Attached files

file filename
8-K - FORM 8-K - BIOTRICITY INC.super8kbiotricity.htm
EX-4.4 - FORM OF WARRANT - BIOTRICITY INC.exhibit44.htm
EX-3.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION - BIOTRICITY INC.exhibit3iamended_andrestated.htm
EX-3.2 - AMENDED AND RESTATED BY-LAWS - BIOTRICITY INC.exhibit3iiamended_andrestate.htm
EX-4.1 - CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SPECIAL VOTING PREFERRED STOCK OF BIOTRICITY INC. - BIOTRICITY INC.exhibit41certificate_ofdesig.htm
EX-4.3 - FORM OF SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 21, 2017 - BIOTRICITY INC.exhibit43.htm
EX-99.2 - PRESS RELEASE DATED FEBRUARY 3, 2016 - BIOTRICITY INC.exhibit992.htm
EX-10.6 - EXCLUSIVITY & ROYALTY AGREEMENT, DATED AS OF SEPTEMBER 15, 2014 - BIOTRICITY INC.exhibit106.htm
EX-10.5 - 2016 EQUITY INCENTIVE PLAN - BIOTRICITY INC.exhibit105.htm
EX-10.4 - SUPPORT AGREEMENT, MADE AS OF FEBRUARY 2, 2016 - BIOTRICITY INC.exhibit104supportagreement.htm
EX-10.2 - ASSIGNMENT AND ASSUMPTION AGREEMENT, DATED AS OF FEBRUARY 2, 2016 - BIOTRICITY INC.exhibit102assignment_andassu.htm
EX-10.3 - VOTING AND EXCHANGE TRUST AGREEMENT, MADE AS OF FEBRUARY 2, 2016 - BIOTRICITY INC.exhibit103votingandexchanget.htm
EX-16.1 - LETTER OF PLS CPA, A PROFESSIONAL CORP. TO THE SECURITIES AND EXCHANGE COMMISSION, DATED FEBRUARY 2, 2016 - BIOTRICITY INC.exhibit161auditorchangetosec.htm
EX-10.1 - EXCHANGE AGREEMENT, DATED FEBRUARY 2, 2016 - BIOTRICITY INC.exhibit101exchangeagreement.htm
EX-4.2 - EXCHANGEABLE SHARE PROVISIONS WITH RESPECT TO THE SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO EXCHANGEABLE SHARES - BIOTRICITY INC.exhibit42exchangeablesharepr.htm

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma combined financial statements are provided for informational purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the combined company would be had the Acquisition Transaction occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or combined financial position. The unaudited combined financial statements do not reflect any cost savings or synergies that the management of Biotricity Inc. (formerly known as Metasolutions Inc.) and iMedical Innovations Inc. could have achieved if they were together through this period.

 

The unaudited pro forma combined statements of operations for the periods presented give effect to the Acquisition Transaction as if they had been consummated, beginning of the earliest period presented. The unaudited pro forma balance sheets give effect to the Acquisition Transaction as if they had occurred on the dates of those balances sheets.

 

The effects of the Acquisition Transaction have been prepared using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes.

 

We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should also be read in conjunction with these unaudited pro forma financial statements. Please read this information in conjunction with:

 

 

·

The audited financial statements of iMedical Innovations Inc. for the years ended December 31, 2014 and 2013.

 

 

·

The unaudited financial statements of iMedical Innovations Inc. for the nine months ended September 30, 2015 and 2014.

 

 

·

The audited financial statements of Biotricity Inc. for the year ended August 31, 2015.

 

 

·

The unaudited financial statements of Biotricity Inc. included in its Quarterly Report on Form 10-Q at November 30, 2015.

  

The audited pro forma combined financial statements should be read in conjunction with the information contained in the Current Report on Form 8-K.

 

 

 
















1




Biotricity Inc. (formerly known as Metasolutions Inc.)

Pro Forma Combined Statements of Financial Position

As at November 30, 2015 and September 30, 2015

Expressed in US $

(Unaudited)


 

Biotricity Inc.

iMedical Innovations Inc.

 

 

 

 

November 30, 2015

September 30, 2015

Note

Pro Forma Adjustment

Pro Forma Combined

 

(unaudited)

(unaudited)

 

 

(unaudited)

 

$

$

 

$

CURRENT ASSETS

 

 

 

 

 

Cash

1,838 

308,137 

 

309,975 

Harmonized sales tax recoverable

22,086 

 

22,086 

Prepaid expenses and deposits

9,204 

5,000 

 

14,204 

TOTAL ASSETS

11,042 

335,223 

 

346,265 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

255,625 

167,651 

 

423,276 

Loans - unrelated parties

46,903 

 

46,903 

 

302,528 

167,651 

 

470,179 

 

 

 

 

 

 

Convertible notes

291,601 

 

291,601 

Derivative liabilities

274,084 

 

274,084 

TOTAL LIABILITIES

302,528 

733,336 

 

1,035,864 

 

 

 

 

 

 

STOCKHOLDERS' (DEFICIENCY) EQUITY

 

 

 

 

 

Common stock

9,000 

4,771,776 

 (a & b)

(4,771,776)

25,000 

 

 

 

 

(9,000)

 

 

 

 

 

25,000 

 

Additional paid-in-capital

13,300 

2,521,387 

 (a & b)

4,771,776 

6,976,677 

 

 

 

 

9,000 

 

 

 

 

 

(25,000)

 

 

 

 

 

(313,786)

 

Accumulated other comprehensive income

45,568 

 

45,568 

Accumulated deficit

(313,786)

(7,736,844)

 (a & b)

313,786 

(7,736,844)

Total stockholders' (deficiency) equity

(291,486)

(398,113)

 

(689,599)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

11,042 

335,223 

 

346,265 




2




Biotricity Inc. (formerly known as Metasolutions Inc.)

Pro Forma Combined Statements of Financial Position

As at November 30, 2014 and December 31, 2014

Expressed in US $

(Unaudited)


 

Biotricity Inc.

iMedical Innovations Inc.

 

 

Pro Forma Combined

 

November 30, 2014

December 31, 2014

Note

Pro Forma Adjustment

 

 

(unaudited)

(unaudited)

 

 

(unaudited)

 

$

$

 

$

$

CURRENT ASSETS

 

 

 

 

 

Cash

448,599 

 

448,599 

Harmonized sales tax recoverable

71,336 

 

71,336 

Prepaid expenses and deposits

 

TOTAL ASSETS

519,935 

 

519,935 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

189,465 

176,039 

 

365,504 

Loans - unrelated parties

 

 

189,465 

176,039 

 

365,504 

 

 

 

 

 

 

Convertible notes

 

Derivative liabilities

 

TOTAL LIABILITIES

189,465 

176,039 

 

365,504 

 

 

 

 

 

 

STOCKHOLDERS' (DEFICIENCY) EQUITY

 

 

 

 

 

Common stock

9,000 

3,959,849 

 (a & b)

(3,959,849)

25,000 

 

 

 

 

(9,000)

 

 

 

 

 

25,000 

 

Additional paid-in-capital

409,658 

 (a & b)

3,959,849 

4,155,042 

 

 

 

 

9,000 

 

 

 

 

 

(25,000)

 

 

 

 

 

(198,465)

 

Accumulated other comprehensive income

17,311 

 

17,311 

Accumulated deficit

(198,465)

(4,042,922)

 (a & b)

198,465 

(4,042,922)

Total stockholders' (deficiency) equity

(189,465)

343,896 

 

154,431 

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

519,935 

 

519,935 




3





Biotricity Inc. (formerly known as Metasolutions Inc.)

Pro Forma Statements of Operations and Comprehensive Loss

Expressed in US $

For the Nine months ended November 30, 2015 and September 30, 2015

(Unaudited)


 

Biotricity Inc. Nine Months Ended November 30, 2015

iMedical Innovations  Inc. Nine Months Ended September 30, 2015

Note

Pro Forma Adjustment

Pro Forma Combined

 

(unaudited)

(unaudited)

 

 

(unaudited)

 

$

$

 

$

$

 

 

 

 

 

 

REVENUE

 

-

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

General and administrative expenses

92,441 

2,801,868 

 

-

2,894,309 

Research and development expenses

891,719 

 

-

891,719 

TOTAL OPERATING EXPENSES

92,441 

3,693,587 

 

-

3,786,028 

 

 

 

 

 

 

Accretion expense

3,014 

 

-

Change in fair value of derivative liabilities

(2,679)

 

-

NET LOSS BEFORE INCOME TAXES

(92,441)

(3,693,922)

 

-

(3,786,028)

 

 

 

 

 

 

Income taxes

 

-

NET LOSS

(92,441)

(3,693,922)

 

-

(3,786,028)

 

 

 

 

 

 

Translation adjustment

28,267 

 

-

30,655 

 

 

 

 

 

 

COMPREHENSIVE LOSS

(92,441)

(3,665,655)

 

-

(3,755,373)

 

 

 

 

 

 

LOSS PER SHARE, BASIC AND DILUTED

(0.01)

(0.23)

 

 

(0.15)

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

9,000,000 

15,989,099 

 

-

25,000,000 




4




Biotricity Inc. (formerly known as Metasolutions Inc.)

Pro Forma Statements of Operations and Comprehensive Loss

Expressed in US $

For the Twelve months ended November 30, 2014 and December 31, 2015

(Unaudited)


 

Biotricity Inc.

iMedical Innovations  Inc.

 

 

 

 

Twelve Months Ended November 30, 2014

Twelve Months Ended December 31, 2014

Note

Pro Forma Adjustment

Pro Forma Combined

 

(unaudited)

(unaudited)

 

 

(unaudited)

 

$

$

 

$

$

 

 

 

 

 

 

REVENUE

 

-

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

General and administrative expenses

84,367 

873,541 

 

-

957,908 

Research and development expenses

832,661 

 

-

832,661 

TOTAL OPERATING EXPENSES

84,367 

1,706,202 

 

-

1,790,569 

 

 

 

 

 

 

Accretion expense

 

-

Change in fair value of derivative liabilities

 

-

NET LOSS BEFORE INCOME TAXES

(84,367)

(1,706,202)

 

-

(1,790,569)

 

 

 

 

 

 

Income taxes

 

-

NET LOSS

(84,367)

(1,706,202)

 

-

(1,790,569)

 

 

 

 

 

 

Translation adjustment

3,050 

 

-

30,655 

 

 

 

 

 

 

COMPREHENSIVE LOSS

(84,367)

(1,703,152)

 

-

(1,759,914)

 

 

 

 

 

 

LOSS PER SHARE, BASIC AND DILUTED

(0.02)

(0.12)

 

 

(0.07)

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

4,500,000 

14,409,314 

 

-

25,000,000 




5




Biotricity Inc. (formerly known as Metasolutions Inc.)

Notes to Pro Forma Combined Financial Statements

(Expressed in US $)

(Unaudited)

 

1.

The Transaction


On February 2, 2016, Biotricity Inc., a corporation incorporated under the laws of the State of Nevada (the “Parent” and “Biotricity”), 1061806 BC LTD., a wholly owned subsidiary of Biotricity, and a corporation incorporated under the laws of the Province of British Columbia  (“Callco”), 1062024 BC LTD., a subsidiary of Callco and a corporation incorporated under the laws of the Province of British Columbia (“Exchangeco”), iMedical Innovations Inc., a corporation incorporated under the laws of the Province of Ontario (“iMedical”) and the Shareholders of  iMedical entered into an Exchange Agreement in connection with the closing of the Acquisition Transaction as detailed below:

·

Biotricity’s sole existing director resigned and a new director who is the sole director of iMedical was appointed to fill the vacancy;

·

Biotricity’s sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 shares of outstanding common stock, resigned from all positions and transferred all of his shares back for cancellation;

·

The existing management of iMedical were appointed as executive officers; and

·

The existing shareholders of iMedical entered into a transaction whereby their existing common shares of iMedical were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricity’s common stock, or (b) shares of Biotricity’s common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricity’s common stock that constitute 90% of Biotricity’s issued and outstanding shares.


As a result, Biotricity’s management have determined to treat the acquisition as a reverse merger and recapitalization for accounting purposes, with iMedical as the acquirer for accounting purposes.    

 

2    Basis of Presentation


The unaudited pro forma combined financial information for Biotricity as at and for the nine month period ended November 30, 2015 and September 30, 2015 and twelve months period ended November 30, 2014 and December 31, 2014, respectively, has been prepared by management to reflect the Acquisition Transaction as described in Note 1.

 

The unaudited pro forma combined financial information that follows for the twelve months ended December 31, 2014 and November 30, 2014 have been derived from the historical audited financial statements of iMedical for the year ended December 31, 2014 and from the Quarterly Reports on Form 10-Q of Biotricity as at and for the period ended November 30, 2014.


The unaudited pro forma combined financial information that follows for the twelve months ended December 31, 2014 and November 30, 2014 have been derived from the historical audited financial statements of iMedical for the year ended December 31, 2014 and from the Quarterly Reports on Form 10-Q of Biotricity as at and for the period ended November 30, 2014.

 

Certain adjustments have been made while combining the two companies which are detailed in note 3. The pro forma adjustments are based on available information and assumptions that Biotricity believes are reasonable. Such adjustments are estimates and are subject to change.

 



6




Biotricity Inc. (formerly known as Metasolutions Inc.)

Notes to Pro Forma Combined Financial Statements

(Expressed in US $)

(Unaudited)

 

The Acquisition Transaction will be accounted for as a reverse acquisition in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Biotricity’s management has evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Acquisition Transaction and concluded, based on a consideration of the pertinent facts and circumstances, that iMedical will acquire Biotricity for financial accounting purposes. Accordingly, the Acquisition Transaction has been accounted for in the unaudited pro forma combined financial statements as a continuation of the financial statements of iMedical together with an exchange of shares, to the former shareholders of Biotricity and a re-capitalization of the equity of Biotricity.

 

3     Pro Forma Adjustments


The unaudited pro forma combined financial statements give effect to the following adjustments:

 

 

(a)

Immediately following the closing of the Acquisition Transaction, the authorized capital of the Parent consists of 125,000,000 Parent Shares of common stock, par value US$0.001 per share of which 25,000,000 Parent Shares are issued and outstanding, and 10,000,000 shares of preferred stock, par value US$0.001 per share of which one share has been designated Special Voting Preferred Stock, one share of Special Voting Preferred Stock is issued and outstanding.


Of the issued and outstanding 2,500,000 Parent Shares existing prior to the Acquisition, 750,000 will be held in escrow and are subject to forfeiture in the event the Parent is not able to raise US $6,000,000 by the six month anniversary of the closing of the Acquisition Transaction.

 

(b)

Eliminates the capital stock of iMedical and accumulated deficit of Biotricity.

 




7