrument derivative liabilities.", "label": "Recognized additional debt discount" } } }, "localname": "DebtInstrumentDerivativeLiabilities", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_DebtInstrumentObligatedToRepayPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt instrument obligated to repay percentage.", "label": "Obligation to repay" } } }, "localname": "DebtInstrumentObligatedToRepayPercentage", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "percentItemType" }, "BTCY_DebtInstrumentRedeemedByCashPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debt instrument redeemed by cash payment.", "label": "Cash payment" } } }, "localname": "DebtInstrumentRedeemedByCashPayment", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_DebtsInstrumentSettlementAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debts Instrument Settlement Amount.", "label": "Debts instrument settlement amount" } } }, "localname": "DebtsInstrumentSettlementAmount", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_DerivativeGainLossOnDerivative": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Derivative Gain Loss On Derivative.", "label": "Fair values" } } }, "localname": "DerivativeGainLossOnDerivative", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_DerivativeLiabilitiesUponInitialRecognition": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Derivative Liabilities Upon Initial Recognition.", "label": "Derivative liabilities upon initial recognition" } } }, "localname": "DerivativeLiabilitiesUponInitialRecognition", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_DerivativeLiabilityRemainingTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative liability, remaining term (years).", "label": "Remaining terms" } } }, "localname": "DerivativeLiabilityRemainingTerm", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "durationItemType" }, "BTCY_DerivativeStockPrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Derivative stock price.", "label": "Stock price" } } }, "localname": "DerivativeStockPrice", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "perShareItemType" }, "BTCY_DeviceSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Device Sales [Member]", "label": "Device Sales [Member]" } } }, "localname": "DeviceSalesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "BTCY_DisclosureFederallyGuaranteedLoanAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Federally Guaranteed Loan" } } }, "localname": "DisclosureFederallyGuaranteedLoanAbstract", "nsuri": "http://biotricity.com/20230331", "xbrltype": "stringItemType" }, "BTCY_DisclosureOfBasisOfPresentationMeasurementAndConsolidationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Basis Of Presentation Measurement And Consolidation" } } }, "localname": "DisclosureOfBasisOfPresentationMeasurementAndConsolidationAbstract", "nsuri": "http://biotricity.com/20230331", "xbrltype": "stringItemType" }, "BTCY_DisclosureOperatingLeaseRightofuseAssetsAndLeaseObligationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Lease Right-of-use Assets And Lease Obligations", "terseLabel": "Schedule Of Contractual Undiscounted Cash Flows For Lease Obligation", "verboseLabel": "Schedule Of Operating Leases Obligations" } } }, "localname": "DisclosureOperatingLeaseRightofuseAssetsAndLeaseObligationsAbstract", "nsuri": "http://biotricity.com/20230331", "xbrltype": "stringItemType" }, "BTCY_DisclosureTermLoanAndCreditAgreementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Term Loan And Credit Agreement" } } }, "localname": "DisclosureTermLoanAndCreditAgreementAbstract", "nsuri": "http://biotricity.com/20230331", "xbrltype": "stringItemType" }, "BTCY_DiscountPercentageForPurchasePricePerShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Discount percentage for purchase price per shares.", "label": "Discount percentage for purchase price per shares" } } }, "localname": "DiscountPercentageForPurchasePricePerShares", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "percentItemType" }, "BTCY_EarlyPaymentPenaltyProvisionPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Early payment penalty provision percentage.", "label": "Early payment penalty provision percentage" } } }, "localname": "EarlyPaymentPenaltyProvisionPercentage", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "percentItemType" }, "BTCY_EconomicInjuryDisasterLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Economic Injury Disaster Loan [Member]", "label": "Economic Injury Disaster Loan [Member]" } } }, "localname": "EconomicInjuryDisasterLoanMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ElevenPercentageSecuredConvertiblePromissoryNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "11% Secured Convertible Promissory Notes [Member]", "label": "11% Secured Convertible Promissory Notes [Member]" } } }, "localname": "ElevenPercentageSecuredConvertiblePromissoryNotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ExchangeAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Exchange Agreement [Member]", "label": "Exchange Agreement [Member]" } } }, "localname": "ExchangeAgreementMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ExchangecoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Exchangeco [Member]", "label": "Exchangeco [Member]" } } }, "localname": "ExchangecoMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ExecutiveMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Executive [Member]", "label": "Executive [Member]" } } }, "localname": "ExecutiveMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ExitFees": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Exit Fees.", "label": "Exit fees" } } }, "localname": "ExitFees", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_ExpectedForfeitureAttritionRates": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Expected forfeiture (attrition) rate.", "label": "Expected forfeiture (attrition) rate" } } }, "localname": "ExpectedForfeitureAttritionRates", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "BTCY_FederallyGuaranteedLoans": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Federally guaranteed loans.", "label": "Federally guaranteed loans" } } }, "localname": "FederallyGuaranteedLoans", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_FederallyGuaranteedLoansTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Federally Guaranteed Loans [Text Block]", "label": "FEDERALLY GUARANTEED LOAN" } } }, "localname": "FederallyGuaranteedLoansTextBlock", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/FederallyGuaranteedLoan" ], "xbrltype": "textBlockItemType" }, "BTCY_FinanceCompanyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Finance Company [Member]", "label": "Finance Company [Member]" } } }, "localname": "FinanceCompanyMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_FirstFourWeeksMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First Four Weeks [Member]", "label": "First Four Weeks [Member]" } } }, "localname": "FirstFourWeeksMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_IndividualInvestorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Individual Investor [Member]", "label": "Individual Investor [Member]" } } }, "localname": "IndividualInvestorMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_InvestorsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investors [Member]", "label": "Investors [Member]" } } }, "localname": "InvestorsMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_IssuanceOfCommonSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance of Common Shares [Member]", "label": "Issuance of Common Shares [Member]" } } }, "localname": "IssuanceOfCommonSharesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_IssuanceOfPreferredSharesForPrivatePlacementInvestorsShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance of preferred shares for private placement investors shares.", "label": "Issuance of preferred shares for private placement investors shares" } } }, "localname": "IssuanceOfPreferredSharesForPrivatePlacementInvestorsShares", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_IssuanceOfWarrantsForServicesAtFairValue": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Issuance of warrants for services at fair value.", "label": "Issuance of warrants for services, at fair value" } } }, "localname": "IssuanceOfWarrantsForServicesAtFairValue", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_LendersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lenders [Member]", "label": "Lenders [Member]" } } }, "localname": "LendersMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_LesseeOperatingLeaseLiabilityPaymentsDueYearFiveAndBeyond": { "auth_ref": [], "calculation": { "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Lessee operating lease liability payments due year five and beyond.", "label": "2027 and beyond" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFiveAndBeyond", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_LossOnConversionOfConvertiblePromissoryNotes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Loss on conversion of convertible promissory notes.", "label": "Loss on conversion of convertible promissory notes" } } }, "localname": "LossOnConversionOfConvertiblePromissoryNotes", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_LossOnDebtAndWarrantModification": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Loss on debt and warrant modification.", "label": "Loss on debt and warrant modification [Note 5]" } } }, "localname": "LossOnDebtAndWarrantModification", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_LossUponConvertiblePromissoryNotesConversionAndRedemption": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Loss upon convertible promissory notes conversion and redemption.", "label": "Loss upon convertible promissory notes conversion and redemption" } } }, "localname": "LossUponConvertiblePromissoryNotesConversionAndRedemption", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_NewConvertibleNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Convertible Note [Member]", "label": "New Convertible Note [Member]" } } }, "localname": "NewConvertibleNoteMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_NewIssuanceOfConvertibleNoteNetOfDiscounts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "New issuance of convertible note net of discounts.", "label": "New issuance of convertible note, net of discounts" } } }, "localname": "NewIssuanceOfConvertibleNoteNetOfDiscounts", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_NewIssuanceOfShorttermLoanAndPromissoryNotesNetOfDiscounts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "New issuance of shortterm loan and promissory notes, net of discounts.", "label": "New issuance of short-term loan and promissory notes, net of discounts" } } }, "localname": "NewIssuanceOfShorttermLoanAndPromissoryNotesNetOfDiscounts", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_NewLeaseAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Lease Agreement [Member]", "label": "New Lease Agreement [Member]" } } }, "localname": "NewLeaseAgreementMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_NewPromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Promissory Note [Member]", "label": "New Promissory Note [Member]" } } }, "localname": "NewPromissoryNoteMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_NoncashLeaseExpenses": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Noncash lease expenses.", "label": "Non-cash lease expenses" } } }, "localname": "NoncashLeaseExpenses", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_NumberOfExchangeableSharesIssued": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of exchangeable shares issued.", "label": "Number of exchangeable shares issued" } } }, "localname": "NumberOfExchangeableSharesIssued", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_NumberSharesRemovedPreviouslyToBeIssued": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number shares removed previously to be issued", "label": "Number shares removed previously to be issued" } } }, "localname": "NumberSharesRemovedPreviouslyToBeIssued", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_OperatingLeaseNewLeases": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating lease new leases.", "label": "Operating lease liability, beginning balance" } } }, "localname": "OperatingLeaseNewLeases", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_OperatingLeaseRepaymentAndInterestAccretion": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Repayment and interest accretion.", "label": "Repayment and interest accretion", "negatedLabel": "Operating lease liability, beginning balance" } } }, "localname": "OperatingLeaseRepaymentAndInterestAccretion", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_OperatingLeaseRightOfUseAssetNewLeases": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating lease right of use asset new leases.", "label": "Operating lease right-of-use asset, beginning balance" } } }, "localname": "OperatingLeaseRightOfUseAssetNewLeases", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_OperatingLeasesOfLesseeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating leases of lessee [Table Text Block]", "label": "SCHEDULE OF OPERATING LEASES OBLIGATIONS" } } }, "localname": "OperatingLeasesOfLesseeTableTextBlock", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsTables" ], "xbrltype": "textBlockItemType" }, "BTCY_OperatingLossCarryforwardsExpirationDateDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating loss carryforwards, expiration date, description.", "label": "Operating loss carry forwards expiration date description" } } }, "localname": "OperatingLossCarryforwardsExpirationDateDescription", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/IncomeTaxesDetailsNarrative" ], "xbrltype": "stringItemType" }, "BTCY_OptionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Options [Member]", "label": "Options [Member]" } } }, "localname": "OptionsMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_OriginationFeeAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Origination fee amount.", "label": "Origination fee" } } }, "localname": "OriginationFeeAmount", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_OtherConvertibleNotesPayableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Convertible Notes Payable [Member]", "label": "Other Convertible Notes Payable [Member]" } } }, "localname": "OtherConvertibleNotesPayableMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_PlacementAgentFeesDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Placement agent fees description.", "label": "Placement agent fees description" } } }, "localname": "PlacementAgentFeesDescription", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "BTCY_PlacementAgentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Placement Agent [Member]", "label": "Placement Agent [Member]" } } }, "localname": "PlacementAgentMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_PreferredSharesExtinguishmentsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred Shares Extinguishments [Policy Text Block]", "label": "Preferred Shares Extinguishments" } } }, "localname": "PreferredSharesExtinguishmentsPolicyTextBlock", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "BTCY_PreferredStockDividends": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Preferred stock dividends", "label": "PreferredStockDividends", "negatedLabel": "Preferred stock dividends" } } }, "localname": "PreferredStockDividends", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_PreferredStockPurchasedBackViaCash": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Preferred stock purchased back via cash.", "label": "Preferred stock purchased back via cash" } } }, "localname": "PreferredStockPurchasedBackViaCash", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_PreferredStockPurchasedBackViaCashShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred stock purchased back via cash shares.", "label": "Preferred stock purchased back via cash, shares" } } }, "localname": "PreferredStockPurchasedBackViaCashShares", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "BTCY_ProceedsFromIssuanceOfSharesFromUplisting": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from issuance of shares from uplisting.", "label": "Issuance of shares from uplisting" } } }, "localname": "ProceedsFromIssuanceOfSharesFromUplisting", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_PromissoryNoteAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Promissory Note Agreement [Member]", "label": "Promissory Note Agreement [Member]" } } }, "localname": "PromissoryNoteAgreementMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_PromissoryNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Promissory Notes [Member].", "label": "Promissory Notes [Member]" } } }, "localname": "PromissoryNotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RedeemedAndDerivativeLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Redeemed and derivative liabilities.", "label": "Redeemed and derivative liabilities" } } }, "localname": "RedeemedAndDerivativeLiabilities", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_RedemptionOfConvertibleNotes": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Redemption of convertible notes.", "label": "Redemption of convertible notes", "negatedLabel": "Redemption of convertible notes" } } }, "localname": "RedemptionOfConvertibleNotes", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_ReductionDueToPreferredSharesRedeemed": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Reduction due to preferred shares redeemed.", "label": "Reduction due to preferred shares redeemed" } } }, "localname": "ReductionDueToPreferredSharesRedeemed", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "BTCY_RemainingThirtySixWeeksMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Remaining Thirty Six Weeks [Member]", "label": "Remaining Thirty Six Weeks [Member]" } } }, "localname": "RemainingThirtySixWeeksMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithInNinetyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With In Ninety Days [Member]", "label": "Repay With In Ninety Days [Member]" } } }, "localname": "RepayWithInNinetyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithInOneFiftyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With In One Fifty Days [Member]", "label": "Repay With In One Fifty Days [Member]" } } }, "localname": "RepayWithInOneFiftyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithInOneTwentyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With In One Twenty Days [Member]", "label": "Repay With In One Twenty Days [Member]" } } }, "localname": "RepayWithInOneTwentyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithInSixtyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With In Sixty Days [Member]", "label": "Repay With In Sixty Days [Member]" } } }, "localname": "RepayWithInSixtyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithInThirtyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With In Thirty Days [Member]", "label": "Repay With In Thirty Days [Member]" } } }, "localname": "RepayWithInThirtyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithNinetyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With Ninety Days [Member]", "label": "Repay With Ninety Days [Member]" } } }, "localname": "RepayWithNinetyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithOneTwentyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With One Twenty Days [Member]", "label": "Repay With One Twenty Days [Member]" } } }, "localname": "RepayWithOneTwentyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithSixtyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With Sixty Days [Member]", "label": "Repay With Sixty Days [Member]" } } }, "localname": "RepayWithSixtyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepayWithThirtyDaysMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Repay With Thirty Days [Member]", "label": "Repay With Thirty Days [Member]" } } }, "localname": "RepayWithThirtyDaysMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_RepaymentsOfPreferredStockDividend": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Repayments of preferred stock dividend.", "label": "RepaymentsOfPreferredStockDividend", "negatedLabel": "Preferred stock dividend" } } }, "localname": "RepaymentsOfPreferredStockDividend", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "BTCY_ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Contractual Undiscounted Cash Flows For Lease Obligation [Table Text Block]", "label": "SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION" } } }, "localname": "ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationTableTextBlock", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsTables" ], "xbrltype": "textBlockItemType" }, "BTCY_ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Property And Equipment Estimated Useful Lives [Table Text Block]", "label": "SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES" } } }, "localname": "ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesTableTextBlock", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "BTCY_SeriesAConvertibleNoteHoldersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series A Convertible Note Holders [Member]", "label": "Series A Convertible Note Holders [Member]" } } }, "localname": "SeriesAConvertibleNoteHoldersMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SeriesANoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series A Note [Member]", "label": "Series A Note [Member]" } } }, "localname": "SeriesANoteMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SeriesANotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series A Notes [Member].", "label": "Series A Notes [Member]" } } }, "localname": "SeriesANotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SeriesANotesOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series A Notes One [Member]", "label": "Series A Notes One [Member]" } } }, "localname": "SeriesANotesOneMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SeriesANotesTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series A Notes Two [Member]", "label": "Series A Notes Two [Member]" } } }, "localname": "SeriesANotesTwoMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SeriesBNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series B Notes [Member]", "label": "Series B Notes [Member]" } } }, "localname": "SeriesBNotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SeriesCNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series C Notes [Member]", "label": "Series C Notes [Member]" } } }, "localname": "SeriesCNotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ServiceRelatedAndOtherRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Service Related and Other Revenue [Member]", "label": "Service Related and Other Revenue [Member]" } } }, "localname": "ServiceRelatedAndOtherRevenueMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "BTCY_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpirationDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Expiry date.", "label": "Share based compensation expiration date" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpirationDate", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "dateItemType" }, "BTCY_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Weighted average remaining contractual term beginning outstanding" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "BTCY_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExercised2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term exercised 2.", "label": "Weighted average remaining contractual term Exercised" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExercised2", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "BTCY_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExpired2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term expired 2.", "label": "Weighted average remaining contractual term Expired" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermExpired2", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "BTCY_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermForfeited2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term forfeited 2.", "label": "Weighted average remaining contractual term Forfeited" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermForfeited2", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "BTCY_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermGranted2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sharebased compensation arrangement by sharebased payment award options outstanding weighted average remaining contractual term granted 2.", "label": "Weighted average remaining contractual term Granted" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermGranted2", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "BTCY_ShareholdersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shareholders [Member]", "label": "Shareholders [Member]" } } }, "localname": "ShareholdersMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_SharesToBeIssued": { "auth_ref": [], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Shares to be issued.", "label": "Shares to be issued, 23,723 and 123,817 shares of common stock as at March 31, 2023 and March 31, 2022, respectively) [Note 9]" } } }, "localname": "SharesToBeIssued", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "BTCY_SharesToBeIssuedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shares To Be Issued [Member]", "label": "Shares To Be Issued [Member]" } } }, "localname": "SharesToBeIssuedMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ShortTermBridgeLoanAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Short-term Bridge Loan Agreement [Member]", "label": "Short-term Bridge Loan Agreement [Member]" } } }, "localname": "ShortTermBridgeLoanAgreementMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_ShortTermCollateralizedBridgeLoanAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Short-term Collateralized Bridge Loan Agreement [Member]", "label": "Short-term Collateralized Bridge Loan Agreement [Member]" } } }, "localname": "ShortTermCollateralizedBridgeLoanAgreementMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_StockIssuedDuringPeriodShareConversionOfConvertibleSecurities": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of stock issued during the period convertible, shares.", "label": "Stock issued during period share conversion of convertible securities" } } }, "localname": "StockIssuedDuringPeriodShareConversionOfConvertibleSecurities", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodSharesCashlessExerciseOfWarrantsShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock issued during period shares cashless exercise of warrants shares.", "label": "Cashless exercise of warrants, shares" } } }, "localname": "StockIssuedDuringPeriodSharesCashlessExerciseOfWarrantsShares", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodSharesIssuanceOfSharesFromUplisting": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock issued during period shares issuance of shares from uplisting.", "label": "Issuance of shares from uplisting [Note 9], shares" } } }, "localname": "StockIssuedDuringPeriodSharesIssuanceOfSharesFromUplisting", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodSharesIssuanceOfSharesInLieuOfConvertibleNoteInterest": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock issued during period shares issuance of shares in lieu of convertible note interest.", "label": "Issuance of shares in lieu of convertible note interest [Note 9], shares", "terseLabel": "Common shares in lieu of interest payment", "verboseLabel": "Convertible notes payable" } } }, "localname": "StockIssuedDuringPeriodSharesIssuanceOfSharesInLieuOfConvertibleNoteInterest", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodSharesPreferredSharesIssuedForPrivatePlacementInvestors": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock issued during period shares preferred shares issued for private placement investors.", "label": "Issuance of preferred shares for private placement investors [Note 9], shares" } } }, "localname": "StockIssuedDuringPeriodSharesPreferredSharesIssuedForPrivatePlacementInvestors", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodSharesPreferredStockPurchasedBackViaCashShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock issued during period shares preferred stock purchased back via cash shares.", "label": "StockIssuedDuringPeriodSharesPreferredStockPurchasedBackViaCashShares", "verboseLabel": "Preferred stock purchased back via cash, shares" } } }, "localname": "StockIssuedDuringPeriodSharesPreferredStockPurchasedBackViaCashShares", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodSharesWarrantsExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock issued during period shares warrants exercised.", "label": "Exercise of warrants for cash [Note 9], shares", "negatedLabel": "Stock issued during period shares warrants exercised", "verboseLabel": "Stock issued during period shares warrants exercised" } } }, "localname": "StockIssuedDuringPeriodSharesWarrantsExercised", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "BTCY_StockIssuedDuringPeriodValueCashlessExerciseOfWarrants": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value cashless exercise of warrants.", "label": "Cashless exercise of warrants" } } }, "localname": "StockIssuedDuringPeriodValueCashlessExerciseOfWarrants", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValueIssuanceOfSharesFromUplisting": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value issuance of shares from uplisting.", "label": "Issuance of shares from uplisting [Note 9]" } } }, "localname": "StockIssuedDuringPeriodValueIssuanceOfSharesFromUplisting", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValueIssuanceOfSharesInLieuOfConvertibleNoteInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value issuance of shares in lieu of convertible note interest.", "label": "Issuance of shares in lieu of convertible note interest [Note 9]", "terseLabel": "Common shares in lieu of interest payment, value", "verboseLabel": "Convertible notes payable" } } }, "localname": "StockIssuedDuringPeriodValueIssuanceOfSharesInLieuOfConvertibleNoteInterest", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValuePreferredSharesIssuedForPrivatePlacementInvestors": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value preferred shares issued for private placement investors.", "label": "Issuance of preferred shares for private placement investors [Note 9]" } } }, "localname": "StockIssuedDuringPeriodValuePreferredSharesIssuedForPrivatePlacementInvestors", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValuePreferredStockPurchasedBackViaCash": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value preferred stock purchased back via cash shares.", "label": "StockIssuedDuringPeriodValuePreferredStockPurchasedBackViaCash", "verboseLabel": "Preferred stock purchased back via cash" } } }, "localname": "StockIssuedDuringPeriodValuePreferredStockPurchasedBackViaCash", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValueToBeIssued": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value to be issued.", "label": "Stock issued during period value to be issued" } } }, "localname": "StockIssuedDuringPeriodValueToBeIssued", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValueWarrantsExercise": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued on warrants exercise.", "label": "Stock issued during period value warrants exercise" } } }, "localname": "StockIssuedDuringPeriodValueWarrantsExercise", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValueWarrantsExercised": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Exercise of warrants for cash.", "label": "Exercise of warrants for cash [Note 9]", "negatedLabel": "Stock issued during period value warrants exercised" } } }, "localname": "StockIssuedDuringPeriodValueWarrantsExercised", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_StockIssuedDuringPeriodValueWarrantsExercisedForPromissoryNotes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock issued during period value warrants exercised for promissory notes.", "label": "Exchange of warrants for promissory notes" } } }, "localname": "StockIssuedDuringPeriodValueWarrantsExercisedForPromissoryNotes", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "BTCY_StockOptionModificationExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Stock option modification expenses.", "label": "Stock option modification Expenses" } } }, "localname": "StockOptionModificationExpenses", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_TechnologyFeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Technology Fees [Member]", "label": "Technology Fees [Member]" } } }, "localname": "TechnologyFeesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "BTCY_TermLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan [Member]", "label": "Term Loan [Member]" } } }, "localname": "TermLoanMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_TwoSeriesANotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Series A Notes [Member]", "label": "Two Series A Notes [Member]" } } }, "localname": "TwoSeriesANotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_TwoThousandAndSixteenEquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2016 Equity Incentive Plan [Member]", "label": "2016 Equity Incentive Plan [Member]" } } }, "localname": "TwoThousandAndSixteenEquityIncentivePlanMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_TwoThousandAndTwentyThreeEquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2023 Equity Incentive Plan [Member]", "label": "2023 Equity Incentive Plan [Member]" } } }, "localname": "TwoThousandAndTwentyThreeEquityIncentivePlanMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_UnderwriterMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Underwriter [Member]", "label": "Underwriter [Member]" } } }, "localname": "UnderwriterMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_UnitDistributionOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unit Distribution One [Member]", "label": "Unit Distribution One [Member]" } } }, "localname": "UnitDistributionOneMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_UnitDistributionTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unit Distribution Two [Member]", "label": "Unit Distribution Two [Member]" } } }, "localname": "UnitDistributionTwoMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_UnpaidInterestAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Unpaid interest amount.", "label": "Unpaid interest amount" } } }, "localname": "UnpaidInterestAmount", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "BTCY_UplistingPublicStockOfferingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Uplisting Public Stock Offering [Member]", "label": "Uplisting Public Stock Offering [Member]" } } }, "localname": "UplistingPublicStockOfferingMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_VolumeWeightedAveragePricePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Volume weighted average price percentage.", "label": "Volume weighted average price percentage" } } }, "localname": "VolumeWeightedAveragePricePercentage", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "percentItemType" }, "BTCY_WarrantOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant One [Member]", "label": "Warrant One [Member]" } } }, "localname": "WarrantOneMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_WarrantTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant Two [Member]", "label": "Warrant Two [Member]" } } }, "localname": "WarrantTwoMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "BTCY_WarrantsIssuedOnConversionOfConvertibleNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants Issued on Conversion of Convertible Notes [Member]", "label": "Warrants Issued on Conversion of Convertible Notes [Member] [Default Label]", "verboseLabel": "Warrants Issued on Conversion of Convertible Notes [Member]" } } }, "localname": "WarrantsIssuedOnConversionOfConvertibleNoteMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "BTCY_WarrantsIssuedOnConversionOfConvertibleNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants Issued on Conversion of Convertible Notes [Member]", "label": "Warrants Issued on Conversion of Convertible Notes [Member]" } } }, "localname": "WarrantsIssuedOnConversionOfConvertibleNotesMember", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "BTCY_WorkingCapitalDeficiency": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Working capital deficiency.", "label": "Working capital deficiency" } } }, "localname": "WorkingCapitalDeficiency", "nsuri": "http://biotricity.com/20230331", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "dei_AmendmentDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of changes contained within amended document.", "label": "Amendment Description" } } }, "localname": "AmendmentDescription", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "stringItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AnnualInformationForm": { "auth_ref": [ "r666" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag with value true on a form if it is an annual report containing an annual information form.", "label": "Annual Information Form" } } }, "localname": "AnnualInformationForm", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditedAnnualFinancialStatements": { "auth_ref": [ "r666" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag with value true on a form if it is an annual report containing audited financial statements.", "label": "Audited Annual Financial Statements" } } }, "localname": "AuditedAnnualFinancialStatements", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r663", "r665", "r666" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r663", "r665", "r666" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r663", "r665", "r666" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CountryRegion": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Region code of country", "label": "Country Region" } } }, "localname": "CountryRegion", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2023", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAccountingStandard": { "auth_ref": [ "r665" ], "lang": { "en-us": { "role": { "documentation": "The basis of accounting the registrant has used to prepare the financial statements included in this filing This can either be 'U.S. GAAP', 'International Financial Reporting Standards', or 'Other'.", "label": "Document Accounting Standard" } } }, "localname": "DocumentAccountingStandard", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "accountingStandardItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r663", "r665", "r666" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFinStmtErrorCorrectionFlag": { "auth_ref": [ "r663", "r665", "r666", "r668" ], "lang": { "en-us": { "role": { "documentation": "Indicates whether any of the financial statement period in the filing include a restatement due to error correction.", "label": "Document Financial Statement Error Correction [Flag]" } } }, "localname": "DocumentFinStmtErrorCorrectionFlag", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentPeriodStartDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The start date of the period covered in the document, in YYYY-MM-DD format.", "label": "Document Period Start Date" } } }, "localname": "DocumentPeriodStartDate", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentQuarterlyReport": { "auth_ref": [ "r664" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an quarterly report.", "label": "Document Quarterly Report" } } }, "localname": "DocumentQuarterlyReport", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentRegistrationStatement": { "auth_ref": [ "r652" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a registration statement.", "label": "Document Registration Statement" } } }, "localname": "DocumentRegistrationStatement", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentShellCompanyEventDate": { "auth_ref": [ "r665" ], "lang": { "en-us": { "role": { "documentation": "Date of event requiring a shell company report.", "label": "Document Shell Company Event Date" } } }, "localname": "DocumentShellCompanyEventDate", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentShellCompanyReport": { "auth_ref": [ "r665" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true for a Shell Company Report pursuant to section 13 or 15(d) of the Exchange Act.", "label": "Document Shell Company Report" } } }, "localname": "DocumentShellCompanyReport", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r667" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r655" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 2 such as Street or Suite number", "label": "Entity Address, Address Line Two" } } }, "localname": "EntityAddressAddressLine2", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine3": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 3 such as an Office Park", "label": "Entity Address, Address Line Three" } } }, "localname": "EntityAddressAddressLine3", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCountry": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ISO 3166-1 alpha-2 country code.", "label": "Entity Address, Country" } } }, "localname": "EntityAddressCountry", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "countryCodeItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityBankruptcyProceedingsReportingCurrent": { "auth_ref": [ "r658" ], "lang": { "en-us": { "role": { "documentation": "For registrants involved in bankruptcy proceedings during the preceding five years, the value Yes indicates that the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court; the value No indicates the registrant has not. Registrants not involved in bankruptcy proceedings during the preceding five years should not report this element.", "label": "Entity Bankruptcy Proceedings, Reporting Current" } } }, "localname": "EntityBankruptcyProceedingsReportingCurrent", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Elected Not To Use the Extended Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r669" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPrimarySicNumber": { "auth_ref": [ "r666" ], "lang": { "en-us": { "role": { "documentation": "Primary Standard Industrial Classification (SIC) Number for the Entity.", "label": "Entity Primary SIC Number" } } }, "localname": "EntityPrimarySicNumber", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "sicNumberItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r654" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r670" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_Extension": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Extension number for local phone number.", "label": "Extension" } } }, "localname": "Extension", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r663", "r665", "r666" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_NoTradingSymbolFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a security having no trading symbol.", "label": "No Trading Symbol Flag" } } }, "localname": "NoTradingSymbolFlag", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "trueItemType" }, "dei_OtherReportingStandardItemNumber": { "auth_ref": [ "r665" ], "lang": { "en-us": { "role": { "documentation": "\"Item 17\" or \"Item 18\" specified when the basis of accounting is neither US GAAP nor IFRS.", "label": "Other Reporting Standard Item Number" } } }, "localname": "OtherReportingStandardItemNumber", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "otherReportingStandardItemNumberItemType" }, "dei_PreCommencementIssuerTenderOffer": { "auth_ref": [ "r659" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.", "label": "Pre-commencement Issuer Tender Offer" } } }, "localname": "PreCommencementIssuerTenderOffer", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_PreCommencementTenderOffer": { "auth_ref": [ "r660" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.", "label": "Pre-commencement Tender Offer" } } }, "localname": "PreCommencementTenderOffer", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r653" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_Security12gTitle": { "auth_ref": [ "r657" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(g) registered security.", "label": "Title of 12(g) Security" } } }, "localname": "Security12gTitle", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r656" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_SecurityReportingObligation": { "auth_ref": [ "r661" ], "lang": { "en-us": { "role": { "documentation": "15(d), indicating whether the security has a reporting obligation under that section of the Exchange Act.", "label": "Security Reporting Obligation" } } }, "localname": "SecurityReportingObligation", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "securityReportingObligationItemType" }, "dei_SolicitingMaterial": { "auth_ref": [ "r662" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.", "label": "Soliciting Material" } } }, "localname": "SolicitingMaterial", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "dei_WrittenCommunications": { "auth_ref": [ "r671" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.", "label": "Written Communications" } } }, "localname": "WrittenCommunications", "nsuri": "http://xbrl.sec.gov/dei/2023", "presentation": [ "http://biotricity.com/role/Cover" ], "xbrltype": "booleanItemType" }, "srt_ChiefExecutiveOfficerMember": { "auth_ref": [ "r698" ], "lang": { "en-us": { "role": { "label": "Chief Executive Officer [Member]" } } }, "localname": "ChiefExecutiveOfficerMember", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_ExecutiveOfficerMember": { "auth_ref": [ "r698" ], "lang": { "en-us": { "role": { "label": "Executive Officer [Member]" } } }, "localname": "ExecutiveOfficerMember", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r276", "r277", "r278", "r279", "r349", "r465", "r506", "r536", "r537", "r593", "r595", "r598", "r599", "r600", "r609", "r610", "r620", "r628", "r633", "r640", "r707", "r752", "r753", "r754", "r755", "r756", "r757" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r276", "r277", "r278", "r279", "r349", "r465", "r506", "r536", "r537", "r593", "r595", "r598", "r599", "r600", "r609", "r610", "r620", "r628", "r633", "r640", "r707", "r752", "r753", "r754", "r755", "r756", "r757" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_PlatformOperatorCryptoAssetLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Platform Operator, Crypto-Asset [Line Items]" } } }, "localname": "PlatformOperatorCryptoAssetLineItems", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "srt_PlatformOperatorCryptoAssetTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Platform Operator, Crypto-Asset [Table]" } } }, "localname": "PlatformOperatorCryptoAssetTable", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r257", "r467", "r500", "r501", "r502", "r503", "r504", "r505", "r612", "r629", "r639", "r676", "r703", "r704", "r711", "r761" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r257", "r467", "r500", "r501", "r502", "r503", "r504", "r505", "r612", "r629", "r639", "r676", "r703", "r704", "r711", "r761" ], "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r276", "r277", "r278", "r279", "r340", "r349", "r379", "r380", "r381", "r464", "r465", "r506", "r536", "r537", "r593", "r595", "r598", "r599", "r600", "r609", "r610", "r620", "r628", "r633", "r640", "r643", "r700", "r707", "r753", "r754", "r755", "r756", "r757" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r276", "r277", "r278", "r279", "r340", "r349", "r379", "r380", "r381", "r464", "r465", "r506", "r536", "r537", "r593", "r595", "r598", "r599", "r600", "r609", "r610", "r620", "r628", "r633", "r640", "r643", "r700", "r707", "r753", "r754", "r755", "r756", "r757" ], "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_ScenarioUnspecifiedDomain": { "auth_ref": [ "r230", "r350", "r674", "r696" ], "localname": "ScenarioUnspecifiedDomain", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_StatementScenarioAxis": { "auth_ref": [ "r230", "r350", "r674", "r675", "r696" ], "lang": { "en-us": { "role": { "label": "Scenario [Axis]" } } }, "localname": "StatementScenarioAxis", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r698", "r748" ], "lang": { "en-us": { "role": { "label": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r37" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts payable and accrued liabilities [Note 4]", "totalLabel": "Accounts payable and accrued liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock": { "auth_ref": [ "r34" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.", "label": "ACCOUNTS PAYABLE AND ACCRUED LIABILITIES" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/AccountsPayableAndAccruedLiabilities" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableOtherCurrent": { "auth_ref": [ "r33" ], "calculation": { "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligations incurred classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Trade and other payables" } } }, "localname": "AccountsPayableOtherCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r260", "r261" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetNoncurrent": { "auth_ref": [ "r260", "r480" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as noncurrent.", "label": "Long-term accounts receivable" } } }, "localname": "AccountsReceivableNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccretionAmortizationOfDiscountsAndPremiumsInvestments": { "auth_ref": [ "r130" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The sum of the periodic adjustments of the differences between securities' face values and purchase prices that are charged against earnings. This is called accretion if the security was purchased at a discount and amortization if it was purchased at premium. As a noncash item, this element is an adjustment to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Accretion and amortization expenses [Note 5,6]" } } }, "localname": "AccretionAmortizationOfDiscountsAndPremiumsInvestments", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccretionExpense": { "auth_ref": [ "r622", "r701" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for the passage of time, typically for liabilities, that have been discounted to their net present values. Excludes accretion associated with asset retirement obligations.", "label": "Accretion and amortization expense", "verboseLabel": "Accretion expense" } } }, "localname": "AccretionExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r39" ], "calculation": { "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued liabilities" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfAccountsPayableAndAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r68", "r183", "r492" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "periodEndLabel": "Accumulated depreciation, ending balance", "periodStartLabel": "Accumulated depreciation, beginning balance" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [ "r198", "r199", "r438", "r439", "r440", "r441", "r442", "r443" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r48", "r49", "r118", "r188", "r488", "r511", "r512" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.", "label": "Accumulated other comprehensive loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r198", "r199", "r438", "r439", "r440", "r441", "r442", "r443" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r4", "r16", "r49", "r422", "r425", "r455", "r507", "r508", "r683", "r684", "r685", "r693", "r694", "r695" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r110", "r638", "r763" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional paid-in-capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalCommonStock": { "auth_ref": [ "r110" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.", "label": "Additional paid in capital common stock" } } }, "localname": "AdditionalPaidInCapitalCommonStock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r383", "r384", "r385", "r524", "r693", "r694", "r695", "r742", "r767" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalOther": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of other increase (decrease) in additional paid in capital (APIC).", "label": "Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalOther", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid-in capital (APIC) for recognition of cost for employee stock purchase program (ESPP) award under share-based payment arrangement.", "label": "Stock based compensation - ESOP [Note 9]" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationEmployeeStockPurchaseProgramRequisiteServicePeriodRecognition", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to reconcile net loss to net cash used in operations" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AmortizationOfDebtDiscountPremium": { "auth_ref": [ "r9", "r96", "r125", "r311" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.", "label": "Accretion and amortization of discounts" } } }, "localname": "AmortizationOfDebtDiscountPremium", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "auth_ref": [ "r311", "r446", "r626", "r627", "r689" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs.", "label": "Amortization of debt discount expense" } } }, "localname": "AmortizationOfFinancingCostsAndDiscounts", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ArrangementsAndNonarrangementTransactionsMember": { "auth_ref": [ "r412" ], "lang": { "en-us": { "role": { "documentation": "Collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations." } } }, "localname": "ArrangementsAndNonarrangementTransactionsMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r152", "r184", "r214", "r244", "r251", "r255", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r414", "r418", "r436", "r485", "r558", "r638", "r651", "r705", "r706", "r750" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "TOTAL ASSETS" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r178", "r191", "r214", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r414", "r418", "r436", "r638", "r705", "r706", "r750" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CURRENT ASSETS" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AwardDateAxis": { "auth_ref": [ "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737" ], "lang": { "en-us": { "role": { "documentation": "Information by date or year award under share-based payment arrangement is granted.", "label": "Award Date [Axis]" } } }, "localname": "AwardDateAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_AwardDateDomain": { "auth_ref": [ "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737" ], "lang": { "en-us": { "role": { "documentation": "Date or year award under share-based payment arrangement is granted." } } }, "localname": "AwardDateDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r354", "r355", "r356", "r358", "r359", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r378", "r379", "r380", "r381", "r382" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock": { "auth_ref": [ "r105", "r131", "r132" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION" } } }, "localname": "BusinessDescriptionAndBasisOfPresentationTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidation" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r55", "r181", "r613" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [ "r181" ], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Cash and Cash Equivalents [Line Items]" } } }, "localname": "CashAndCashEquivalentsLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r56" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "verboseLabel": "Cash" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations": { "auth_ref": [ "r55", "r128", "r210" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations", "periodEndLabel": "Cash, end of year", "periodStartLabel": "Cash, beginning of year" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "auth_ref": [ "r3", "r128" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect", "totalLabel": "Net (decrease) increase in cash during the year" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashMember": { "auth_ref": [ "r181" ], "lang": { "en-us": { "role": { "documentation": "Currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits.", "label": "Cash [Member]" } } }, "localname": "CashMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r175", "r185", "r186", "r187", "r214", "r233", "r234", "r237", "r239", "r242", "r243", "r265", "r280", "r282", "r283", "r284", "r287", "r288", "r320", "r321", "r325", "r328", "r335", "r436", "r515", "r516", "r517", "r518", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r546", "r567", "r587", "r602", "r603", "r604", "r605", "r606", "r673", "r690", "r697" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock." } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [ "r185", "r186", "r187", "r242", "r320", "r321", "r323", "r325", "r328", "r333", "r335", "r515", "r516", "r517", "r518", "r628", "r673", "r690" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r336" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Exercise price", "verboseLabel": "Exercise Price" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.", "label": "Warrants issued", "verboseLabel": "Warrants for promissory notes" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights": { "auth_ref": [ "r336" ], "lang": { "en-us": { "role": { "documentation": "Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.", "label": "Share purchase warrants to underwriter" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of warrant or right outstanding" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightReasonForIssuingToNonemployees": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of reason for issuing warrant or right.", "label": "Expiration Date", "verboseLabel": "Expiry date" } } }, "localname": "ClassOfWarrantOrRightReasonForIssuingToNonemployees", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_CollaborativeArrangementsAndNoncollaborativeArrangementTransactionsLineItems": { "auth_ref": [ "r412" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]" } } }, "localname": "CollaborativeArrangementsAndNoncollaborativeArrangementTransactionsLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r137", "r274", "r275", "r608", "r702" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "COMMITMENTS AND CONTINGENCIES" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r641", "r642", "r643", "r645", "r646", "r647", "r648", "r693", "r694", "r742", "r762", "r767" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockOtherSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Total number of shares of other common stock instruments held by shareholders, such as exchangeable shares. May be all or portion of the number of common shares authorized.", "label": "Common stock, other shares, outstanding" } } }, "localname": "CommonStockOtherSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r109" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common stock, par value" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r109", "r546" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common stock, shares authorized", "verboseLabel": "Common stock shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r109" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common stock, shares, issued", "verboseLabel": "Common stock, shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r17", "r109", "r546", "r564", "r767", "r768" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common stock, shares, outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r109", "r487", "r638" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2023 and March 31, 2022. Issued and outstanding common shares: 51,047,864 and 49,810,322 as at March 31, 2023 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 outstanding as at March 31, 2023 and March 31, 2022 [Note 9]" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r50", "r194", "r196", "r202", "r481", "r497" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "COMPREHENSIVE LOSS" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockAmountConverted1": { "auth_ref": [ "r58", "r59", "r60" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion to common shares" } } }, "localname": "ConversionOfStockAmountConverted1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockAmountIssued1": { "auth_ref": [ "r58", "r59", "r60" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Amount Issued", "negatedLabel": "Conversion to common shares (Note 9)" } } }, "localname": "ConversionOfStockAmountIssued1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockDescription": { "auth_ref": [ "r58", "r59", "r60" ], "lang": { "en-us": { "role": { "documentation": "A unique description of a noncash or part noncash stock conversion. The description would be expected to include sufficient information to provide an understanding of the nature and purpose of the conversion. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Description", "verboseLabel": "Common stock exchange description" } } }, "localname": "ConversionOfStockDescription", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockSharesIssued1": { "auth_ref": [ "r58", "r59", "r60" ], "lang": { "en-us": { "role": { "documentation": "The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of stock, shares issued" } } }, "localname": "ConversionOfStockSharesIssued1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ConvertibleDebt": { "auth_ref": [ "r31", "r154", "r760" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.", "label": "Convertible debt" } } }, "localname": "ConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleDebtMember": { "auth_ref": [ "r139", "r290", "r291", "r301", "r302", "r303", "r307", "r308", "r309", "r310", "r311", "r623", "r624", "r625", "r626", "r627" ], "lang": { "en-us": { "role": { "documentation": "Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.", "label": "Convertible Debt [Member]" } } }, "localname": "ConvertibleDebtMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables", "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertibleNotesPayable": { "auth_ref": [ "r31", "r154", "r760" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.", "label": "Convertible notes payable" } } }, "localname": "ConvertibleNotesPayable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleNotesPayableCurrent": { "auth_ref": [ "r39" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.", "label": "Convertible promissory notes and short term loans [Note 5]" } } }, "localname": "ConvertibleNotesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertiblePreferredStockConvertedToOtherSecurities": { "auth_ref": [ "r75" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Value of convertible preferred stock that was converted to other securities.", "label": "Convertible preferred stock converted to other securities" } } }, "localname": "ConvertiblePreferredStockConvertedToOtherSecurities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r123", "r214", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r436", "r705" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of Revenue" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtConversionConvertedInstrumentAmount1": { "auth_ref": [ "r58", "r60" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Debt Conversion, Converted Instrument, Amount", "terseLabel": "Debt conversion, converted instrument, amount", "verboseLabel": "Instrument amount" } } }, "localname": "DebtConversionConvertedInstrumentAmount1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtConversionConvertedInstrumentSharesIssued1": { "auth_ref": [ "r58", "r60" ], "lang": { "en-us": { "role": { "documentation": "The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or payments in the period.", "label": "Converted instrument shares issued", "verboseLabel": "Debt conversion, converted instrument, shares issued" } } }, "localname": "DebtConversionConvertedInstrumentSharesIssued1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_DebtConversionDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The name of the original debt issue that has been converted in a noncash (or part noncash) transaction during the accounting period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Debt conversion description" } } }, "localname": "DebtConversionDescription", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r138", "r212", "r289", "r295", "r296", "r297", "r298", "r299", "r300", "r305", "r312", "r313", "r315" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoans" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r31", "r106", "r107", "r153", "r154", "r216", "r290", "r291", "r292", "r293", "r294", "r296", "r301", "r302", "r303", "r304", "r306", "r307", "r308", "r309", "r310", "r311", "r447", "r623", "r624", "r625", "r626", "r627", "r691" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative", "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r31", "r154", "r316" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Principal amount" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleBeneficialConversionFeature": { "auth_ref": [ "r78" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.", "label": "Carrying amount of conversion and redemption" } } }, "localname": "DebtInstrumentConvertibleBeneficialConversionFeature", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r140", "r292" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Conversion price" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentConvertibleTermsOfConversionFeature": { "auth_ref": [ "r43", "r75", "r142", "r143" ], "lang": { "en-us": { "role": { "documentation": "Description of conversion terms for debt instrument.", "label": "Description of conversion terms for debt instrument" } } }, "localname": "DebtInstrumentConvertibleTermsOfConversionFeature", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentDateOfFirstRequiredPayment1": { "auth_ref": [ "r45", "r103" ], "lang": { "en-us": { "role": { "documentation": "Date the debt agreement requires the first payment to be made, in YYYY-MM-DD format.", "label": "Debt instrument date" } } }, "localname": "DebtInstrumentDateOfFirstRequiredPayment1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "dateItemType" }, "us-gaap_DebtInstrumentDescription": { "auth_ref": [ "r31", "r75", "r102", "r106", "r153", "r154" ], "lang": { "en-us": { "role": { "documentation": "Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.", "label": "Debt Instrument, Description" } } }, "localname": "DebtInstrumentDescription", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r97", "r99", "r290", "r447", "r624", "r625" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Face amount", "terseLabel": "Debt instrument, face amount", "verboseLabel": "Principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/SubsequentEventsDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFairValue": { "auth_ref": [ "r303", "r435", "r624", "r625" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.", "label": "Fair value", "verboseLabel": "Debt instrument fair value" } } }, "localname": "DebtInstrumentFairValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFeeAmount": { "auth_ref": [ "r44" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the fee that accompanies borrowing money under the debt instrument.", "label": "Fee amount" } } }, "localname": "DebtInstrumentFeeAmount", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentIncreaseAccruedInterest": { "auth_ref": [ "r691" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase for accrued, but unpaid interest on the debt instrument for the period.", "label": "Debt instrument accrued interest" } } }, "localname": "DebtInstrumentIncreaseAccruedInterest", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "auth_ref": [ "r41", "r97", "r308" ], "lang": { "en-us": { "role": { "documentation": "The average effective interest rate during the reporting period.", "label": "Debt instrument interest rate" } } }, "localname": "DebtInstrumentInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r41", "r97", "r317", "r447" ], "lang": { "en-us": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt interest rate, percentage" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r41", "r291" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt instrument interest rate stated percentage", "verboseLabel": "Interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [ "r216", "r290", "r291", "r292", "r293", "r294", "r296", "r301", "r302", "r303", "r304", "r306", "r307", "r308", "r309", "r310", "r311", "r314", "r447", "r623", "r624", "r625", "r626", "r627", "r691" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables", "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentMaturityDate": { "auth_ref": [ "r173", "r623", "r744" ], "lang": { "en-us": { "role": { "documentation": "Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.", "label": "Debt instrument maturity date", "verboseLabel": "Maturity date" } } }, "localname": "DebtInstrumentMaturityDate", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "dateItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r45", "r216", "r290", "r291", "r292", "r293", "r294", "r296", "r301", "r302", "r303", "r304", "r306", "r307", "r308", "r309", "r310", "r311", "r447", "r623", "r624", "r625", "r626", "r627", "r691" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities." } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative", "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentPaymentTerms": { "auth_ref": [ "r42", "r103" ], "lang": { "en-us": { "role": { "documentation": "Description of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment.", "label": "Debt instrument payment terms" } } }, "localname": "DebtInstrumentPaymentTerms", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentPeriodicPayment": { "auth_ref": [ "r45", "r103" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments including both interest and principal payments.", "label": "Debt instrument periodic payment" } } }, "localname": "DebtInstrumentPeriodicPayment", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentage": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "Percentage price of original principal amount of debt at which debt can be redeemed by the issuer.", "label": "Debt instrument redemption price percentage" } } }, "localname": "DebtInstrumentRedemptionPricePercentage", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r45", "r75", "r78", "r96", "r97", "r99", "r101", "r142", "r143", "r216", "r290", "r291", "r292", "r293", "r294", "r296", "r301", "r302", "r303", "r304", "r306", "r307", "r308", "r309", "r310", "r311", "r314", "r447", "r623", "r624", "r625", "r626", "r627", "r691" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-Term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables", "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt instrument term" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r96", "r99", "r708" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Unamortized discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtPolicyTextBlock": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.", "label": "Convertible Notes Payable and Derivative Instruments" } } }, "localname": "DebtPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredFinanceCostsNet": { "auth_ref": [ "r98", "r708" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Deferred finance costs", "verboseLabel": "Debt financing" } } }, "localname": "DeferredFinanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r739" ], "calculation": { "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r84", "r740" ], "calculation": { "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "verboseLabel": "Other temporary differences" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOtherLossCarryforwards": { "auth_ref": [ "r84", "r740" ], "calculation": { "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible loss carryforwards, classified as other.", "label": "Non-capital loss carry forwards" } } }, "localname": "DeferredTaxAssetsOtherLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r400" ], "calculation": { "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepositLiabilitiesAccruedInterest": { "auth_ref": [ "r100" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accrued but unpaid interest on deposit liabilities.", "label": "Deposit liabilities, accrued interest" } } }, "localname": "DepositLiabilitiesAccruedInterest", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepositsAssetsCurrent": { "auth_ref": [ "r682" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment within one year or during the operating cycle, if shorter.", "label": "Deposits and other receivables" } } }, "localname": "DepositsAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepositsAssetsNoncurrent": { "auth_ref": [ "r677" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment after one year or beyond the operating cycle, if longer.", "label": "Deposits [Note 12]" } } }, "localname": "DepositsAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r9", "r67" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Property and equipment depreciation", "terseLabel": "Depreciation expenses", "verboseLabel": "Depreciation" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetsLiabilitiesAtFairValueNet": { "auth_ref": [ "r10" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair values as of the balance sheet date of the net amount of all assets and liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments.", "label": "Total liabilities at fair value" } } }, "localname": "DerivativeAssetsLiabilitiesAtFairValueNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFinancialInstrumentsLiabilitiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This item represents derivative instrument obligations meeting the definition of a liability which are reported as of the balance sheet date. Derivative instrument obligations are generally measured at fair value, and adjustments to the carrying amount of hedged items reflect changes in their fair value (that is, losses) that are attributable to the risk being hedged and that arise while the hedge is in effect.", "label": "Derivative Financial Instruments, Liabilities [Member]" } } }, "localname": "DerivativeFinancialInstrumentsLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeGainLossOnDerivativeNet": { "auth_ref": [ "r741" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 4.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the fair value of derivatives recognized in the income statement.", "label": "Change in fair value of derivative liabilities [Note 8]" } } }, "localname": "DerivativeGainLossOnDerivativeNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r150", "r420", "r427" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "DERIVATIVE LIABILITIES" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilities" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeLiabilitiesCurrent": { "auth_ref": [ "r192" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative liabilities [Note 8]", "verboseLabel": "Derivative liabilities, short-term" } } }, "localname": "DerivativeLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "auth_ref": [ "r192" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative liabilities, long-term", "verboseLabel": "Derivative liabilities [Note 8]" } } }, "localname": "DerivativeLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilityMeasurementInput": { "auth_ref": [ "r434" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure derivative liability.", "label": "Derivative liability, measurement input" } } }, "localname": "DerivativeLiabilityMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_DerivativeLineItems": { "auth_ref": [ "r427" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative [Line Items]" } } }, "localname": "DerivativeLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeTable": { "auth_ref": [ "r18", "r85", "r86", "r87", "r88", "r89", "r90", "r91", "r92", "r93", "r427" ], "lang": { "en-us": { "role": { "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Derivative [Table]" } } }, "localname": "DerivativeTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DistributionTypeDomain": { "auth_ref": [ "r79" ], "lang": { "en-us": { "role": { "documentation": "Types of distribution made by the entity." } } }, "localname": "DistributionTypeDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis": { "auth_ref": [ "r79" ], "lang": { "en-us": { "role": { "documentation": "Information by type of distribution.", "label": "Distribution Type [Axis]" } } }, "localname": "DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r203", "r222", "r223", "r224", "r225", "r226", "r231", "r233", "r237", "r238", "r239", "r240", "r430", "r431", "r482", "r498", "r617" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "LOSS PER SHARE, BASIC AND DILUTED" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r61", "r62" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings (Loss) Per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations": { "auth_ref": [ "r746" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of foreign currency translation" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r215", "r396", "r408" ], "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Corporate tax rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/IncomeTaxesDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r17", "r176", "r198", "r199", "r200", "r217", "r218", "r219", "r221", "r227", "r229", "r241", "r266", "r267", "r337", "r383", "r384", "r385", "r404", "r405", "r421", "r422", "r423", "r424", "r425", "r426", "r429", "r438", "r439", "r440", "r441", "r442", "r443", "r455", "r507", "r508", "r509", "r524", "r587" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc." } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r2", "r9" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair value of warrants", "verboseLabel": "Fair value adjustment of warrants" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r303", "r341", "r342", "r343", "r344", "r345", "r346", "r432", "r461", "r462", "r463", "r624", "r625", "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByLiabilityClassAxis": { "auth_ref": [ "r95", "r151" ], "lang": { "en-us": { "role": { "documentation": "Information by class of liability.", "label": "Liability Class [Axis]" } } }, "localname": "FairValueByLiabilityClassAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r303", "r341", "r346", "r432", "r461", "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r303", "r341", "r346", "r432", "r462", "r624", "r625", "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r303", "r341", "r342", "r343", "r344", "r345", "r346", "r432", "r463", "r624", "r625", "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": { "auth_ref": [ "r19" ], "lang": { "en-us": { "role": { "documentation": "Represents classes of liabilities measured and disclosed at fair value." } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues": { "auth_ref": [ "r94" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of issuances of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "New Issuance" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease": { "auth_ref": [ "r19" ], "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Change in fair value of derivative liabilities" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "auth_ref": [ "r19" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "periodEndLabel": "Balance end of year", "periodStartLabel": "Balance beginning of year" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r303", "r341", "r342", "r343", "r344", "r345", "r346", "r461", "r462", "r463", "r624", "r625", "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value." } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r13", "r30" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancingReceivableRevolvingConvertedToTermLoan": { "auth_ref": [ "r268", "r621" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost of revolving financing receivable converted to term loan.", "label": "Financing receivable, revolving, converted to term loan" } } }, "localname": "FinancingReceivableRevolvingConvertedToTermLoan", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Translation" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FurnitureAndFixturesGross": { "auth_ref": [ "r135" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture & fixtures" } } }, "localname": "FurnitureAndFixturesGross", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r9", "r70", "r71" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 5.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Loss upon convertible promissory notes conversion and redemption [Note 9]" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r121" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r122", "r214", "r244", "r250", "r254", "r256", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r436", "r619", "r705" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "GROSS PROFIT" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r0", "r136" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment for Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r1", "r119", "r156", "r244", "r250", "r254", "r256", "r483", "r494", "r619" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "NET LOSS BEFORE INCOME TAXES" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r272", "r273", "r570" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [ "r273", "r570" ], "lang": { "en-us": { "role": { "documentation": "Location in the income statement." } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r215", "r392", "r397", "r398", "r402", "r406", "r409", "r410", "r411", "r520" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "INCOME TAXES" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r162", "r172", "r228", "r229", "r248", "r395", "r407", "r499" ], "calculation": { "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income taxes [Note 10]", "totalLabel": "Income tax recovery" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails", "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r197", "r393", "r394", "r398", "r399", "r401", "r403", "r514" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r738" ], "calculation": { "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Change in valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpense": { "auth_ref": [ "r738" ], "calculation": { "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.", "label": "Non-deductible expenses" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationOtherAdjustments": { "auth_ref": [ "r738" ], "calculation": { "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Other temporary differences" } } }, "localname": "IncomeTaxReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationTaxExemptIncome": { "auth_ref": [ "r738" ], "calculation": { "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to income (loss) exempt from income taxes.", "label": "Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount", "negatedLabel": "Expected income tax recovery" } } }, "localname": "IncomeTaxReconciliationTaxExemptIncome", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r57" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r8" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Accounts payable and accrued liabilities" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r8" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase decrease in accounts receivable", "negatedLabel": "Accounts receivable, net" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows", "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r8" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherReceivables": { "auth_ref": [ "r8" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in receivables classified as other.", "label": "Increase (Decrease) in Other Receivables", "negatedLabel": "Deposits and other receivables" } } }, "localname": "IncreaseDecreaseInOtherReceivables", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r98", "r158", "r201", "r247", "r445", "r571", "r649", "r764" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Total interest expense", "negatedLabel": "Interest expense", "verboseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative", "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r125", "r309", "r318", "r626", "r627" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest expense" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r205", "r208", "r209" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest paid" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrent": { "auth_ref": [ "r39" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Interest payable current" } } }, "localname": "InterestPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrentAndNoncurrent": { "auth_ref": [ "r100", "r759" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest payable on debt, including, but not limited to, trade payables.", "label": "Interest payable", "verboseLabel": "Accrued interest" } } }, "localname": "InterestPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryFinishedGoods": { "auth_ref": [ "r680" ], "calculation": { "http://biotricity.com/role/ScheduleOfInventoriesDetails": { "order": 2.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer.", "label": "Finished goods" } } }, "localname": "InventoryFinishedGoods", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r190", "r614", "r638" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://biotricity.com/role/ScheduleOfInventoriesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventories [Note 3]", "totalLabel": "Inventories" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r163", "r180", "r189", "r269", "r270", "r271", "r466", "r615" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRawMaterialsAndSupplies": { "auth_ref": [ "r681" ], "calculation": { "http://biotricity.com/role/ScheduleOfInventoriesDetails": { "order": 1.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Gross amount of unprocessed materials to be used in manufacturing or production process and supplies that will be consumed.", "label": "Raw material" } } }, "localname": "InventoryRawMaterialsAndSupplies", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentCompanyDividendDistribution": { "auth_ref": [ "r521", "r523", "r524", "r586" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of dividend distribution from ordinary income and capital gain. Excludes distribution for tax return of capital.", "label": "Investment company, dividend distribution" } } }, "localname": "InvestmentCompanyDividendDistribution", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_IssuanceOfStockAndWarrantsForServicesOrClaims": { "auth_ref": [ "r9" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims.", "label": "Issuance of shares for services" } } }, "localname": "IssuanceOfStockAndWarrantsForServicesOrClaims", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseDepositLiability": { "auth_ref": [ "r454" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability for lease payments received, including variable lease payments, when collectability is not probable at commencement date for sales-type lease.", "label": "Lease deposit liability" } } }, "localname": "LeaseDepositLiability", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseholdImprovementsGross": { "auth_ref": [ "r135" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of additions or improvements to assets held under a lease arrangement.", "label": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsGross", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r135" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r451" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r453" ], "calculation": { "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total undiscounted lease liability" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r453" ], "calculation": { "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r453" ], "calculation": { "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r453" ], "calculation": { "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r453" ], "calculation": { "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r453" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedLabel": "Less imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r448" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligations" ], "xbrltype": "textBlockItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r38", "r214", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r415", "r418", "r419", "r436", "r545", "r618", "r651", "r705", "r750", "r751" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "TOTAL LIABILITIES" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r114", "r155", "r490", "r638", "r692", "r699", "r745" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "TOTAL LIABILITIES AND STOCKHOLDERS\u2019 DEFICIENCY" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r40", "r179", "r214", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r415", "r418", "r419", "r436", "r638", "r705", "r750", "r751" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CURRENT LIABILITIES" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityCapacityAvailableForTradePurchases": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The maximum amount of borrowing capacity under a line of credit that is available as of the balance sheet date for financing purchases of goods acquired for inventory or imminent delivery to a customer.", "label": "Inventory financing facilities" } } }, "localname": "LineOfCreditFacilityCapacityAvailableForTradePurchases", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityRevolvingCreditConversionToTermLoanDescription": { "auth_ref": [ "r35" ], "lang": { "en-us": { "role": { "documentation": "Describes when borrowings outstanding under a line of credit will convert to a term loan, and describes the repayment terms, collateral, and priority (seniority) of the term loan.", "label": "Revolving credit conversion to term loan, description" } } }, "localname": "LineOfCreditFacilityRevolvingCreditConversionToTermLoanDescription", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermLoansFromBank": { "auth_ref": [ "r31", "r154", "r542" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of loans from a bank with maturities initially due after one year or beyond the operating cycle if longer, excluding current portion.", "label": "Term loan [Note 6]" } } }, "localname": "LongTermLoansFromBank", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r45" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-Term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables", "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r45", "r69" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer." } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables", "http://biotricity.com/role/ScheduleOfDerivativeLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedDividendRateMember": { "auth_ref": [ "r743" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using expected dividend rate to be paid to holder of share per year.", "label": "Measurement Input, Expected Dividend Rate [Member]" } } }, "localname": "MeasurementInputExpectedDividendRateMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r743" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r743" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputRiskFreeInterestRateMember": { "auth_ref": [ "r743" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.", "label": "Measurement Input, Risk Free Interest Rate [Member]" } } }, "localname": "MeasurementInputRiskFreeInterestRateMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r433" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability." } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfDerivativeComponentsValuationAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r164", "r174" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "NATURE OF OPERATIONS" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/NatureOfOperations" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r207" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CASH FLOWS FROM FINANCING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r207" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CASH FLOWS FROM INVESTING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r128", "r129", "r130" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CASH FLOWS FROM OPERATING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r120", "r130", "r157", "r177", "r193", "r195", "r200", "r214", "r220", "r222", "r223", "r224", "r225", "r228", "r229", "r235", "r244", "r250", "r254", "r256", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r431", "r436", "r496", "r566", "r584", "r585", "r619", "r649", "r705" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net loss before dividends for the year", "totalLabel": "NET LOSS BEFORE DIVIDENDS", "verboseLabel": "Net loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails", "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss", "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r204", "r222", "r223", "r224", "r225", "r231", "r232", "r236", "r239", "r244", "r250", "r254", "r256", "r619" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "totalLabel": "NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "Recently Issued Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NotesPayableOtherPayablesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A written promise to pay a note to a third party.", "label": "Notes Payable, Other Payables [Member]" } } }, "localname": "NotesPayableOtherPayablesMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_OfficeEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tangible personal property used in an office setting. Examples include, but are not limited to, computers, copiers and fax machine.", "label": "Office Equipment [Member]" } } }, "localname": "OfficeEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "TOTAL OPERATING EXPENSES" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OPERATING EXPENSES" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r244", "r250", "r254", "r256", "r619" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "LOSS FROM OPERATIONS" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseExpense": { "auth_ref": [ "r747" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating lease expense. Excludes sublease income.", "label": "Operating lease expense" } } }, "localname": "OperatingLeaseExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r450" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "periodEndLabel": "Operating lease liability, beginning balance", "periodStartLabel": "Operating lease liability, beginning balance", "totalLabel": "Total" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfContractualUndiscountedCashFlowsForLeaseObligationDetails", "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r450" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating lease obligations, current [Note 12]", "verboseLabel": "Operating lease liability, beginning balance" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r450" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating lease obligations [Note 12]", "verboseLabel": "Operating lease liability, beginning balance" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r449" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating right of use asset [Note 12]", "periodEndLabel": "Operating lease right-of-use asset, beginning balance", "periodStartLabel": "Operating lease right-of-use asset, beginning balance" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense": { "auth_ref": [ "r689" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease.", "label": "Operating Lease, Right-of-Use Asset, Periodic Reduction", "negatedLabel": "Operating lease right-of-use asset, beginning balance" } } }, "localname": "OperatingLeaseRightOfUseAssetAmortizationExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfOperatingLeasesObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r452", "r637" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Weighted average rate" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r83" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating loss carry forwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/IncomeTaxesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_OtherAccountsPayableAndAccruedLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities incurred and payable to vendors for goods and services received classified as other, and expenses incurred but not yet paid, payable within one year or the operating cycle, if longer.", "label": "Trade and other payables and accrued liabilities" } } }, "localname": "OtherAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r7", "r15", "r149" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "verboseLabel": "Translation adjustment" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r5" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Translation adjustment" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherExpenseMember": { "auth_ref": [ "r29" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing other expense.", "label": "Other Expense [Member]" } } }, "localname": "OtherExpenseMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLoansPayableLongTerm": { "auth_ref": [ "r45", "r543", "r544" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term loans classified as other, payable after one year or the operating cycle, if longer.", "label": "Federally guaranteed loans [Note 7]" } } }, "localname": "OtherLoansPayableLongTerm", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r126" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 6.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other (expense) income" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_PayablesAndAccrualsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Payables and Accruals [Abstract]" } } }, "localname": "PayablesAndAccrualsAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_PaymentsForProceedsFromProductiveAssets": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net cash outflow or inflow from purchases, sales and disposals of property, plant and equipment and other productive assets, including intangibles.", "label": "Purchase of property plant and equipment" } } }, "localname": "PaymentsForProceedsFromProductiveAssets", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfRedeemablePreferredStock": { "auth_ref": [ "r52" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for reacquisition of callable preferred stock.", "label": "Payments for Repurchase of Redeemable Preferred Stock", "negatedLabel": "Redemption of preferred shares" } } }, "localname": "PaymentsForRepurchaseOfRedeemablePreferredStock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r127" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [ "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737" ], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement." } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockConvertibleConversionPrice": { "auth_ref": [ "r322" ], "lang": { "en-us": { "role": { "documentation": "Per share conversion price of preferred stock.", "label": "Preferred stock convertible conversion price" } } }, "localname": "PreferredStockConvertibleConversionPrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockConvertibleSharesIssuable": { "auth_ref": [ "r322" ], "lang": { "en-us": { "role": { "documentation": "Number of common shares issuable upon conversion of preferred stock.", "label": "Preferred stock, convertible, shares issuable" } } }, "localname": "PreferredStockConvertibleSharesIssuable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockDividendRatePercentage": { "auth_ref": [ "r321", "r594", "r596", "r597", "r601" ], "lang": { "en-us": { "role": { "documentation": "The percentage rate used to calculate dividend payments on preferred stock.", "label": "Preferred stock dividend rate percentage" } } }, "localname": "PreferredStockDividendRatePercentage", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_PreferredStockDividendsIncomeStatementImpact": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders.", "label": "Preferred Stock Dividends, Income Statement Impact", "negatedLabel": "Adjustment: Preferred Stock Dividends" } } }, "localname": "PreferredStockDividendsIncomeStatementImpact", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockLiquidationPreference": { "auth_ref": [ "r75", "r76", "r108", "r690", "r709" ], "lang": { "en-us": { "role": { "documentation": "The per share liquidation preference (or restrictions) of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share.", "label": "Preferred stock, liquidation preference" } } }, "localname": "PreferredStockLiquidationPreference", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockMember": { "auth_ref": [ "r641", "r642", "r645", "r646", "r647", "r648", "r762", "r767" ], "lang": { "en-us": { "role": { "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.", "label": "Preferred Stock [Member]" } } }, "localname": "PreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r108", "r320" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred stock, par value" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r108", "r546" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred stock, shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r108", "r320" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred stock, shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r108", "r546", "r564", "r767", "r768" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred stock, shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r108", "r486", "r638" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred stock, value" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockVotingRights": { "auth_ref": [ "r75", "r108" ], "lang": { "en-us": { "role": { "documentation": "Description of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.", "label": "Special voting rights" } } }, "localname": "PreferredStockVotingRights", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ProceedsFromConvertibleDebt": { "auth_ref": [ "r51" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Proceeds from convertible notes, net", "verboseLabel": "Proceeds from convertible debt" } } }, "localname": "ProceedsFromConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r6" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r6" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Issuance of common shares, net", "verboseLabel": "Net cash proceeds" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfDebt": { "auth_ref": [ "r687" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.", "label": "Proceeds from Issuance of Debt", "verboseLabel": "Issuance of debt" } } }, "localname": "ProceedsFromIssuanceOfDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock": { "auth_ref": [ "r6" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from issuance of capital stock which provides for a specific dividend that is paid to the shareholders before any dividends to common stockholders and which takes precedence over common stockholders in the event of liquidation.", "label": "Issuance of preferred shares, net", "terseLabel": "Cash proceeds", "verboseLabel": "Issuance of preferred shares" } } }, "localname": "ProceedsFromIssuanceOfPreferredStockAndPreferenceStock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StatementsOfCashFlows", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r6" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Issuance of warrants" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLoans": { "auth_ref": [ "r54" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received from principal payments made on loans related to operating activities.", "label": "Gross proceeds", "verboseLabel": "Company received an additional" } } }, "localname": "ProceedsFromLoans", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative", "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLongTermLinesOfCredit": { "auth_ref": [ "r51" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer.", "label": "Term loan, net" } } }, "localname": "ProceedsFromLongTermLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromNotesPayable": { "auth_ref": [ "r51" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing supported by a written promise to pay an obligation.", "label": "Proceeds from notes payable" } } }, "localname": "ProceedsFromNotesPayable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRepaymentsOfNotesPayable": { "auth_ref": [], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from long-term debt supported by a written promise to pay an obligation.", "label": "Proceeds from (repayment of) promissory note and short term loan, net" } } }, "localname": "ProceedsFromRepaymentsOfNotesPayable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromShortTermDebt": { "auth_ref": [ "r51" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Proceeds from Short-Term Debt", "verboseLabel": "Gross proceeds" } } }, "localname": "ProceedsFromShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromWarrantExercises": { "auth_ref": [ "r686" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from holders exercising their stock warrants.", "label": "Exercise of warrants for cash", "verboseLabel": "Proceeds from warrant exercises" } } }, "localname": "ProceedsFromWarrantExercises", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Product Information [Line Items]" } } }, "localname": "ProductInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ProfessionalFees": { "auth_ref": [ "r649", "r765", "r766" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.", "label": "Professional fee" } } }, "localname": "ProfessionalFees", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r177", "r193", "r195", "r206", "r214", "r220", "r228", "r229", "r244", "r250", "r254", "r256", "r265", "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r413", "r416", "r417", "r431", "r436", "r483", "r495", "r522", "r566", "r584", "r585", "r619", "r635", "r636", "r650", "r685", "r705" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net loss before dividends" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of acquisition of long-lived, physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Additions" } } }, "localname": "PropertyPlantAndEquipmentAdditions", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r134", "r167", "r170", "r171" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "PROPERTY AND EQUIPMENT" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipment" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r135", "r182", "r493" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "periodEndLabel": "Cost, ending balance", "periodStartLabel": "Cost, beginning balance" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r11", "r484", "r493", "r638" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property and equipment [Note 13]", "periodEndLabel": "Net book value, ending balance", "periodStartLabel": "Net book value, beginning balance" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r11", "r167", "r170", "r491" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "SCHEDULE OF PROPERTY AND EQUIPMENT" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r135" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software." } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Leasehold improvement", "verboseLabel": "Furniture & fixtures useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ReclassificationAdjustmentOutOfAccumulatedOtherComprehensiveIncomeOnDerivativesLineItems": { "auth_ref": [ "r200" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]" } } }, "localname": "ReclassificationAdjustmentOutOfAccumulatedOtherComprehensiveIncomeOnDerivativesLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeTable": { "auth_ref": [ "r200" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about items reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Table]" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r348", "r456", "r457", "r539", "r540", "r541", "r543", "r544", "r563", "r565", "r592" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests." } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r348", "r456", "r457", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r479", "r539", "r540", "r541", "r543", "r544", "r563", "r565", "r592", "r749" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party, Type [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_RepaymentsOfDebt": { "auth_ref": [ "r688" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation.", "label": "Repayments of debt", "negatedLabel": "Repayment of short-term loans" } } }, "localname": "RepaymentsOfDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/ScheduleOfConvertibleNotesDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfShortTermDebt": { "auth_ref": [ "r53" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Repayment of short term debt" } } }, "localname": "RepaymentsOfShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r104", "r391", "r758" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and development expenses" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r390" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [ "r181" ], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r111", "r144", "r489", "r510", "r512", "r519", "r547", "r638" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 6.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated undistributed earnings (deficit).", "label": "Accumulated deficit", "negatedLabel": "Retained Earnings (Accumulated Deficit)" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r176", "r217", "r218", "r219", "r221", "r227", "r229", "r266", "r267", "r383", "r384", "r385", "r404", "r405", "r421", "r423", "r424", "r426", "r429", "r507", "r509", "r524", "r767" ], "lang": { "en-us": { "role": { "documentation": "Accumulated undistributed earnings (deficit).", "label": "Retained Earnings [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r245", "r246", "r249", "r252", "r253", "r257", "r258", "r259", "r338", "r339", "r467" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "REVENUE", "verboseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails", "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r568", "r611", "r616" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.", "label": "Revenue Recognition" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement." } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Common shares for services received" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.", "label": "SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES" } } }, "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/AccountsPayableAndAccruedLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAssumptionsUsedTableTextBlock": { "auth_ref": [ "r347" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assumption used to determine benefit obligation and net periodic benefit cost of defined benefit plan. Includes, but is not limited to, discount rate, rate of compensation increase, expected long-term rate of return on plan assets and interest crediting rate.", "label": "SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS" } } }, "localname": "ScheduleOfAssumptionsUsedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of cash and cash equivalent balances. This table excludes restricted cash balances.", "label": "Schedule of Cash and Cash Equivalents [Table]" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCollaborativeArrangementsAndNoncollaborativeArrangementTransactionsTable": { "auth_ref": [ "r412" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Table]" } } }, "localname": "ScheduleOfCollaborativeArrangementsAndNoncollaborativeArrangementTransactionsTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.", "label": "SCHEDULE OF CONVERTIBLE NOTES" } } }, "localname": "ScheduleOfDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r148" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "SCHEDULE OF DEFERRED TAX ASSETS" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS" } } }, "localname": "ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of derivative liabilities at fair value.", "label": "SCHEDULE OF DERIVATIVE LIABILITIES" } } }, "localname": "ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r147" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock": { "auth_ref": [ "r66" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of entity-wide revenues from external customers for each product or service or each group of similar products or services if the information is not provided as part of the reportable operating segment information.", "label": "SCHEDULE OF REVENUE RECOGNITION" } } }, "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "auth_ref": [ "r32", "r115", "r116", "r117" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.", "label": "SCHEDULE OF INVENTORIES" } } }, "localname": "ScheduleOfInventoryCurrentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfProductInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule detailing quantitative information concerning products or product lines by product or product line.", "label": "Schedule of Product Information [Table]" } } }, "localname": "ScheduleOfProductInformationTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/PropertyAndEquipmentDetailsNarrative", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentDetails", "http://biotricity.com/role/ScheduleOfPropertyAndEquipmentEstimatedUsefulLivesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r352", "r353", "r354", "r355", "r356", "r358", "r359", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r378", "r379", "r380", "r381", "r382" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r25", "r26", "r82" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "SCHEDULE OF STOCK OPTION ACTIVITIES" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r146" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShortTermDebtTable": { "auth_ref": [ "r36" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to borrowings under which repayment was required in less than twelve months (or normal operating cycle, if longer) after its issuance. It may include: (1) description of the short-term debt arrangement; (2) identification of the lender or type of lender; (3) repayment terms; (4) weighted average interest rate; (5) carrying amount of funds borrowed under the specified short-term debt arrangement as of the balance sheet date and measures of the maximum and average amount outstanding during the period; (6) description of the refinancing of a short-term obligation when that obligation is excluded from current liabilities in the balance sheet; and (7) amount of a short-term obligation that has been excluded from current liabilities in the balance sheet because of a refinancing of the obligation.", "label": "Schedule of Short-Term Debt [Table]" } } }, "localname": "ScheduleOfShortTermDebtTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r72", "r73", "r74", "r75", "r76", "r77", "r78", "r142", "r143", "r144", "r185", "r186", "r187", "r242", "r320", "r321", "r323", "r325", "r328", "r333", "r335", "r515", "r516", "r517", "r518", "r628", "r673", "r690" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock": { "auth_ref": [ "r80" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "SCHEDULE OF WARRANTS OUTSTANDING" } } }, "localname": "ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpense": { "auth_ref": [ "r124" ], "calculation": { "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.", "label": "Selling, general and administrative expenses" } } }, "localname": "SellingGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpensesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling, general and administrative expense.", "label": "Selling, General and Administrative Expenses [Member]" } } }, "localname": "SellingGeneralAndAdministrativeExpensesMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpensesPolicyTextBlock": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption.", "label": "Selling, General and Administrative" } } }, "localname": "SellingGeneralAndAdministrativeExpensesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SeriesAPreferredStockMember": { "auth_ref": [ "r678", "r679", "r710" ], "lang": { "en-us": { "role": { "documentation": "Series A preferred stock.", "label": "Series A Preferred Stock [Member]" } } }, "localname": "SeriesAPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesBPreferredStockMember": { "auth_ref": [ "r678", "r679", "r710" ], "lang": { "en-us": { "role": { "documentation": "Series B preferred stock.", "label": "Series B Preferred Stock [Member]" } } }, "localname": "SeriesBPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesCPreferredStockMember": { "auth_ref": [ "r678", "r679", "r710" ], "lang": { "en-us": { "role": { "documentation": "Series C preferred stock.", "label": "Series C Preferred Stock [Member]" } } }, "localname": "SeriesCPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r8" ], "calculation": { "http://biotricity.com/role/StatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Stock based compensation", "verboseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreed-upon price for the exchange of the underlying asset relating to the share-based payment award.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price", "verboseLabel": "Exercise price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r380" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Expected dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r379" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Fair value assumptions expected volatility rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r381" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Fair value assumptions risk free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The maximum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The minimum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [ "r352", "r353", "r354", "r355", "r356", "r358", "r359", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r378", "r379", "r380", "r381", "r382" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Number of non-option equity instruments exercised by participants.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised", "negatedLabel": "Exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "Number of shares under non-option equity instrument agreements that were either cancelled or expired.", "label": "Stock option cancelled", "negatedLabel": "Expired/cancelled" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "Net number of non-option equity instruments granted to participants.", "label": "Issued" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber": { "auth_ref": [ "r20", "r21" ], "lang": { "en-us": { "role": { "documentation": "Number of equity instruments other than options outstanding, including both vested and non-vested instruments.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number", "periodEndLabel": "Warrant outstanding, ending balance", "periodStartLabel": "Warrant outstanding, beginning balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r634" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share based payment award number of shares authorized" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r81" ], "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share based payment award number of shares available for issuance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number", "periodEndLabel": "Number of options vested and exercisable" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "periodEndLabel": "Weighted average exercise price vested and exercisable" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod": { "auth_ref": [ "r365" ], "lang": { "en-us": { "role": { "documentation": "Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period", "negatedLabel": "Number of options, expired" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r364" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period", "negatedLabel": "Number of options, forfeited" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "Net number of share options (or share units) granted during the period.", "label": "New stock option granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [ "r362" ], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Number of options, granted", "verboseLabel": "Stock options granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r81" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value", "periodEndLabel": "Aggregate intrinsic value, ending outstanding", "periodStartLabel": "Aggregate intrinsic value, beginning outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r358", "r359" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Number of options, ending outstanding", "periodStartLabel": "Number of options, beginning outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r358", "r359" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Fair value exercise price", "periodEndLabel": "Weighted average exercise price, ending outstanding", "periodStartLabel": "Weighted average exercise price, beginning outstanding", "verboseLabel": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails", "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetailsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue": { "auth_ref": [ "r374" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value", "periodEndLabel": "Aggregate intrinsic value vested and expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r374" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "periodEndLabel": "Number of options vested and expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r374" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Weighted average exercise price vested and expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r354", "r355", "r356", "r358", "r359", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r378", "r379", "r380", "r381", "r382" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement." } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Weighted average exercise price, exercised" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r365" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.", "label": "Weighted average exercise price, expired" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r364" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Weighted average exercise price, forfeited" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r362" ], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Weighted average exercise price, granted" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r351", "r357", "r376", "r377", "r378", "r379", "r382", "r386", "r387", "r388", "r389" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Stock Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r378" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r81" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value", "periodEndLabel": "Aggregate intrinsic value vested and exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r81" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Weighted average remaining contractual term vested and exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r145" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Weighted average remaining contractual term ending outstanding" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r374" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Weighted average remaining contractual term vested and expected to vest" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Share outstanding", "periodEndLabel": "Balance, shares", "periodStartLabel": "Balance, shares" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermDebtLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Short-Term Debt [Line Items]" } } }, "localname": "ShortTermDebtLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BasisOfPresentationMeasurementAndConsolidationDetailsNarrative", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/FederallyGuaranteedLoanDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeAxis": { "auth_ref": [ "r36" ], "lang": { "en-us": { "role": { "documentation": "Information by type of short-term debt arrangement.", "label": "Short-Term Debt, Type [Axis]" } } }, "localname": "ShortTermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeDomain": { "auth_ref": [ "r33" ], "lang": { "en-us": { "role": { "documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing." } } }, "localname": "ShortTermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r131", "r211" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r175", "r185", "r186", "r187", "r214", "r233", "r234", "r237", "r239", "r242", "r243", "r265", "r280", "r282", "r283", "r284", "r287", "r288", "r320", "r321", "r325", "r328", "r335", "r436", "r515", "r516", "r517", "r518", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r546", "r567", "r587", "r602", "r603", "r604", "r605", "r606", "r673", "r690", "r697" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r17", "r47", "r176", "r198", "r199", "r200", "r217", "r218", "r219", "r221", "r227", "r229", "r241", "r266", "r267", "r337", "r383", "r384", "r385", "r404", "r405", "r421", "r422", "r423", "r424", "r425", "r426", "r429", "r438", "r439", "r440", "r441", "r442", "r443", "r455", "r507", "r508", "r509", "r524", "r587" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/ScheduleOfWarrantsOutstandingDetails", "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [ "r217", "r218", "r219", "r241", "r467", "r513", "r535", "r538", "r539", "r540", "r541", "r543", "r544", "r546", "r549", "r550", "r551", "r552", "r553", "r554", "r555", "r556", "r557", "r559", "r560", "r561", "r562", "r563", "r565", "r568", "r569", "r572", "r573", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r587", "r644" ], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r217", "r218", "r219", "r241", "r467", "r513", "r535", "r538", "r539", "r540", "r541", "r543", "r544", "r546", "r549", "r550", "r551", "r552", "r553", "r554", "r555", "r556", "r557", "r559", "r560", "r561", "r562", "r563", "r565", "r568", "r569", "r572", "r573", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r587", "r644" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/BalanceSheetsParenthetical", "http://biotricity.com/role/ScheduleOfFairValueOfOptionGrantedUsingValuationAssumptionsDetails", "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r58", "r59", "r60" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Common shares for services received, value" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r108", "r109", "r144" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock issued during period, shares, acquisitions" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities": { "auth_ref": [ "r17", "r46", "r75", "r144", "r306" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of the conversion of convertible securities.", "label": "Conversion of convertible notes into common shares [Note 9], shares", "verboseLabel": "Stock issued during period shares conversion" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": { "auth_ref": [ "r17", "r75", "r108", "r109", "r144" ], "lang": { "en-us": { "role": { "documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Conversion of preferred shares into common shares [Note 9], shares" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Issuance of shares for services [Note 9], shares", "negatedLabel": "Issued common shares for services", "verboseLabel": "Stock issued during period shares issued for services" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r17", "r108", "r109", "r144", "r515", "r587", "r603" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Issuance of common shares for private placement [Note 9], shares", "terseLabel": "Stock issued during period shares new issues", "verboseLabel": "Issuance of common shares for private placement, shares" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative", "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensationGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number, before forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Stock issued during period shares based compensation gross" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensationGross", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r17", "r108", "r109", "r144", "r363" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Cashless exercise of options [Note 9], shares", "negatedLabel": "Number of options, exercised" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails", "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "auth_ref": [ "r17", "r47", "r144" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities.", "label": "Conversion of convertible notes into common shares [Note 9]" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "auth_ref": [ "r17", "r47", "r144" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Conversion of preferred shares into common shares [Note 9]" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Issuance of shares for services [Note 9]", "verboseLabel": "Common shares for services received, value" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r17", "r108", "r109", "r144", "r524", "r587", "r603", "r650" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Issuance of common shares for private placement [Note 9]", "verboseLabel": "Stock issued during period value new issues" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensationForfeited": { "auth_ref": [ "r27" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Value of forfeited shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Cancellation of to be issued shares" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensationForfeited", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r17", "r47", "r144" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Cashless exercise of options [Note 9]" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockOptionMember": { "auth_ref": [ "r643" ], "lang": { "en-us": { "role": { "documentation": "Contracts conveying rights, but not obligations, to buy or sell a specific quantity of stock at a specified price during a specified period (an American option) or at a specified date (a European option).", "label": "Equity Option [Member]" } } }, "localname": "StockOptionMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ScheduleOfStockOptionActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StockRedeemedOrCalledDuringPeriodValue": { "auth_ref": [ "r17" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock bought back by the entity at the exercise price or redemption price.", "label": "Stock redeemed or called during period, value" } } }, "localname": "StockRedeemedOrCalledDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/DerivativeLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r109", "r112", "r113", "r133", "r548", "r564", "r588", "r589", "r638", "r651", "r692", "r699", "r745", "r767" ], "calculation": { "http://biotricity.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.", "label": "Equity, Attributable to Parent", "periodEndLabel": "Balance", "periodStartLabel": "Balance", "totalLabel": "TOTAL STOCKHOLDERS\u2019 DEFICIENCY" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets", "http://biotricity.com/role/StatementsOfStockholdersDeficiency" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "STOCKHOLDERS\u2019 DEFICIENCY" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r141", "r213", "r319", "r321", "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r331", "r332", "r334", "r337", "r428", "r590", "r591", "r607" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for equity.", "label": "Equity [Text Block]", "verboseLabel": "STOCKHOLDERS\u2019 DEFICIENCY" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiency" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubordinatedBorrowingInterestRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stated interest rate of the subordinated debt.", "label": "Accrue interest" } } }, "localname": "SubordinatedBorrowingInterestRate", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/TermLoanAndCreditAgreementDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [ "r444", "r459" ], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r444", "r459" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r444", "r459" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r444", "r459" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r444", "r459" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r458", "r460" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "SUBSEQUENT EVENTS" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental disclosure of cash flow information:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r159", "r160", "r161", "r262", "r263", "r264" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TypeOfArrangementAxis": { "auth_ref": [ "r412" ], "lang": { "en-us": { "role": { "documentation": "Information by collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Axis]" } } }, "localname": "TypeOfArrangementAxis", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/OperatingLeaseRight-of-useAssetsAndLeaseObligationsDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_UnitDistributionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Distribution of units made by the entity based on a contractual agreement such as a partnership or employment agreement.", "label": "Unit Distribution [Member]" } } }, "localname": "UnitDistributionMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r63", "r64", "r65", "r165", "r166", "r168", "r169" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Significant accounting estimates and assumptions" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_WarrantMember": { "auth_ref": [ "r641", "r642", "r645", "r646", "r647", "r648" ], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative", "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsOutstanding": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.", "label": "Warrants and rights outstanding" } } }, "localname": "WarrantsAndRightsOutstanding", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StockholdersDeficiencyDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_WarrantsAndRightsOutstandingTerm": { "auth_ref": [ "r744" ], "lang": { "en-us": { "role": { "documentation": "Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Warrants and rights outstanding term" } } }, "localname": "WarrantsAndRightsOutstandingTerm", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/ConvertiblePromissoryNotesAndShortTermLoansDetailsNarrative" ], "xbrltype": "durationItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r231", "r239" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2023", "presentation": [ "http://biotricity.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "sharesItemType" } }, "unitCount": 4 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147482338/360-10-05-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "https://asc.fasb.org//1943274/2147481913/940-20-25-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480463/815-10-45-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147480848/942-470-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(a)", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147480848/942-470-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(c)", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147480848/942-470-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "https://asc.fasb.org//1943274/2147481283/985-20-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "https://asc.fasb.org//205/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(c))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-11", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481544/470-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-13", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-24", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r131": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org//235/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r132": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "https://asc.fasb.org//275/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147480418/310-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r134": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "https://asc.fasb.org//360/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147480091/360-10-S99-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r137": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org//440/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r138": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "https://asc.fasb.org//470/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481284/470-20-25-10", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "https://asc.fasb.org//1943274/2147483406/720-35-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r141": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "https://asc.fasb.org//505/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-6", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-7", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-19", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "https://asc.fasb.org//815/tableOfContent", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-11B", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-15", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-6", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482659/740-20-45-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "https://asc.fasb.org//1943274/2147482989/270-10-45-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "https://asc.fasb.org//1943274/2147480321/958-360-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-11", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-12", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org//1943274/2147480321/958-360-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org//1943274/2147480321/958-360-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(2))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r174": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "https://asc.fasb.org//275/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r175": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483489/210-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483466/210-20-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org//1943274/2147481766/480-10-25-13", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.B)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-17", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-24", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-23", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-24", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-11", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-11", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-9", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147480530/250-10-S99-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-10", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-11", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482635/260-10-55-15", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org//1943274/2147483014/272-10-45-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org//1943274/2147482987/272-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org//1943274/2147482987/272-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-40", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-41", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-42", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-9", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481569/310-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "326", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org//1943274/2147479319/326-20-50-6A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "https://asc.fasb.org//330/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "c(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "https://asc.fasb.org//1943274/2147483080/330-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "https://asc.fasb.org//1943274/2147483080/330-10-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "https://asc.fasb.org//1943274/2147482017/420-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org//1943274/2147482648/440-10-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org//1943274/2147482648/440-10-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-9", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147480848/942-470-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4D", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1C", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1C", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481877/830-230-45-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482053/820-10-60-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1C", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1I", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1I", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1I", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1I", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483489/210-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-16", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a),20,24)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(f)(3)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "https://asc.fasb.org//718/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480483/718-10-35-1D", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480483/718-10-35-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.C.Q3)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.1.Q5)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.3.Q2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "730", "URI": "https://asc.fasb.org//1943274/2147483044/730-10-05-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "https://asc.fasb.org//1943274/2147482916/730-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "https://asc.fasb.org//740/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-25", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-10", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-14", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-17", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-19", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-10A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-21", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482526/740-270-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482603/740-30-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "808", "URI": "https://asc.fasb.org//1943274/2147479402/808-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-19", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-25", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-25", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-5C", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(h)(1)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(h)(1)(i)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(h)(1)(iii)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(h)(1)(iv)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(i)(3)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480237/815-40-50-5", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480237/815-40-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(5))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-10", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r437": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "https://asc.fasb.org//830/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-17", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(b))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481674/830-30-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481674/830-30-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147483013/835-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147482900/835-30-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r448": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org//842-20/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147479041/842-20-45-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147479041/842-20-45-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147479341/842-30-25-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r458": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "https://asc.fasb.org//855/tableOfContent", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-30)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org//1943274/2147482546/910-10-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "330", "Topic": "912", "URI": "https://asc.fasb.org//1943274/2147482105/912-330-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org//1943274/2147479941/924-10-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-14", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(9))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147479557/942-235-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "https://asc.fasb.org//1943274/2147480842/942-360-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(21))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(22))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-14A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8)(a))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8)(b))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(11))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(16))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-10A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-17(Column A))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-17(Column B))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-17(Column C))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-17(Column D))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-17(Column E))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.12-17(Column F))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-7A", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.6-03(d))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.6-03(h)(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.6-03(i)(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.6-03(i)(2)(i))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.6-03(i)(2)(ii))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.6-03(i)(2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-11", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-13", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-8", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "205", "Subparagraph": "(a)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "205", "Subparagraph": "(c)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "205", "Subparagraph": "(a)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "27", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-27", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(a)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(b)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(c)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(d)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(e)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(f)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(g)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "205", "Subparagraph": "(h)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480555/946-210-45-4", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Subparagraph": "(e)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Subparagraph": "(f)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(12)(b)(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(12)(b)(2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(12)(b)(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(13)(a)(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(13)(a)(2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(13)(a)(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(14))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(16)(a))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(17))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(19))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(2)(a))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(2)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(3)(a))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(3)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(3)(c))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(6)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(6)(c))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(6)(d))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(6)(e))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(8))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(9)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(9)(c))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(9)(d))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(9)(e))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-05(2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-05(4))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "220", "Subparagraph": "(b)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "220", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-7", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "220", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483580/946-220-50-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(2)(a))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(2)(g)(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(a)(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(a)(2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(a)(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(a)(5))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(a)(6))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(a)(7))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(c)(1))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(c)(2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(c)(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(c)(5))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(c)(6))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(7)(c)(7))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(9))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(1)(d))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(4)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(6))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(7))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(d)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Subparagraph": "(d)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480833/946-310-45-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 4))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(a))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 3))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "505", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "505", "Subparagraph": "(a)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "505", "Subparagraph": "(b)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "505", "Subparagraph": "(c)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "505", "Subparagraph": "(d)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "505", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-6", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org//1943274/2147480327/954-440-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org//1943274/2147482856/976-310-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org//1943274/2147482707/978-310-50-1", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482635/260-10-55-52", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-31", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "12A", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481933/310-10-55-12A", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "79", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org//1943274/2147479294/326-20-55-79", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "420", "URI": "https://asc.fasb.org//1943274/2147481639/420-10-35-4", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69B", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69C", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69E", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69F", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480482/715-20-55-17", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org//1943274/2147480547/715-80-55-8", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4J", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4K", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147479589/842-20-55-53", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org//1943274/2147481372/852-10-55-10", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479401/944-30-55-2", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-8", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-29F", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Subparagraph": "(b)(1)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Subparagraph": "(a)(1)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "55", "SubTopic": "210", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480493/946-210-55-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Subparagraph": "(d)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480833/946-310-45-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2)(i))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 1)(a))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "830", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-10", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-9", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "55", "SubTopic": "830", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-11", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "830", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-12", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r652": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r653": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r654": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r655": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r656": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r657": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "g", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r658": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12, 13, 15d", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r659": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "13e", "Subsection": "4c", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-40", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r660": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "14d", "Subsection": "2b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r661": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "15", "Subsection": "d", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r662": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "14a", "Subsection": "12", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r663": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r664": { "Name": "Form 10-Q", "Number": "240", "Publisher": "SEC", "Section": "308", "Subsection": "a", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r665": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r666": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r667": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r668": { "Name": "Regulation S-K", "Number": "229", "Publisher": "SEC", "Section": "402", "Subsection": "w", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r669": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r670": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r671": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "425", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r672": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org//1943274/2147483014/272-10-45-3", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-10", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-3", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-4H", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-5", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-6", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481544/470-10-50-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-23", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-24", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-5", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-55", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-13", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-20", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481303/470-50-40-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org//1943274/2147481931/410-30-50-10", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "https://asc.fasb.org//1943274/2147482017/420-10-50-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r702": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org//450/tableOfContent", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-9", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "https://asc.fasb.org//1943274/2147481303/470-50-40-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-5", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481142/505-10-45-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-10", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-6", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4A", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-28", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org//1943274/2147481877/830-230-45-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org//1943274/2147479041/842-20-45-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-2", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org//1943274/2147481404/852-10-50-7", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org//1943274/2147481404/852-10-50-7", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "https://asc.fasb.org//1943274/2147482517/912-730-25-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r759": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(a))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r760": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a)(2))", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r761": { "Name": "Accounting Standards Codification", "Paragraph": "2B", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "944", "URI": "https://asc.fasb.org//1943274/2147479432/944-30-50-2B", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r762": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "205", "Subparagraph": "(a)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-4", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r763": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(18))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r764": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "220", "Subparagraph": "(i)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r765": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "220", "Subparagraph": "(k)", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r766": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07(2)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r767": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(4)(b))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r768": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(7))", "Topic": "946", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-8", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 4.F)", "Topic": "505", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-8", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-1A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-1B", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4B", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4C", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-5", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-8", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "https://asc.fasb.org//1943274/2147480238/815-25-50-1", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-1A", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-2", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-3", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org//1943274/2147482949/835-30-55-8", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 79 0001493152-23-022974-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001493152-23-022974-xbrl.zip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