6-K

UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2022.

Commission File Number: 000-51848

Avricore Health Inc.

(Exact name of registrant as specified in its charter)

1120-789 West Pender St, Vancouver, BC, V6C 1H2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): NO

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NO

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Exhibits

The following exhibits are included in this form 6-K:

Exhibit No.	Description	Date Released
1	Interim Financial Statements For the period ended March 31, 2022	May 27, 2022
2	CEO Certification	May 27, 2022
3	CFO Certification	May 27, 2022
4	MD&A for the year period March 31, 2022	May 27, 2022
5	Notice of the Meeting and record date	May 20, 2022

SIGNATURES

Pursuant to the requirements 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.

		AVRICORE HEALTH INC.
Date: December 23, 2022	By	Kiki Smith
		Kiki Smith
		Chief Financial Officer

SEC1815(04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

EX-1

Exhibit 1

Avricore Health Inc.

Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three months ended March 31, 2022 and 2021

(Expressed in Canadian Dollars)

Notice to Reader

Management has prepared the unaudited condensed interim consolidated financial statements for Avricore Health Inc. (the “Company”) in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited condensed interim consolidated financial statements for the period ended March 31, 2022 and 2021.

Avricore Health Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	Note	Unaudited March 31, 2022			Audited December 31, 2021
		$			$
ASSETS
Current Assets
Cash and cash equivalents			1,840,840			2,012,995
Accounts receivable	4		81,235			91,548
Prepaid expenses and deposits	5		84,775			54,467
			2,006,850			2,159,010
Equipment	6		84,901			90,875
Intangible assets	7		31,065			31,508
Total Assets			2,122,816			2,281,393
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	8		26,479			44,477
Loans payable	9		40,000			40,000
			66,479			84,477
SHAREHOLDERS’ EQUITY
Share capital	10		26,642,315			26,618,315
Reserves	10		5,815,817			5,794,718
Deficit			(30,401,795	)		(30,216,117	)
			2,056,337			2,196,916
Total Liabilities and Shareholders’ Equity			2,122,816			2,281,393

Nature of operations and going concern (Note 1)

Approved and authorized on behalf of the Board of Directors on May 27, 2022.

“Hector Bremner”	“David Hall”
Hector Bremner, Director	David Hall, Chairman

The accompanying notes are an integral part of these condensed interim consolidated financial statements

2

Avricore Health Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

	Note	2022			2021
		$			$
Revenue			42,736			7,575
Cost of sales			(27,623	)		(5,928	)
Gross profit			15,113			1,647
Expenses
Advertising and promotion			1,657			-
Amortization	6 & 7		7,579			296
Consulting	12		52,500			72,963
General and administrative	11		33,869			49,694
Management Fees	12		37,500			92,500
Shareholder communications			15,953			8,642
Professional fees	12		30,805			67,485
Share-based compensation	10 & 12		21,099			386,935
			200,962			678,515
Other income (expense)
Finance costs	9		-			(38,438	)
Interest income			171			-
Net loss and comprehensive loss for the period			(185,678	)		(715,306	)
Basic and Diluted Loss Per Share			(0.00	)		(0.01	)
Weighted Average Number of Common Shares Outstanding			97,650,872			83,099,202

Segmented information (Note 14)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

3

Avricore Health Inc.

Condensed Interim Consolidated Statements of Changes in Equity

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

	Number of Shares		Share Capital			Shares Subscribed			Warrant Reserve			Option Reserve			Deficit			Total
			$			$			$			$			$			$
Balance, December 31, 2020		69,795,584		22,286,852			10,000			914,531			4,582,561			(28,507,985	)		(714,041	)
Shares issued for cash		15,740,000		2,414,000			(10,000	)		-			-			-			2,404,000
Exercise of warrants		7,201,160		1,320,544			-			(95,432	)		-			-			1,225,112
Exercise of options		540,000		68,896			-			-			(30,346	)		-			38,550
Share issuance costs		-		(237,315	)		-			139,625			-			-			(97,690	)
Share-based compensation		-		-			-			-			386,935			-			386,935
Net loss for the period		-		-			-			-			-			(715,306	)		(715,306	)
Balance, March 31, 2021		93,276,744		25,852,977			-			958,724			4,939,150			(29,223,291	)		2,527,560
Balance, December 31, 2021		97,535,264		26,618,315			-			902,761			4,891,957			(30,216,117	)		2,196,916
Exercise of warrants		160,000		24,000			-			-			-			-			24,000
Share-based compensation		-		-			-			-			21,099			-			21,099
Net loss for the period		-		-			-			-			-			(185,678	)		(185,678	)
Balance, March 31, 2022		97,695,264		26,642,315			-			902,761			4,913,056			(30,401,795	)		2,056,337

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4

Avricore Health Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

	2022			2021
	$			$
Operating Activities
Net loss		(185,678	)		(715,306	)
Adjustment for non-cash items:
Amortization		7,579			296
Finance cost		-			38,438
Share-based payments		21,099			386,935
Change in working capital items:
Accounts receivable		10,313			(10,050	)
Prepaid expenses and deposits		(30,308	)		(11,809	)
Accounts payable and accrued liabilities		(17,998	)		19,924
Net cash used in operating activities		(194,993	)		(291,572	)
Investing Activities
Intangible assets		(1,162	)		-
Purchase of equipment		-			(4,298	)
Net cash used in investing activities		(1,162	)		(4,298	)
Financing Activities
Proceeds from issuance of shares		-			2,404,000
Proceeds from exercise of warrants		24,000			1,225,112
Proceeds from exercise of stock options		-			38,550
Share issuance costs		-			(97,690	)
Loan repaid		-			(1,000,000	)
Net cash provided by financing activities		24,000			2,569,972
(Decrease) increase in Cash and Cash Equivalents		(172,155	)		2,274,102
Cash and Cash Equivalents, Beginning of period		2,012,995			302,715
Cash and Cash Equivalents, End of period		1,840,840			2,576,817
Cash and Cash Equivalents Consist of:
Cash		1,530,840			2,566,817
Guaranteed investment certificates		310,000			10,000
Cash and Cash Equivalents		1,840,840			2,576,817

Supplemental cash flow information (Note 15)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

5

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Avricore Health Inc. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000. The Company’s common shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “AVCR” and are quoted on the OTCIQ Market as “NUVPF”. The Company’s registered office is at 700 – 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.

The Company is involved in the business of health data and point-of-care technologies (“POCT”).

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations, or raise additional financing to cover ongoing cash requirements. The condensed interim consolidated financial statements do not reflect any adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

	March 31, 2022			December 31, 2021
	$			$
Deficit		(30,401,795	)		(30,216,117	)

In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a global pandemic. Since then, several measures have been implemented in Canada and the rest of the world in response to the increased impact from COVID-19. The Company continues to operate the business forward at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company’s operations, including the duration and impact on the Company’s future plans, cannot be reasonably estimated at this time.

2. BASIS OF PRESENTATION

a) Statement of Compliance

The condensed interim consolidated financial statements for the period ended March 31, 2022 have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2021. The accounting policies followed in these interim financial statements are consistent with those applied in the Company’s most recent annual financial statements for the year ended December 31, 2021.

6

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

a) Statement of Compliance (continued)

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The significant accounting policies are presented in Note 3 of the annual consolidated financial statements for the year ended December 31, 2021 and have been consistently applied in each of the periods presented. The condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency, unless other indicated.

The preparation of condensed interim consolidated financial statements in accordance with IFRS requires the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the condensed interim consolidated financial statements and accompanying notes. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed below. Actual results might differ from these estimates. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised.

b) Basis of consolidation

Condensed interim consolidated financial statements include the assets, liabilities and results of operations of all entities controlled by the Company. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the Company’s the condensed interim consolidated financial statements. Where control of an entity is obtained during a financial year, its results are included in the consolidated statements of operations and comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control exists.

These condensed interim consolidated financial statements include the accounts of the Company and its controlled wholly owned subsidiary HealthTab™ Inc.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and judgments

Estimates

Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Share-based payments

The Company grants share-based awards to certain directors, officers, employees, consultants and other eligible persons. For equity-settled awards, the fair value is charged to the statement of operations and comprehensive loss and credited to the reserves over the vesting period using the graded vesting method, after adjusting for the estimated number of awards that are expected to vest.

7

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting estimates and judgments (continued)

The fair value of equity-settled awards is determined at the date of the grant using the Black-Scholes option pricing model. For equity-settled awards to non-employees, the fair value is measured at each vesting date. The estimate of warrant and option valuation also requires determining the most appropriate inputs to the valuation model, including the volatility, expected life of warrants and options, risk free interest rate and dividend yield. Changes in these assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s options and warrants issued. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized.

Judgements

Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Revenue recognition

Revenue is recognized when the revenue recognition criteria expressed in the accounting policy have been met. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

Deferred income taxes

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.

Going concern

The Company’s management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1.

4. ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

	March 31, 2022		December 31, 2021
	$		$
Trade receivables		77,087		83,847
GST receivable		4,148		7,701
		81,235		91,548

8

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

5. PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $30,263 (December 31, 2021 - $35,949), prepaid business insurance of $42,512 (December 31, 2021 - $6,518) and security deposits of $12,000 (December 31, 2021 - $12,000).

6. EQUIPMENT

	Equipment
	$
Cost
Balance, December 31, 2020		-
Additions		105,358
Balance, December 31, 2021		105,358
Additions		-
Balance, March 31, 2022		105,358
Accumulated Amortization
Balance, December 31, 2020		-
Amortization		14,483
Balance, December 31, 2021		14,483
Amortization		5,974
Balance, March 31, 2022		20,457
Carrying value
As at December 31, 2021		90,875
As at March 31, 2022		84,901

9

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

7. INTANGIBLE ASSETS

	Software		HealthTab™		Corozon		Emerald		Total
	$		$		$		$		$
Cost
Balance, December 31, 2020		-		1		1		1		3
Additions		35,006		-		-		-		35,006
Balance, December 31, 2021		35,006		1		1		1		35,009
Additions		1,162		-		-		-		1,162
Balance, March 31, 2022		36,168		1		1		1		36,171
Accumulated Amortization
Balance, December 31, 2020		-		-		-		-		-
Amortization		3,501		-		-		-		3,501
Balance, December 31, 2021		3,501		-		-		-		3,501
Amortization		1,605		-		-		-		1,605
Balance, March 31, 2022		5,106		-		-		-		5,106
Carrying value
As at December 31, 2021		31,505		1		1		1		31,508
As at March 31, 2022		31,062		1		1		1		31,065

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued costs consist of the following:

	March 31, 2022		December 31, 2021
	$		$
Trade accounts payable		22,479		44,477
Accrued liabilities		-		-
		22,479		44,477

9. LOANS PAYABLE

During the year ended December 31, 2020, the Company entered into a loan agreement with a third party for a secured loan in the amount of $1,000,000 (the “Loan”). The Loan was for a term of one year from the date of receipt of the funds, bore interest at a rate of 10% per annum and was secured with all of the present and after-acquired property of the Company. The loan was subject to an interest reserve of $100,000 held back from the loan advance. The Company paid a loan application fee in the amount of $30,000 and issued 3,480,000 bonus shares with a fair value of $52,500, which was recorded against the carrying value of the Loan.

10

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

9. LOANS PAYABLE (continued)

During the three months ended March 31, 2022, the Company recorded $Nil (2021 - $21,096) as interest expense and recorded $Nil (2021 - $17,342) as accretion expense on the loan which was been included in finance cost in the condensed interim consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2021, the Company repaid the outstanding loan balance of $1,000,000 at the end of the term.

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2025. The loan is interest-free until December 31, 2022. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum.

10. SHARE CAPITAL

Authorized share capital

Authorized: Unlimited number of common shares without par value.

Issued share capital

During the three months ended March 31, 2022:

The Company issued 160,000 common shares upon exercise of warrants for gross proceeds of $24,000.

During the ended December 31, 2021:

The Company issued 10,058,660 common shares upon exercise of warrants for gross proceeds of $1,653,737.

The Company issued 1,666,020 common shares upon exercise of stock options for gross proceeds of $125,657.

The Company issued 275,000 common shares valued at $38,500 to a consultant in exchange for services received.

On February 12, 2021, the Company completed a non-brokered private placement and issued 7,000,000 units at a price of $0.22 per unit for gross proceeds of $1,540,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.30 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company’s directors and officers participated in the private placement. The Company paid finder’s fee totaling $56,320 and issued 256,000 finder’s warrants valued at $39,206.

On January 28, 2021,   the Company closed the final tranche of a non-brokered private placement and issued 8,740,000 units at a price of $0.10 per unit for gross proceeds of $874,000. Each unit consisted of one common share and one share purchase warrant entitling the holder thereof to acquire an additional common share of the Company at a price of $0.15 per share for a period of 12 months from the date of closing subject to an accelerated expiry condition. The Company’s directors and officers participated in the private placement. The Company paid finder’s fee totaling $27,800 and issued 278,000 finder’s warrants valued at $100,419.

11

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

Stock options

The Company has adopted an incentive share purchase option plan under the rules of the Exchange pursuant to which it is authorized to grant options to executive officers, directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of ten years and generally vest either immediately or in specified increments of up to 25% in any three-month period.

The changes in stock options including those granted to directors, officers, employees and consultants are summarized as follows:

	Period ended March 31, 2022					Year ended December 31, 2021
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Beginning Balance		7,880,052		$	0.13		6,706,072		$	0.08
Options granted		-			-		2,840,000		$	0.22
Expired/Cancelled		(1,280,000	)	$	0.10		-			-
Exercised		-			-		(1,666,020	)	$	0.08
Ending Balance		6,600,052		$	0.13		7,880,052		$	0.13
Exercisable		6,425,052		$	0.13		7,692,552		$	0.13

The following table summarizes information about stock options outstanding and exercisable as at March 31, 2022:

Exercise Price			Expiry date	Options
				Outstanding		Exercisable
$	0.15		June 21, 2022		140,000		140,000
$	0.10		July 20, 2022		150,000		150,000
$	0.10		November 20, 2022		150,000		150,000
$	0.10		December 8, 2022		650,052		650,052
$	0.10		March 27, 2023		200,000		200,000
$	0.17		March 31, 2023		250,000		125,000
$	0.10	(4)	April 11, 2023		150,000		150,000
$	0.075		January 24, 2024		140,000		140,000
$	0.06		April 1, 2024		140,000		140,000
$	0.05		October 1, 2024		1,470,000		1,470,000
$	0.08		November 18, 2025		500,000		500,000
$	0.08		December 8, 2025		710,000		710,000
$	0.19		January 28, 2026		150,000		150,000
$	0.25		March 22, 2026		1,800,000		1,750,000
					6,600,052		6,425,052

The weighted average remaining life of the stock options outstanding at March 31, 2022 is 2.68 years.

12

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

Share-based compensation

Share-based compensation of $21,099 was recognized during the three months ended March 31, 2022 (2021 - $386,935) for stock options granted, vested, and repriced during the year. Options issued to directors and officers of the Company vested immediately, while those issued to consultants vest over one year, however, the Board may change such provisions at its discretion or as required on a grant-by-grant basis.

Share-based payments for options granted and repriced was measured using the Black-Scholes option pricing model with the following assumptions:

	2022		2021
Expected life		-		5 years
Volatility		-		134% - 146	%
Dividend yield		-		0	%
Risk-free interest rate		-		0.41% - 0.99	%

Option pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

Warrants

The Company has issued warrants entitling the holders to acquire common shares of the Company. The summary of changes in warrants is presented below.

	Period ended March 31, 2022					Year ended December 31, 2021
	Number of Warrants			Weighted Average Exercise Price		Number of Warrants			Weighted Average Exercise Price
Beginning Balance		18,781,066		$	0.21		18,743,226		$	0.16
Warrants issued		-			-		16,274,000		$	0.22
Warrants exercised		(160,000	)	$	0.15		(10,058,660	)	$	0.16
Warrants expired		(16,114,000	)	$	0.22		(6,177,500	)	$	0.15
Outstanding		2,507,066		$	0.20		18,781,066		$	0.21

The following table summarizes information about warrants outstanding and exercisable as at March 31, 2022:

Exercise Price		Expiry date	Warrants Outstanding
$	0.20	June 26, 2022		993,666
$	0.20	August 3, 2022		742,667
$	0.20	November 27, 2022		770,733
				2,507,066

The weighted average remaining life of the warrants outstanding at March 31, 2022 is 0.40 years.

13

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10. SHARE CAPITAL (continued)

Fair value of the finder’s warrants granted was measured using the Black-Scholes pricing model with the following assumptions:

	2022		2021
Expected life		-		1 year
Volatility		-		190	%
Dividend yield		-		0	%
Risk-free interest rate		-		0.26	%

Black-Scholes pricing models require the use of highly subjective estimates and assumptions, including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

11. GENERAL AND ADMINISTRATIVE EXPENSES

	Three months ended March 31,
	2022		2021
	$		$
Bank service charges		1,141		2,295
Filing and registration fees		8,387		25,343
Foreign exchange		100		(750	)
Insurance		11,431		11,747
Investor relations		-		1,667
Office maintenance		3,813		7,501
Rent		3,300		1,410
Travel		5,697		481
		33,869		49,694

12. RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2022 and 2021, the Company recorded the following transactions with related parties:

a) $37,500 in management fees (2021 - $37,500) to the Chief Executive Officer of the Company along with a bonus award of $Nil (2021 - $35,000).

b) $Nil in management fees to the former President and Chief Executive Officer of the Company (2021 - $20,000).

c) $30,000 in professional fees (2021 - $30,000) to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $Nil (2021 - $30,000).

d) $30,000 in consulting fees (2021 - $30,000) to the Chief Technology Officer of the Company along with a bonus award $Nil (2021 - $35,000).

14

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

12. RELATED PARTY TRANSACTIONS (continued)

Related party transactions not otherwise described in the condensed interim consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:

	Three months ended March 31,
	2022		2021
	$		$
Consulting fees		30,000		65,000
Management fees		37,500		92,500
Professional fees		30,000		60,000
Share-based compensation		12,129		264,393
		109,629		481,893

There were no amounts due to related parties as at March 31, 2022 and December 31, 2021.

13. CAPITAL DISCLOSURES

The Company includes shareholders’ equity in the definition of capital. The Company’s objective when managing capital is to maintain sufficient cash resources to support its day-to-day operations. The availability of capital is solely through the issuance of the Company’s common shares. The Company will not issue additional equity until such time when funds are needed and the market conditions become favorable to the Company. There are no assurances that funds will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize its dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended March 31, 2022.

14. SEGMENTED INFORMATION

At March 31, 2022 and December 31, 2021, the Company has only one segment, being the HealthTab™ - Point of Care Business in Canada.

15. SUPPLEMENTAL CASH FLOW INFORMATION

During the three months ended March 31, 2021, the Company:

- Issued common shares against subscriptions of $10,000 received in prior year.

15

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout the consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. The Company does not have financial assets that are invested in asset-backed commercial paper.

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data.

Approximately 74% of trade receivables are due from one customer at March 31, 2022 (2021 – 76% from one customer).

b) Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. Due to the ongoing COVID-19 pandemic, liquidity risk has been assessed as high.

The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised.

As at March 31, 2022, the Company’s liabilities were comprised of accounts payable and accrued liabilities, and loans payable of $66,479 (2021 - $84,477).

16

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

16. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

c) Market risk

Market risk for the Company consists of currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposure within acceptable limits, while maximizing returns.

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

d) Fair value of financials instruments

The fair values of financial assets and financial liabilities are determined as follows:

Cash and cash equivalents are measured at fair value. For accounts receivable, accounts payable, and loans payable carrying amounts approximate fair value due to their short-term maturity;

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities and amounts resulting from direct arm’s length transactions.

Cash and cash equivalents are valued using quoted market prices or from amounts resulting from direct arm’s length transactions. As a result, these financial assets have been included in Level 1 of the fair value hierarchy.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Derivatives are included in Level 2 of the fair value hierarchy as they are valued using price models. These models require a variety of inputs, including, but not limited to, contractual terms, market prices, forward price curves, yield curves and credit spreads. The Company’s lease liabilities are at this level.

Level 3: Inputs for the asset or liability are not based on observable market data. Currently, the Company has no financial instruments at this level.

17

EX-2

Exhibit 2

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Hector D. Bremner, CEO of Avricore Health Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avricore Health Inc. (the “issuer”) for the interim period ended March 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 27, 2022

“Hector Bremner”

Hector D. Bremner, CEO

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-3

Exhibit 3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kiki Smith, CFO of Avricore Health Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avricore Health Inc. (the “issuer”) for the interim period ended March 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 27, 2022

“Kiki Smith”

Kiki Smith, CFO

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-4

Exhibit 4

Avricore Health Inc.

Management’s Discussion & Analysis

For the three months ended

March 31, 2022

Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

This Management Discussion and Analysis (“MD&A”) of Avricore Health Inc. (“AVRICORE”, the “Company”, “we”, “us” or “our”) for the period ended March 31, 2022 is prepared as of May 27, 2022. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2022 and the audited consolidated financial statements for the year ended December 31, 2021 and the related notes thereto.

Our consolidated financial statements are prepared in accordance International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” and the non-GAAP performance measures that are subject to risk factors set out in a cautionary note contained herein.

All amounts are expressed in Canadian dollars unless otherwise indicated.

Additional information about Avricore Health Inc. can be found on the SEDAR website (www.sedar.com) and on the Company’s website (www.avricorehealth.com).

FORWARD LOOKING STATEMENTS

This MD&A contains or incorporates forward-looking statements within the meaning of Canadian securities legislation (collectively, “forward-looking statements. These forward-looking statements relate to, among other things, revenue, earnings, changes in cost and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements are not historical facts but instead represent only Avricore’s expectations, estimates and projections regarding future events.

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions, influencing factors, risks and uncertainties are referred to in the body of this MD&A, in the press release announcing the Company’s financial results for the year ended December 31, 2021, and in Avricore’s annual financial statements and the notes thereto. These documents are available at www.sedar.com.

The forward-looking statements contained in this MD&A are made as at the date of this MD&A and, accordingly, are subject to change after such date. Except as required by law, Avricore does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this MD&A, whether as a result of new information, future events or otherwise.

2 | p a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

OVERVIEW

Avricore Health is focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through our flagship offering HealthTab™ (a wholly owned subsidiary), we provide a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients.

The HealthTab™ platform effectively turns pharmacies into community point-of-care diagnostic centres. It enables pharmacists to take on a greater role in primary health services, capitalizes on the rapidly growing point-of-care testing market, and ultimately improves the quality of life for patients living with chronic illness.

COVID-19 RESPONSE

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. One year later the pandemic continues to severely impact the environment in which the Company operates.

One benefit is the increased focus on real world evaluations and rapid testing which has brought increased attention to HealthTab™. While continuing HealthTab’s™ primary focus on general health screening it has also been adapted to support COVID-19 testing.

The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the spread of the virus and government actions. Management continues to monitor the situation and adjust corporate planning as appropriate.

HEALTHTAB™ – KEY DEVELOPMENTS

Key developments have included:

● 53 (an increase of 33) participating Shoppers Drug Mart® pharmacies, 48 in Ontario and 5 in British Columbia, have now received their HealthTab™ systems and are offering screening tests to patients. The program’s primary focus is to screen patients at-risk for diabetes and cardiovascular disease. In-store signage and print material will let customers know they are able to request HealthTab™ tests, and existing patients will be made aware through direct outreach from their Shoppers Drug Mart® pharmacist based on their health profile.

● Since the pilot with Shoppers Drug Mart® was launched, over 3,300 Healthtab™ tests were completed. The data collected confirmed that the patients tested had a high prevalence of previously undiagnosed diabetes, pre-diabetes and heart disease and significant near-term risk for major health events. Patients also reported in post surveys that they valued receiving this information from their pharmacists, and those pharmacists indicated that Healthtab™ helped increase the value in the services they were able to provide to their patients. This has resulted in increased demand for Healthtab™ units bringing total systems installed to 53.

● Developed a quality assurance program with a third-part reference laboratory to offer HealthTab™ pharmacies industry leading validation for point-of-care instruments and test consumables.

3 | p a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

● Signing of a non-exclusive, pilot supplier distribution agreement in Canada between HealthTab™ Inc., and Abbott, with respect to the handheld blood chemistry analyzer, i-STAT Alinity. The agreement allows HealthTab™ to distribute Abbott’s point-of-care i-STAT Alinity and its associated tests for creatinine in Canadian pharmacies to better support patients with important information about their renal function.

● Signing master agreement to pilot Healthtab™ platform for screening of diabetes and heart disease in select Shoppers Drug Mart® pharmacies.

● Amendment to the Distribution Agreement adds the Abbott’s popular ID NOW™ molecular testing device which will add onsite testing and reporting capabilities for SARS-CoV-2 as well as Respiratory Syncytial Virus (RSV), Influenza A & B and Streptococcus – a powerful combination for detecting infections before they spread.

● Partnered with Ellerca Health Inc. to offer joint diabetes screening and management support.

● Signing of a Distribution Agreement with Abbott Rapid Diagnostics, to integrate new devices into Avricore’s HealthTab™ to expand its real-time data reporting system capabilities.

● Developing new pilot programs with national pharmacy chains,

● Continuing to negotiate new POC service integrations to expand the HealthTab™ testing menu.

● Refining HealthTab™’s de-centralized clinical trials capabilities to monetize de-identified data associated with high-value Real-World Evaluation (RWE).

● Moving forward with negotiations across several target demographics, domestically and internationally, with life-science companies, host-locations and Clinical Research Organizations (CRO).

HealthTab™ is a cloud-based network technology that enables the world’s first harmonized, real-time response system where consumers receive a finger-stick blood test at their local pharmacy via a web-enabled clinical grade blood chemistry analyzer. These results are available in 12 minutes. Consumers’ bio-markers, which include key results related to heart, liver and kidney function, are received via secure login which they can then use to better understand their health performance and share with their healthcare team for evidence-based decision making. This one-of-a-kind real-time reporting system opens the door to improved preventative healthcare in public and private health systems.

De-identified data collected, with consumer consent across the HealthTab™ network of analyzers, can be shared with life-science companies and other research entities including the clinical research industry. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. HealthTab™ presents a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and real-world evaluation clinical trials.

Between January and February 2020, the Deloitte Center for Health Solutions surveyed multiple leaders from 17 pharmaceutical companies on their organizations’ RWE capabilities. Survey questions revolved around current and future applications for RWE, areas of investment, strategic partnerships, and use of Real World Data (RWD) and RWE in R&D.

● Ninety-four percent of survey respondents believe using RWE in R&D will become important or very important to their organizations by 2022.

● Almost all companies expect to increase investments in talent, technology, and external partnerships to strengthen their RWE capabilities.

● Reduced clinical trial costs and trial failure rates using RWE in R&D

● Entered strategic partnerships to access new sources of RWD (in fact, all have taken this step)

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

The Company believes is very well positioned as a strategic partner and lead in this exciting growth sector. In addition, HealthTab™ is ideally situated to provide Real Time Real World Data (RTRWD). This is an important distinction from RWD because anonymized data can be transmitted in real time versus the lag that is accompanied with RWD that is gathered from clinical reporting systems, insurance claims and adverse event reporting systems.

Currently, HealthTab™ is available in certain Shoppers Drug Marts in Ontario and BC. The Company has secured commitments with other pharmacies in Canada to place additional HealthTab™ systems and is in negotiations with corporate chains. Furthermore, the Company expanded a partnership agreement with the Ontario Pharmacists Association (OPA) to endorse HealthTab™ to pharmacies conducting COVID-19 testing and government for real-time reporting of test results. The OPA is the largest pharmacists’ association in the country, with over 10,000 members and over 4,600 community pharmacy locations.

HealthTab™ is being embraced as it is the most credible way to deploy point-of-care testing in the pharmacy and community setting where it offers the reliability, accuracy and flexibility the sector needs. Avricore has enjoyed a robust response from a variety of key industry players including, CROs, labs, pharmacies and researchers and has been engaging in a variety of technical discussions which are anticipated to lead to business.

As conversations progress, the Company will be making announcements in due course.

Fully Integrated Patient Health Records

The Company has been in technical discussions on the integration of HealthTab™ into the electronic medical records and pharmacy management systems with a Canadian market leader in the provision of these systems.

HealthTab™’s API integration capabilities make it ideal to achieve an industry first, where a consumer’s test results can be directly linked to their patient health record, for real-time responses and smooth integration across the multiple platforms a health provider will use.

Community Pharmacy Sector

In an era of rapid change in health care delivery, community pharmacy practice models and community pharmacy business models are both experiencing significant evolution in focus and daunting challenges to be met. We strongly believe that Avricore is a game-changing catalyst for community pharmacy to meet their practice and business challenges and increasingly focus on patient-centred cognitive services with attendant point-of-care testing in the future. Avricore is focused on expanding and further deploying its HealthTab™ and to best meet the current community pharmacy sector’s needs.

5 | p a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

Selected Financial Information and Additional Disclosure

The following financial data for the three years is derived from the Annual Audited Consolidated Financial Statements and should be read in conjunction with the Consolidated Financial Statements.

	2021		2020		2019
Total revenue from continuing operations	$	122,808	$	33,030	$	33,000
Loss from operations of continuing operations	$	1,708,132	$	1,173,966	$	1,916,252
Loss from operations of discontinued operations	$	-	$	-	$	189,356
Loss per share – basic and diluted
Continuing operations	$	0.02	$	0.02	$	0.04
Discontinued operations	$	0.00	$	0.00	$	0.00
Total assets	$	2,281,393	$	440,090	$	208,399
Total current liabilities	$	84,477	$	1,154,131	$	673,850
Total non-current financial liabilities		Nil		Nil		Nil

QUARTERLY FINANCIAL INFORMATION

The following table highlights selected unaudited consolidated financial data for each of the eight most recent quarters that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the year ended December 31, 2021. These results are not necessarily indicative of results for any future period and you should not rely on these results to predict future performance.

Quarter Ended	Mar 2022			Dec 2021			Sep 2021			Jun 2021			Mar 2021			Dec 2020			Sep 2020			Jun 2020
	$			$			$			$			$			$			$			$
Revenue		42,736			35,190			75,104			4,939			7,575			8,082			8,082			8,482
Gross profit (loss)		15,113			9,317			20,555			(998	)		1,647			2,220			4,757			4,911
Share-based compensation		21,099			9,169			74,722			24,965			386,935			120,191			10,028			-
Comprehensive Loss		185,678			208,895			439,311			344,620			715,306			538,499			206,789			198,117
Net loss/Share		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.01	)		(0.00	)		(0.00	)		(0.00	)
Total Assets		2,122,816			2,281,393			2,517,569			2,541,099			2,740,053			440,090			355,808			532,086

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022

The Company incurred comprehensive loss of $185,678 for the three months ended March 31, 2022 (2021 - $715,306).

Significant changes are as follows:

● Revenue increased to $42,736 (2021 - $7,575) due to an increase in HealthTab™ systems deployed and tests sold. Gross profit amounted to $15,113 (2021 – gross profit of $1,647).

● Share-based compensation of $21,099 (2021 - $386,935) was recognized for stock options granted, vested, and repriced during the period.

● Consulting fees of $52,500 (2021 - $72,963) decreased due to decrease in consultant engagements for business development.

● Management fees of $37,500 (2021 - $92,500) decreased due to resignation of the former President and bonuses that were paid in 2021.

● Shareholder communications expense increased to $15,953 (2021 - $8,642) mainly due to implementation of shareholder communication and awareness programs.

● Finance cost of $nil (2021 - $38,438) includes interest and accretion expense on loans. The decrease is due to repayment of loans.

● General and administrative expenses decreased to $33,869 (2021 - $49,694) mainly to due to decrease in filing and registration fees as compared with previous period.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operations have been financed through the issuance of common shares. Management anticipates that additional financings or capital requirements to fund the current commercial operations and working capital will be required to grow the business to a sustainable level.

7 | p a g e

Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

Cash flows

	Three months ended March 31,
Sources and Uses of Cash:	2022		2021
	$		$
Cash used in operating activities		194,933		291,572
Cash used in investing activities		1,162		4,298
Cash provided by financing activities		24,000		2,569,972
Cash and Cash Equivalents, closing balance		1,840,840		2,576,817

There is an overall cash outflow of $172,155 for the three months ended March 31, 2022 compared to the inflow of $2,274,102 in comparable period in 2021.

Funding Requirements

Management devotes financial resources to the Company’s operations, sales and commercialization efforts, regulatory approvals and business development. The Company will require cash to support working capital.

The future funding requirements will depend on many factors including:

● the extent to which we will be commercially successful in launching HealthTab™,

● the size, cost and effectiveness of our sales and marketing programs, distribution and marketing arrangements,

● the ability of the Company to raise capital through the issuance of its securities.

As at March 31, 2022, the Company had a working capital of $1,940,371 (December 31, 2021 – $2,074,533). We believe that our cash on hand, the expected future cash inflows from revenues, net proceeds from the warrants exercised, if any, may be sufficient to finance our working capital within the next twelve months. If our existing cash resources together with the cash we generate from the sales of our products are insufficient to fund our working capital, operational needs, we may need to sell additional equity or debt securities or seek additional financing through other arrangements.

RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2022 and 2021, the Company recorded the following transactions with related parties:

a) $37,500 in management fees (2021 - $37,500) to the Chief Executive Officer of the Company along with a bonus award of $Nil (2021 - $35,000).

b) $Nil in management fees to the former President and Chief Executive Officer of the Company (2021 - $20,000).

c) $30,000 in professional fees (2021 - $30,000) to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $Nil (2021 - $30,000).

d) $30,000 in consulting fees (2021 - $30,000) to the Chief Technology Officer of the Company along with a bonus award $Nil (2021 - $35,000).

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

Related party transactions not otherwise described in the consolidated financial statements are shown below. The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, consist of the following:

	Three months ended March 31,
	2022		2021
	$		$
Consulting fees		30,000		65,000
Management fees		37,500		92,500
Professional fees		30,000		60,000
Share-based compensation		12,129		264,393
		109,629		481,893

There were no amounts due to related parties as at March 31, 2022 and December 31, 2021.

DISCLOSURE OF OUTSTANDING SHARE DATA

The following table summarizes the Company’s outstanding share capital as at report date:

Common Shares	97,695,264
Stock Options	6,600,052
Stock Warrants	2,507,066

COMMITMENTS AND AGREEMENTS

Loans payable

During the year ended December 31, 2020, the Company entered into a loan agreement with a third party for a secured loan in the amount of $1,000,000. The Loan was for a term of one year from the date of receipt of the funds, bore interest at a rate of 10% per annum and was secured with all of the present and after-acquired property of the Company. The loan was subject to an interest reserve of $100,000 held back from the loan advance. The Company paid a loan application fee in the amount of $30,000 and issued 3,480,000 bonus shares with a fair value of $52,500, which was recorded against the carrying value of the loan.

During the three months ended March 31, 2022, the Company recorded $Nil (2021 - $21,096) as interest expense and recorded $Nil (2021 - $17,342) as accretion expense on the loan which was been included in finance cost in the consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2021, the Company repaid the outstanding loan balance of $1,000,000 at the end of the term.

During the year ended December 31, 2020, the Company received a Canada Emergency Business Account loan of $40,000 to be repaid on or before December 31, 2025. The loan is interest-free until December 31, 2022. Thereafter, the outstanding loan balance will bear interest at the rate of 5% per annum.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Our consolidated financial statements are prepared in accordance with IFRS. These accounting principles require the Company’s management to make estimates, judgments and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes to the consolidated financial statements. The Company’s management reviews these estimates and underlying judgments on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the year in which the estimates are revised. Actual results may differ from these estimates under different assumptions or conditions. Significant areas requiring management estimates include accounting for amounts recorded in connection recoverability of inventories, reporting of revenue recognition, bad debt and doubtful accounts, income taxes, accounting for stock-based compensation expense, and commitments and contingencies.

The significant accounting policies that we believe are the most critical in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation and fair value measurements of financial instruments. These and other significant accounting policies are described more fully in Note 2 and 3 of our annual consolidated financial statements for the year ended December 31, 2021.

Revenue recognition

The Company’s revenues are generated from operating leases of the POC system and sale of testing panels. Revenue comprises the fair value of the consideration received or receivable and it is shown net of tax and discounts.

The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps:

● Identify the contract with a client;

● Identify the performance obligations in the contract;

● Determine the transaction price;

● Allocate the transaction price to the performance obligations; and

● Recognize revenue when, or as, the Company satisfies a performance obligation.

Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset. The Company’s arrangements with clients can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under IFRS 15, Revenue from Contracts with Customers.

The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices. The Company generally receives payment from its clients after invoicing within the normal 28-day commercial terms. If a client is specifically identified as a credit risk, recognition of revenue is stopped except to the extent of fees that have already been collected.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

Share-based payments

The Company operates an incentive share purchase option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Sharebased payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes option pricing model, which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

FINANCIAL INSTRUMENTS AND RISKS

Operational Risk Factors

Limited Operating History

There is no assurance that Avricore will earn profits in the future, or that profitability will be sustained. Operating in the pharmaceutical and biotechnology industry requires substantial financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue AVRICORE business development and marketing activities. In case AVRICORE does not have sufficient capital to fund its operations, the management may be required to restructure the operations.

Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal course of business. The Company has always experienced operating losses and negative operating cash flows. Operations have been funded by the issuance of share capital. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

Development of Technological Capabilities

The market for Avricore’s products is characterized by changing technology and continuing process development. The future success of Company’s business will depend in large part upon our ability to maintain and enhance the Company’s technological capabilities, develop and market products and services which meet changing customer needs and successfully anticipate or respond to technological changes on a cost effective and timely basis. Although we believe that Company’s operations provide the products and services currently required by our customers, there can be no assurance that the Company’s process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render Avricore’s products or services uncompetitive. If Avricore needs new technologies and equipment to remain competitive, the development, acquisition and implementation of those technologies and equipment may require us to make significant capital investments.

Dependence on Key Personnel

We are dependent to a large extent upon the continued services of our senior management team and other key employees such as sales and technical personnel. There is intense competition for skilled employees and our failure to recruit, train and retain such employees could have an adverse effect on our business, financial condition or operating results.

Financial Instruments and Risk Management

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans payable. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has implemented and monitors compliance with risk management policies.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held through a large Canadian financial institution. The cash equivalent is composed of a guaranteed investment certificate and is issued by a Canadian bank with high investment-grade ratings. The Company does not have financial assets that are invested in asset-backed commercial paper.

The Company performs ongoing credit evaluations of its accounts receivable but does not require collateral. The Company establishes an allowance for doubtful accounts based on the credit risk applicable to particular customers and historical data. Approximately 74% of trade receivables are due from one customer at March 31, 2022 (December 31, 2021 – 76% from one customer).

Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation.

Due to the ongoing COVID-19 pandemic, liquidity risk has been assessed as high. The Company monitors its spending plans, repayment obligations and cash resources, and takes actions with the objective of ensuring that there is sufficient capital in order to meet short-term business requirements. To facilitate its expenditure program, the Company raises funds primarily through public equity financing. The Company anticipates it will have adequate liquidity to fund its financial liabilities through future equity contributions, however, there can be no guarantees that sufficient funds will be raised. As at March 31, 2022, the Company’s liabilities were comprised of accounts payable and accrued liabilities, and loans payable of $62,479 (2021 - $84,477).

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Avricore Health Inc.

Management’s Discussion and Analysis

as of May 27, 2022

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As all of the Company’s purchases and sales are denominated in Canadian dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.

Interest rate risk

Interest rate risk is the risk that fair values or future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company’s policy is to invest cash at floating interest rates and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company is not exposed to significant interest rate risk.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements, which would require disclosure.

CONTACT

Officers and Directors Hector Bremner, CEO, Director Kiki Smith, CFO David Hall, Chairman Rodger Seccombe, CTO, Director Alan Amstein, Director David Farnfield, Director Dr. Robert Sindelar, Director Contact   Avricore Health Inc. Suite 1120, 789 West Pender St. Vancouver, BC V6C 1H2 Tel: 604 773-8943

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EX-5

Exhibit 5

AVRICORE HEALTH INC.

NOTICE OF MEETING

May 20, 2022

To: All Canadian Securities Regulatory Authorities

Re:	Avricore Health Inc. (the “Company”)
	Annual General & Special Meeting of Shareholders

In connection with section 2.2 of National Instrument 54-101, we wish to advise you of the following information with respect to the Company’s upcoming Meeting of shareholders:

Issuer:	AVRICORE HEALTH INC.
Meeting Type:	Annual General & Special Meeting
ISIN:	CA0545211090
CUSIP:	054521109
Meeting Date:	Thursday, July 21, 2022
Record date for Notice:	Thursday, June 16, 2022
Record date for Voting:	Thursday, June 16, 2022
Beneficial Ownership Determination Date:	Thursday, June 16, 2022
Class of securities entitled to receive notice:	COMMON SHARES
Class of securities entitled to vote:	COMMON SHARES
Issuer sending proxy related materials directly to NOBO:	Yes
Issuer paying for delivery to OBO:	No
Meeting location	Vancouver, BC

Suite 1120 - 789 West Pender Street, Vancouver, BC V6C 1112
Tel: (778)968-1176

Notice and Access (NAA) Requirements:

NAA for Beneficial Holders	No
Beneficial Holders Stratification Criteria:
Number of shares greater than:	n/a
Holder Consent Type(s):	n/a
Holder Provinces-Territories:	n/a
NAA for Registered Holders	No
Registered Holders Stratification Criteria:
Number of shares greater than:	n/a
Holder Provinces-Territories:	n/a

Yours truly,

“Kiriaki Smith”

Kiriaki Smith

CFO & Corporate Secretary

cc: Alberta Securities Commission	cc: P.E.I. Securities Commission
cc: Manitoba Securities Commission	cc: Quebec Securities Commission
cc: New Brunswick Securities Commission	cc: Saskatchewan Securities Commission
cc: Nova Scotia Securities Commission	cc: Registrar of Securities — Northwest Territories
cc: Ontario Securities Commission	cc: Registrar of Securities — Yukon Territories
cc: Nunavut Securities Commission	cc: TSX Venture Exchange
cc: Newfoundland Securities Commission	cc: CDS Inc.

Suite 1120 - 789 West Pender Street, Vancouver, BC V6C 1112
Tel: (778)968-1176