6-K - AVCRF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: May 2021

Commission File Number: 000-51848

Avricore Health Inc. (Exact name of registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

3500 – 1055 Dunsmuir Street PO Box 49114 Vancouver BC V7X1H7

(Address of principal executive office)

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

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes o No x

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes o No x

Indicate by check mark whether the registrant by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes o No x

Exhibits

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

Exhibit No.	Description	Date filed on SEDAR
99.1	News Release, Avricore Health’s Healthtab ^TM^ Signs Distribution Agreement to Expand Pharmacy Network and Test Offering	May 31, 2021
99.2	Interim Financial Stateme nts for the period ended March 31, 2021 and 2020	May 31, 2021
99.3	Management’s Discussion and Anal ysis for the period ended March 31, 2021	May 31, 2021
99.4	CEO Certification	May 31, 2021
99.5	CFO Certification	May 31, 2021

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.

Dated: July 8, 2021	AVRICORE HEALTH INC.
	By: /s/ Kiki Smith
	Kiki Smith
	Chief Financial Officer

2 Exhibit 99.1

Exhibit 99.1

AVRICORE HEALTH ’S HEALTHTAB™ SIGNS DISTRIBUTION AGREEMENT TO EXPAND PHARMACY NETWORK AND TEST OFFERING

VANCOUVER, BC– (GLOBE NEWSWIRE)–May 31, 2021– Avricore Health Inc. (TSXV: AVCR, OTC: AVCRF) (“Avricore Health” or the “Company”) is pleased to announce the signing of a supplier distribution agreement between HealthTab™ Inc., a wholly owned subsidiary, and Abbott, the global healthcare company and diagnostics leader, in Canada.

This agreement allows the Company to distribute in Canada Abbott’s Afinion™ 2 and associated tests for diabetes and heart-disease screening in community pharmacies, including HbA1c testing, a critical marker for the screening and management of diabetes.

“Diabetes affects millions of Canadians and early detection is key to avoiding the most serious of impacts of the disease,” said Hector Bremner, CEO of Avricore Health. “We’re excited to expand our testing capabilities to offer more ways to screen and manage diabetes in community pharmacy.”

HealthTab™ **** continues its work in adding more tests and instruments to the platform, expanding its offering to enhance community pharmacies capabilities with respect to point-of-care testing.

Facts About Diabetes in Canada

According to Diabetes Canada, nearly 30% of Canadians live with diabetes or prediabetes with many undiagnosed. The disease is believed to reduce lifespan by up to 15 years in those affected by significantly contributing to heart attack and stroke risk, as well as other serious chronic disease. Learn more about diabetes in Canada here.

About HealthTab™ + RASTR

HealthTab™ **** is a proven point-of-care screening system, designed to support pharmacists evolving role. The system empowers patients to be proactive about their health by directly measuring and monitoring key safety tests and biomarkers of chronic disease. The HealthTabÔ test is simple, fast, lab-accurate, and requires just a few drops of blood from a finger stick. Results can be printed in-store or accessed securely online.

As part of this direction for HealthTabÔ, the Company developed a revolutionary model for utilizing the system’s unique ability to offer real-time evaluations of treated populations and even real-world evaluation clinical trials.

The name for this approach is Rapid Access Safety Test Reporting, or RASTR Network, whereby the network of HealthTabÔ systems feedback de-identified data through to electronic health records and data management systems via its API capabilities. This is the first platform of harmonized analyzers, with fully integrated data-flow, for blood chemistry results to be sent to

consumers, their healthcare teams and sponsors; such as researchers, insurance providers and the life-science sector.

The significance of this approach to the market is the enhanced access to screening and early detection of disease, better data for physicians and pharmacists to support their patients, plus new opportunities to conduct research and ensure patient safety.

About Avricore Health Inc.

Avricore Health Inc. is committed to becoming a health innovator and applying technologies at the forefront of science to core health issues at the community pharmacy level. The Company's goal is to empower consumers, patients and pharmacists with innovative technology, products, services and information to monitor and optimize health. www.avricorehealth.com

Contact:

Avricore Health Inc.

Hector Bremner, CEO 604-773-8943

info@avricorehealth.com

www.avricorehealth.com

Cautionary Note Regarding Forward-Looking Statements

Information in this press release that involves Avricore Health's expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Avricore Health generally uses words such as "outlook," "will," "could," "would," "might," "remains," "to be," "plans," "believes," "may," "expects," "intends," "anticipates," "estimate," "future," "positioned," "potential," "project," "remain," "scheduled," "set to," "subject to," "upcoming," and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the completion of the placement and the expected timing thereof and the Company's expected use of proceeds from the placement; the unique features that the HealthTab™ platform offers to pharmacists and patients. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of Avricore Health's management. The forward-looking statements in this press release are based upon information available to Avricore Health as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Avricore Health and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in Avricore's public filings. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy.

Exhibit 99.2

Avricore Health Inc.

Condensed Interim Consolidated Financial Statements

(Unaudited)

(Expressed in Canadian Dollars)

For the three months ended March 31, 2021 and 2020

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, 2021 and 2020.

Avricore Health Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at,

	Note	Unaudited<br><br><br>March 31, 2021	Audited<br><br><br>December 31, 2020
		$	$
ASSETS
Current Assets
Cash and cash equivalents		2,576,817	302,715
Accounts receivable	5	21,978	11,928
Prepaid expenses and deposits	6	137,253	125,444
		2,736,048	440,087
Equipment	8	4,002	-
Intangible assets	9	3	3
Total Assets		2,740,053	440,090
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	10 & 16	172,493	152,569
Loans payable	12	40,000	1,001,562
		212,493	1,154,131
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital	13	25,852,977	22,286,852
Shares subscribed		-	10,000
Reserves	13	5,897,874	5,497,092
Deficit		(29,223,291)	(28,507,985)
		2,527,560	(714,041)
Total Liabilities and Shareholders’ Equity (Deficiency)		2,740,053	440,090

Nature of operations and going concern (Note 1)

Subsequent events (Note 21)

Approved and authorized on behalf of the Board of Directors on May 31, 2021.

**** **** “ Hector Bremner ” **** **** “ David Hall ” ****

Hector Bremner, DirectorDavid Hall, Chairman

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

Avricore Health Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

	Note	2021	2020
		$	$
Revenue		7,575	8,384
Cost of sales		5,928	2,792
Gross profit		1,647	5,592
Expenses
Amortization	8	296	-
Consulting	16	72,963	48,750
General and administrative	15	49,694	36,244
Management Fees	16	92,500	67,500
Marketing and communications	14	8,642	24,213
Professional fees	16	67,485	37,892
Share-based compensation	16	386,935	-
		678,515	214,599
Other income (expense)
Finance costs	12	(38,438)	(21,554)
Net loss and comprehensive loss for the period		(715,306)	(230,561)
Basic and Diluted Loss Per Share		(0.01)	(0.00)
Weighted Average Number of Common Shares Outstanding		83,099,202	54,238,773

Segmented information (Note 18)

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

Avricore Health Inc.

Condensed Interim Consolidated Statements of Changes in Equity (Deficiency)

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

	Number<br><br><br>of Shares	Share<br><br><br>Capital	Shares to be Issued	Shares<br><br><br>Subscribed	Warrant<br><br><br>Reserve	Option<br><br><br>Reserve	Deficit	Total
		$	$	$	$	$	$	$
Balance, December 31, 2019	52,472,619	21,400,106	100,000	10,000	904,698	4,453,764	(27,334,019)	(465,451)
Bonus shares for loan	3,480,000	52,200	-	-	-	-	-	52,200
Acquisition of HealthTab Inc.	2,000,000	100,000	(100,000)	-	-	-	-	-
Net loss	-	-	-	-	-	-	(230,561)	(230,561)
Balance, March 31, 2020	57,952,619	21,552,306	-	10,000	904,698	4,453,764	(27,564,580)	(643,812)
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 stock 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	-	-	-	-	-	-	(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

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

Avricore Health Inc.

Condensed Interim Consolidated Statements of Cash Flows

For the three months ended March 31, 2021 and 2020

( Unaudited - Expressed i n Canadian Dollars)

	2021	2020
	$	$
Operating Activities
Net loss	(715,306)	(230,561)
Adjustment for non-cash items:
Amortization	296	-
Finance cost	38,438	7,215
Share-based payments	386,935	-
Change in working capital items:
Accounts receivable	(10,050)	158
Prepaid expenses and deposits	(11,809)	17,583
Accounts payable and accrued liabilities	19,924	(225,876)
Net cash used in operating activities	(291,572)	(431,481)
Investing Activities
Purchase of equipment	(4,298)	-
Net cash used in investing activities	(4,298)	-
Financing Activities
Proceeds from issuance of shares, net	2,404,000	-
Proceeds from exercise of warrants	1,225,112	-
Proceeds from exercise of stock options	38,550	-
Share issuance costs	(97,690)	-
Loan repaid	(1,000,000)	-
Loan proceeds	-	900,000
Finance cost	-	(30,000)
Lease payments	-	(13,696)
Net cash provided by financing activities	2,569,972	856,304
Increase (decrease) in Cash and Cash Equivalents	2,274,102	424,823
Cash and Cash Equivalents, Beginning of Period	302,715	13,799
Cash and Cash Equivalents, End of Period	2,576,817	438,622
Cash and Cash Equivalents Consist of:
Cash	2,566,817	438,622
Guaranteed investment certificates	10,000	-
Cash and Cash Equivalents	2,576,817	438,622

Supplemental cash flow information (Note 19)

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

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(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, 2021	December 31, 2020
	$	$
Deficit	(29,223,291)	(28,507,985)
Working capital (deficiency)	2,523,555	(714,044)

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, 2021 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, 2020. 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, 2020.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

b)Basis of preparation (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, 2020 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.

**c)**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 subsidiaries, Vanc Marine Pharmaceuticals Inc. and 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:

Inventory valuation

The Company estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by regulatory changes or other market-driven changes that may reduce future selling prices. In determining net realizable value, the Company considers such factors as turnover, historical experience, expiry dates and shelf life of the products. A change to these assumptions could impact the Company’s inventory valuation and gross margin. The Company attempts to sell products with short shelf life with significant rebates. Any unsold products with short shelf life and expired products are written-off.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**3.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 stated above for Revenue Recognition 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 tax assets

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.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**4.**ACQUISITION OF HEALTHTAB INC.

On December 28, 2017, the Company completed the acquisition of all the common shares of HealthTab Inc. (“HealthTab”). HealthTab’s primary asset is intellectual property and certain trademarks and web domains related to the design of the HealthTab system, being a lab-accurate, point of care testing platform. Under the share purchase agreement, the consideration paid by the Company is as follows:

·Cash payment of $100,000 upon signing of the share purchase agreement (paid);

·Cash payment of $100,000 in six equal monthly instalments after the closing date (paid);

·Issue 880,000 common shares no later than 125 days after the closing date (issued);

·Issue 880,000 common shares no later than 245 days after the closing date (issued);

·Issue 906,667 common shares no later than 365 days after the closing date (issued);

·Issue common shares equal to the higher of $100,000 or 5% of net sales related to HealthTab for the year ended December 2018 by January 31, 2019 (issued); and

·Issue common shares equal to the higher of $100,000 or 5% of net sales related to HealthTab for the year ended December 2019 by January 31, 2020 (issued)

This acquisition has been accounted for as an acquisition of assets and liabilities as HealthTab did not meet the definition of a business under IFRS 3, Business Combinations.

**5.**ACCOUNTS RECEIVABLE

The Company’s accounts receivable consists of the following:

	March 31, 2021	December 31, 2020
	$	$
Trade receivables	9,388	9,800
GST receivable	12,590	2,128
	21,978	11,928

**6.**PREPAID EXPENSES AND DEPOSITS

The balance consists of prepaid expenses to vendors of $125,253 (December 31, 2020 - $103,967), prepaid business insurance of $nil (December 31, 2020 - $9,477) and security deposits of $12,000 (December 31, 2020 - $12,000).

**7.**INVENTORIES

During the year ended December 31, 2020, the Company recorded an inventory write-down of $180,432 related to hand sanitizers purchased during the year.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**8.**EQUIPMENT

	Equipment
	$
Cost
Balance, December 31, 2019 and 2020	-
Additions	4,298
Balance, March 31, 2021	4,298
Accumulated Amortization
Balance, December 31, 2019 and 2020	-
Amortization	296
Balance, March 31, 2021	296
Carrying value
As at December 31, 2020	-
As at March 31, 2021	4,002

**9.**INTANGIBLE ASSETS

	HealthTab	Corozon	Emerald	Total
	$	$	$	$
Carrying value
As at December 31, 2020 and<br><br><br>March 31, 2021	1	1	1	3

**10.**ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	March 31, 2021	December 31, 2020
	$	$
Trade accounts payable	172,493	126,569
Accrued liabilities	-	26,000
	172,493	152,569

**11.**LEASE LIABILITIES

	$
Balance, December 31, 2019	21,390
Finance cost	726
Lease payments	(22,116)
Balance, December 31, 2020 and March 31, 2021	-

During the year ended December 31, 2020, the Company terminated its lease agreement for its office premise. Pursuant to the cancelation, the Company forfeited its deposit of $8,420 and paid the outstanding rent for the months of January to March, 2020.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**12.**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, 2021, the Company recorded $21,096 (2020 - $3,562) as interest expense and recorded $17,342 (2020 - $2,927) 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 period ended March 31, 2021, the Company repaid the loan 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. **13.**SHARE CAPITAL

Authorized share capital

Authorized: Unlimited number of common shares without par value.

Issued share capital

During the period ended March 31, 2021:

The Company issued 7,201,160 common shares upon exercise of warrants for gross proceeds of $1,225,112.

The Company issued 540,000 common shares upon exercise of stock options for gross proceeds of $38,550.

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.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**13.**SHARE CAPITAL (continued)

During the year ended December 31, 2020:

The Company closed a tranche of a non-brokered private placement and issued 6,260,000 units at a price of $0.10 per unit for gross proceeds of $626,000. 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 paid finder’s fee totaling $22,500 and issued 225,000 finder’s warrants valued at $9,833. The Company’s directors and officers participated in the private placement.

The Company issued 5,477,965 common shares in exchange for services received and to settle accounts payables of $136,949. An aggregate of 1,900,000 shares were issued in settlement of $47,500 in amounts owing to certain directors and officers of the Company. The common shares issued to the related parties are subject to a four month plus one day hold period.

The Company issued 105,000 common shares pursuant to the exercise of stock options for gross proceeds of $5,250. $1,422 was reclassified from reserves to share capital on exercise of the options.

The Company issued 2,000,000 common shares valued at $100,000 related to the acquisition of HealthTab (see Note 4).

The Company issued 3,480,000 common shares valued at $52,200 as bonus shares pursuant to a loan agreement (see Note 12).

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, 2021		Year ended December 31, 2020
	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
Beginning Balance	6,706,072	$0.08	5,241,072	$0.13
Options granted	1,950,000	$0.245	1,730,000	$0.08
Expired/Cancelled	-	-	(160,000)	$0.07
Exercised	(540,000)	$0.07	(105,000)	$0.05
Ending Balance	8,116,072	$0.12	6,706,072	$0.08
Exercisable	7,916,072	$0.11	6,706,072	$0.08

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**13.**SHARE CAPITAL (continued)

Stock options (continued)

The following table summarizes information about stock options outstanding and exercisable as at March 31, 2021:

Exercise Price	Expiry date	Options
		Outstanding	Exercisable
$0.10 ^(1)^	July 20, 2022	150,000	150,000
$0.10 ^(1)^	September 27, 2022	150,000	150,000
$0.10 ^(1)^	November 20, 2022	150,000	150,000
$0.10 ^(2)^	December 8, 2022	1,151,072	1,151,072
$0.10 ^(3)^	March 27, 2023	200,000	200,000
$0.10 ^(4)^	April 11, 2023	150,000	150,000
$0.075	January 24, 2024	280,000	280,000
$0.08	February 28, 2024	140,000	140,000
$0.06	April 1, 2024	575,000	575,000
$0.05	October 1, 2024	1,630,000	1,630,000
$0.08	November 18, 2025	880,000	880,000
$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	1,600,000
		8,116,072	7,916,072

^(1)^Options repriced from $0.15 to $0.10 during the year ended December 31, 2020

^(2)^Options repriced from $0.28 to $0.10 during the year ended December 31, 2020

^(3)^Options repriced from $0.24 to $0.10 during the year ended December 31, 2020

^(4)^Options repriced from $0.21 to $0.10 during the year ended December 31, 2020

The weighted average remaining life of the stock options outstanding at March 31, 2021 is 3.59 years.

Share-based compensation

Share-based compensation of $386,935 was recognized during the three months ended March 31, 2021 (2020 - $nil) for stock options granted, vested, and repriced during the period. 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:

	2021	2020
Expected life	5 years	2 – 5 years
Volatility	134% - 146%	141% - 180%
Dividend yield	0%	0%
Risk-free interest rate	0.41% - 0.99%	0.23% - 0.47%

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.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**13.**SHARE CAPITAL (continued)

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, 2021		Year ended December 31, 2020
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
Beginning Balance	18,743,226	$0.16	20,704,664	$0.24
Warrants issued	16,274,000	$0.22	6,485,000	$0.15
Warrants exercised	(7,201,160)	$0.17	-	-
Warrants expired	-	-	(8,446,438)	$0.33
Outstanding	27,816,066	$0.19	18,743,226	$0.16

The following table summarizes information about warrants outstanding and exercisable as at March 31, 2021:

Exercise Price	Expiry date	Warrants Outstanding
$0.15	August 13, 2021	3,110,000
$0.15	November 13, 2021	2,865,000
$0.15	November 19, 2021	3,060,000
$0.20	June 26, 2022	993,666
$0.20	August 3, 2022	742,667
$0.20	November 27, 2022	770,733
$0.15	January 28, 2022	9,018,000
$0.15	February 12, 2022	7,256,000
		27,816,066

The weighted average remaining life of the warrants outstanding at March 31, 2021 is 0.80 years.

**14.**MARKETING AND COMMUNICATIONS EXPENSES

	Three months ended March 31,
	2021	2020
	$	$
Marketing	-	741
Shareholder communications	8,642	23,472
	8,642	24,213

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**15.**GENERAL AND ADMINISTRATIVE EXPENSES

	Three months ended March 31,
	2021	2020
	$	$
Bank service charges	2,295	1,061
Filing and registration fees	25,343	17,497
Foreign exchange	(750)	2,200
Insurance	11,747	6,049
Investor relations	1,667	1,265
Office maintenance	7,501	4,610
Rent	1,410	10
Travel	481	3,552
	49,694	36,244

**16.**RELATED PARTY TRANSACTIONS For the three months ended March 31, 2021 and 2020, the Company recorded the following transactions with related parties:

a)$37,500 in management fees (2020 - $37,500) to the Chief Executive Officer of the Company along with a bonus award $35,000 (2020 - $nil). b)$20,000 in management fees to the former President and Chief Executive Officer of the Company (2020 - $30,000).

c)$30,000 in professional fees (2020 - $30,000) to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $30,000 (2020 - $nil).

d)$30,000 in consulting fees (2020 - $30,000) to the Chief Technology Officer of the Company along with a bonus award $35,000 (2020 - $nil).

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,
	2021	2020
	$	$
Consulting fees	65,000	30,000
Management fees	92,500	67,500
Professional fees	60,000	30,000
Share-based compensation	264,393	-
	481,893	127,500

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**16.**RELATED PARTY TRANSACTIONS (continued)

The following amounts due to related parties were included in accounts payable and accrued liabilities as at:

Due to	March 31,<br><br><br>2021	December 31,<br><br><br>2020
	$	$
Chief Executive Officer	6,250	-
Total	6,250	-

At March 31, 2021, included in prepaid expenses is $5,250 paid to a company controlled by the CFO of the Company.

**17.**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, 2021.

**18.**SEGMENTED INFORMATION

At March 31, 2021 and December 31, 2020, the Company has only one segment, being the HealthTab - Point of Care Business in Canada.

**19.**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.

During the three months ended March 31, 2020, the Company:

Issued in total 2,000,000 common shares valued at $100,000 related to the acquisition of HealthTab (see Notes 4 and 13).
Issued in total 3,480,000 common shares valued at $52,200 as bonus shares under a loan agreement (see Notes 12).

**20.**FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, loans payable and lease liabilities. 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.

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

**20.**FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

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 condensed interim 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 45% of trade receivables are due from one customer at March 31, 2021 (December 31, 2020 – 45% 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, 2021, the Company’s liabilities were comprised of accounts payable and accrued liabilities, and loans payable of $212,493 (December 31, 2020 - $1,154,131).

**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

Avricore Health Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Unaudited - Expressed in Canadian Dollars)

dollars, and it has no significant cash balances denominated in foreign currencies, the Company is not exposed to foreign currency risk at this time.

**20.**FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

**c)**Market risk (continued)

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. The Company’s loans payable bear fixed interest rate.

**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.

**21.**SUBSEQUENT EVENTS

a)The Company issued 100,000 common shares upon exercise of warrants for gross proceeds of $15,000.

b)The Company issued 600,000 common shares upon exercise of stock options for gross proceeds of $35,500.

18 Exhibit 99.3

Exhibit 99.3

Avricore Health Inc.

Management's Discussion & Analysis For the three months ended March 31, 2021

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

This Management Discussion and Analysis ("MD&A") of Avricore Health Inc. ("AVRICORE", the "Company", "we", "us" or "our") for the three months ended March 31, 2021 is prepared as of May 31, 2021. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2021 and the audited consolidated financial statements for the year ended December 31, 2020 and the related notes thereto.

Our 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 period ended March 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 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

OVERVIEW

Avricore Health Inc. is focused on it’s revolutionary point-of-care-technology, HealthTab™ + RASTR Network, to conduct real-world evaluations on treated populations. HealthTab™ is an empowering new way to measure, monitor and improve consumers’ health. Avricore capitalizes on technological advancements and consumer health trends, offering consumers and health providers the ability to take control of health spending and outcomes. The Company has made significant progress in its transition into a world leader in providing life-saving screening tests for consumers and critically valuable real-world evaluation data for drug makers.

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™ + RASTR NETWORK – KEY DEVELOPMENTS

Key developments have included:

·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.

·Expanding partnership with Ontario Pharmacists Association (OPA) to promote HealthTab™ to pharmacies conducting COVID-19 testing and government for real-time reporting of test results.

·Developing new pharmacy partner locations with Shoppers Drug Mart.

·Developing new pilot programs with national pharmacy chains,

·Advancing discussions with lab service providers,

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

·Refining the Rapid Access Safety Test Response (RASTR) Network to monetize de-identified data associated with high-value Real-World Evaluation (RWE) clinical trials.

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

3 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

RASTR, Rapid Access Safety Test Reporting, 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 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 be used 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 RASTR Network of analyzers, can be shared with life-science companies and other research entities. The traditional clinical trial approach can be limited in the scope of time, demographical outreach, and other inherent exclusionary attributes. RASTR 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 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)

The Company believes HealthTab™ + RASTR is very well positioned as a strategic partner and lead in this exciting growth sector.

Currently, HealthTab™ is available in certain Shoppers Drug Marts in the Greater Toronto Area. 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.

The Company has partnered with established laboratory service providers in offering its point-of-care testing as part of their overall menu. HealthTab™ + RASTR 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 these conversations progress, the Company will be making announcements in due course.

4 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

Life-Science Approach

Avricore believes that Clinical Research Organizations (CROs) are an excellent area of growth. The Company is in late discussions with CLINART, a large Dubai based CRO, to take HealthTab™ + RASTR Network to 15 countries in the Middle-East North-Africa (MENA) region. This opportunity would see the Company supporting CLINART with the clinical research and market development studies they conduct with the world’s largest drug-makers and NGO’s. Our RASTR discussions also include a large US based CRO. The Company has also initiated discussions with four leading international drug makers, as well as research entities in North America, the UK, EU and Middle East. As business normalizes in the context of COVID-19 the Company expects to move forward with these discussions.

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™ + RASTR Network’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.

SIGNIFICANT EVENTS AND TRANSACTIONS

Significant events and transactions during the period ended March 31, 2021 and to the date of this MD&A include the following:

·The Company repaid the $1,000,000 secured loan from a third party at the end of the term.

·The Company issued 7,301,160 common shares upon exercise of warrants for gross proceeds of $1,240,112.

·The Company issued 1,140,000 common shares upon exercise of stock options for gross proceeds of $74,050.

·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 paid finder’s fee totaling $56,320 and issued 256,000 finder’s warrants. The Company’s directors and officers participated in the private placement.

5 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

·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 paid finder’s fee totaling $27,800 and issued 278,000 finder’s warrants. The Company’s directors and officers participated in the private placement.

·On March 22, 2021, the Company granted 1,800,000 stock options to the directors, officers and consultants of the Company at an exercise price of $0.25 per common share. The stock options are exercisable for a period of 5 years. 200,000 consultant options vest 50% after six months with the balance vesting quarterly thereafter. The remaining options vest on the date of grant. SELECTED FINANCIAL INFORMATION AND ADDITIONAL DISCLOSURE The following financial data for the three years is derived from the Annual Audited Financial Statements and should be read in conjunction with the Financial Statements.

	2020	2019	2018
Total revenue from continuing operations	$33,030	$33,000	$15,395
Loss from operations of continuing operations	$1,173,966	$1,916,252	$3,458,141
Loss from operations of discontinued operations	$-	$189,356	$678,661
Loss per share – basic and diluted<br><br><br>Continuing operations	$0.02	$0.04	$0.10
Discontinued operations	$0.00	$0.00	$0.02
Total assets	$440,090	$208,399	$1,200,205
Total current liabilities	$1,154,131	$673,850	$314,239
Total non-current financial liabilities	Nil	Nil	Nil

6 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

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, 2020. 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 2021	Dec 2020	Sep 2020	Jun 2020	Mar 2020	Dec 2019	Sep 2019	Jun 2019
	$	$	$	$	$	$	$	$
Revenue from continuing operations	7,575	8,082	8,082	8,482	8,384	8,324	11,083	7,556
Gross profit (loss) from continuing operations	1,647	2,220	4,757	4,911	5,592	1,308	7,103	3,270
Share-based <br>compensation	386,935	120,191	10,028	-	-	27,896	-	29,621
Comprehensive Loss	715,306	538,499	206,789	198,117	230,561	305,760	683,428	531,287
Loss/Share - continuing and discontinued operations	(0.01)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.02)	(0.01)
Total Assets	2,740,053	440,090	355,808	532,086	607,061	208,399	410,959	649,308

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021

The Company incurred comprehensive loss of $715,306 for the three months ended March 31, 2021 (2020 - $230,561).

Significant changes are as follows:

·Share-based compensation of $386,935 (2020 - $nil) was recognized for stock options granted, vested, and repriced during the period.

·Consulting fees of $72,963 (2020 - $48,750) increased due to the bonus awarded to the CTO.

·Management fees of $92,500 (2020 - $67,500) increased due to the bonus awarded to the CEO.

·Professional fees of $67,485 (2020 - $37,892) increased due to the bonus awarded to the CFO.

·Marketing and communications expenses decreased to $8,642 (2020 - $24,213).

·Finance cost of $38,438 (2020 - $21,554) includes interest and accretion expense on loans.

7 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

·General and administrative expenses increased to $49,694 (2020 - $36,244) mainly to due to increases in insurance expense and filing fees.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations have been financed through the issuance of common shares. Management anticipate 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.

Cash flows

Sources and Uses of Cash:	Three months ended March 31,
	2021	2020
	$	$
Cash used in operating activities	(291,572)	(431,481)
Cash used in investing activities	(4,298)	-
Cash provided by financing activities	2,569,972	856,304
Cash and Cash Equivalents, closing balance	2,576,817	438,622

There is an overall cash inflow of $2,274,102 for the period ended March 31, 2021 compared to $424,823 in comparable period in 2020.

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™ and RASTR,

·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, 2021, the Company had a working capital of $2,523,555 (December 31, 2020 – deficit of $714,044). We believe that our cash on hand, the expected future cash inflows from revenues, net proceeds from the warrants exercised, if any, may not 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.

8 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2021 and 2020, the Company recorded the following transactions with related parties:

a)$37,500 in management fees (2020 - $37,500) to the Chief Executive Officer of the Company along with a bonus award $35,000 (2020 - $nil).

b)$20,000 in management fees to the former President and Chief Executive Officer of the Company (2020 - $30,000).

c)$30,000 in professional fees (2020 - $30,000) to a company controlled by the Chief Financial Officer of the Company along with a bonus award of $30,000 (2020 - $nil).

d)$30,000 in consulting fees (2020 - $30,000) to the Chief Technology Officer of the Company along with a bonus award $35,000 (2020 - $nil).

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,
	2021	2020
	$	$
Professional fees	65,000	30,000
Management fees	92,500	67,500
Consulting fees	60,000	30,000
Share-based compensation	264,393	-
	481,893	127,500

As at March 31, 2021 the following amounts due to related parties were included in accounts payable and accrued liabilities.

Due to	March 31,<br><br><br>2021	December 31,<br><br><br>2020
	$	$
Chief Executive Officer	6,250	-
Total	6,250	-

At March 31, 2021, included in prepaid expenses is $5,250 paid to a company controlled by the CFO of the Company.

SUBSEQUENT EVENTS

a)The Company issued 100,000 common shares upon exercise of warrants for gross proceeds of $15,000.

d)The Company issued 600,000 common shares upon exercise of stock options for gross proceeds of $35,500.

9 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

DISCLOSURE OF OUTSTANDING SHARE DATA ****

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

Common Shares	93,979,744
Stock Options	7,516,072
Stock Warrants	27,716,066

COMMITMENTS AND AGREEMENTS

Loans payable

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.

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, 2020.

10 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

Inventory valuation

Revenue recognition

The Company recognizes revenue to depict the transfer of promised 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. Judgment may be required when allocating revenue or discounts on sales amongst the various elements in a sale involving multiple deliverables.

Share-based payments

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.

11 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

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.

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, accrued liabilities and asset acquisition liability. 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.

12 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

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.

Approximately 45% of trade receivables are due from one customer at March 31, 2021 (December 31, 2020 — 45% from one customer).

As at March 31, 2021 and December 31, 2020, the allowance for doubtful accounts receivable was $nil.

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.

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. As at March 31, 2021, the Company’s financial liabilities were comprised of accounts payable and accrued liabilities, deferred revenue, and loans payable of $212,493 (December 31, 2020 - $1,154,131).

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.

13 | Page

Avricore Health Inc.

Management's Discussion and Analysis

as of May 31, 2021

CONTACT

Officers and Directors <br>Hector Bremner, CEO, Director<br><br><br>Kiki Smith, CFO <br>David Hall, Chairman<br><br><br>Rodger Seccombe, CTO, Director <br>Alan Amstein, Director <br>David Farnfield, Director<br><br><br>Dr. Robert Sindelar, Director	Contact<br><br><br>Avricore Health Inc.<br><br><br>PO BOX 49114<br><br><br>Suite 3500, 1055 Dunsmuir St.<br><br><br>Vancouver, BC V7X 1H7<br><br><br>Tel: 604 773-8943

14 | Page Exhibit 99.4

Exhibit 99.4

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, 2021*.*

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.
**** 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 31, 2021

“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.

Exhibit 99.5

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

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

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.
**** 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 31, 2021

“Kiki Smith”

___________________

Kiki Smith, CFO

NOTE TO READER

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.