UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 ~~August~~November, 2019

Commission File Number 0-31691

ZIM CORPORATION

150 Isabella Street, Suite 150

Ottawa, Ontario

Canada K1S 1V7

(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 [X] 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): [ ]____

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): ____

ZIM CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held September 23, 2019

To our Shareholders:

The Annual Meeting of Shareholders of ZIM Corporation (ZIM or the Company) will be held at the offices of ZIM at 150 Isabella Street, Suite 150, Ottawa, Ontario, Canada K1S 1V7, on Monday, September 23, 2019, beginning at 11:00 a.m. At the meeting, you will be asked to vote on the following matters:

1. To re-elect four directors to the Board of Directors for a three-year period; 2. To ratify the appointment of MNP LLP as the Company’s registered public accounting firm; 3. To transact such other business as may properly come before the meeting or any adjournment thereof.

If you were a shareholder of record at the close of business on August 20, 2019, you are entitled to vote at the meeting or at any adjournment or postponement of the meeting. This notice and the Company’s management proxy circular is being mailed to shareholders on or about August 27, 2019. You may examine a list of the shareholders of record as of the close of business on August 21, 2019 for any purpose germane to the meeting subsequent to September 23, 2019, at the offices of the Company.

YOUR VOTE IS IMPORTANT

Even if you plan to attend the meeting, please vote and mail the enclosed proxy card so that your vote will be counted if you later decide to not attend the meeting. Whether or not you expect to attend, shareholders are requested to sign, date and return the enclosed proxy in the envelope provided. No postage is required if mailed in the United States.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Michael Cowpland

Michael Cowpland President and Chief Executive Officer

Dated: Ottawa, Ontario, Canada August 12, 2019

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders			i
Table of Contents			1
Management Proxy Circular			2
General Information			2
Proposal One			7
Proposal Two			9
Management Disclosure			11
Financial Statements			21
Signatures			47

~~ZIM~~Quarterly ~~CORPORATION~~Business Review by Management for the

~~MANAGEMENT~~Quarter ~~PROXY~~Ended ~~CIRCULAR~~September 30, 2019

~~GENERAL~~TABLE ~~INFORMATION~~OF CONTENTS

INFORMATION ABOUT PROXY SOLICITATION

Item 1.	Selected Financial Data	3

Item 2.	Quarterly Business Review	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	14

Item 4.	2018 Annual General Meeting	16

Signatures		17

This Management Proxy Circular is furnished to the holders of the Common shares (“Common Shares”), of ZIM Corporation, a Canadian corporation (“ZIM” or the “Company”), in connection with the solicitation of proxies on behalf of the Board of Directors and the Management of the Company for use at the Annual Meeting of Shareholders to be held on September 23, 2019 at 11:00 a.m. (local Ottawa time), at ZIM’s Headquarters at 150 Isabella Street, Suite 150, Ottawa, Ontario, Canada, K1S 1V7, and at any adjournment thereof. The Board of Directors is soliciting votes FOR ratification of the appointment of the firm of MNP LLP as the Company’s independent auditors and FOR election of four directors to the Board of Directors for a three-year period. At present, the Board of Directors knows of no other business that will come before the meeting.

The Notice of Annual Meeting, this Management Proxy Circular and the accompanying Form of Proxy will be mailed to shareholders on or about August 27, 2019. The Board of Directors is making this solicitation of proxies, and the Company will bear the cost of the solicitation. The original solicitation of proxies by mail may be supplemented by solicitations in person, by telephone or by electronic communication by the directors, officers and employees of the Company. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held by such persons, and upon request the Company will reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

INFORMATION ABOUT VOTING

Q: WHY AM I RECEIVING THESE MATERIALS?

A: The Board of Directors is providing these proxy materials for you in connection with the Company’s Annual Meeting of Shareholders, which will take place on September 23, 2019. As a shareholder, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this management proxy circular.

Q: WHAT ITEMS OF BUSINESS WILL BE VOTED ON AT THE ANNUAL MEETING?

A: There are two items of business scheduled to be voted on at the Annual Meeting: (1) the re-election of four directors to the Board of Directors for a three-year period, and (2) the ratification of the appointment of the Company’s independent auditors. We will also consider other business that properly comes before the Annual Meeting.

Q: HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

A: The Board of Directors recommends that you vote your shares “FOR” the re-election of the directors and “FOR” the ratification of the appointment of the independent auditors.

Q: WHAT SHARES CAN I VOTE?

A: You may vote all shares owned by you as of the close of business on August 20, 2019, the Record Date. These shares include: (i) shares held directly in your name as the shareholder of record, and (ii) shares held for you as the beneficial owner through a broker or other nominee such as a bank.

Q:ITEM ~~WHAT~~1 IS– ~~THE~~SELECTED ~~DIFFERENCE~~FINANCIAL ~~BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?~~DATA

A: Most shareholders of the Company hold their shares through a broker or other nominee rather than directly in their own name. However, there are some distinctions between shares held of record and those owned beneficially.

ZIM Corporation
Condensed Consolidated Balance Sheets
(Expressed in US dollars, except for share data)

	September 30,
	2019			March 31,
	(Unaudited)			2019
ASSETS	$			$
Current assets
Cash and cash equivalents		429,202			506,524
Accounts receivable, net		281,402			59,631
Investment tax credits receivable Other tax credits		44,185 34,345			171,204 35,351
Prepaid expenses		13,779			27,911
		802,913			800,621
Investment		715,472			709,047
Right of uses assets		8,440			—
Property and equipment, net		23,402			20,799
		1,550,227			1,530,467
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		19,962			36,802
Current lease liabilities		9,104			—
Accrued liabilities		21,188			21,487
Deferred revenue		73,339			89,844
Total liabilities		123,593			148,133
Shareholders' equity:
Preferred shares, no par value, non-cumulative		—			—
dividend at a rate to be determined by the Board of Directors redeemable for CDN $1 per share. Unlimited authorized shares; issued and outstanding NIL shares at September 30, 2019 and March 31, 2019.
Special shares, no par value, non-voting,
Unlimited authorized shares; issued and outstanding NIL shares at September 30, 2019 and March 31, 2019.		—			—
Common shares, no par value, voting,
Unlimited authorized shares; 8,136,348 shares issued and outstanding as at September 30, 2019 and 8,136,348 as at March 31, 2019.		19,491,842			19,491,842
Additional paid-in capital		2,963,912			2,963,912
Accumulated deficit		(20,564,789	)		(20,622,106	)
Accumulated other comprehensive income		(464,331	)		(451,314	)
		1,426,331			1,382,334
		1,550,227			1,530,467

If your shares are registered directly in your name with the Company’s transfer agent, Corporate Stock Transfer, Inc., you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to the Chairman of the Board of Directors or to vote in person at the meeting. The Board of Directors has enclosed a proxy card for you to use.

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee together with a voting instruction form. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker or nominee that holds your shares, giving you the right to vote the shares. Your broker or nominee has enclosed or provided voting instructions for you to use in directing the broker or nominee how to vote your shares.

Q: HOW CAN I ATTEND THE ANNUAL MEETING?

A: You are entitled to attend the Annual Meeting only if you were a shareholder of the Company as of the close of business on August 20, 2019, or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are not a record holder but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as an account statement, a copy of the voting instruction card provided by your broker or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the Annual Meeting. The Annual Meeting will begin promptly at 11:00 a.m. (local Ottawa time). Check-in will begin at 10:30 a.m., and you should allow ample time for the check-in procedures.

Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?

A: Shares held directly in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held in street name may be voted in person only if you obtain a “legal proxy” from the broker or nominee that holds your shares giving you the right to vote the shares.

Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?

A: Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are to be voted without attending the meeting. Record holders of Common Shares may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. The Company’s shareholders who hold shares in street name may vote by mail by completing, signing and dating the voting instruction forms provided by their brokers or nominees and mailing them in the accompanying pre-addressed envelopes.

Q: CAN I CHANGE MY VOTE?

ZIM Corporation Condensed Consolidated Statements of Operations
(Expressed in US dollars)
(Unaudited)

	Three months ended September 30, 2019			Three months ended September 30, 2018			Six months ended September 30, 2019			Six months ended September 30, 2018
	$			$			$			$
Revenues
Mobile		12,227			27,127			37,104			51,376
Software		17,536			1,828			20,723			98,963
Software maintenance and consulting		77,917			78,700			138,667			166,825
Total revenues		107,680			107,655			196,494			317,164

Operating expenses
Cost of revenues		5,867			4,789			10,679			8,139
Selling, general and administrative		137,661			176,458			296,765			295,996
Research and development		47,323			67,063			99,742			119,525
Total operating expenses		190,851			248,310			407,186			423,660

Loss from operations		(83,171	)		(140,655	)		(210,692	)		(106,496	)
Other income (expense):
Unrealized gain on equity investments		-			10,302			-			608,343
Gain on sale of investments		216,901			-			216,901			-
Other income (loss)		(162	)		6,987			(162	)		6,987
Interest income, net		3,094			2,536			6,852			5,881
Total other income		219,833			19,825			223,591			621,211
Net income (loss) before income taxes		136,662			(120,830	)		12,899			514,715
Income tax benefit		25,603			12,878			44,418			31,863
Net income (loss)		162,265			(107,952	)		57,317			546,578

Basic and fully diluted income (loss) per share		0.020			(0.013	)		0.007			0.067
Weighted average number of shares outstanding		8,136,348			8,136,348			8,136,348			8,136,348

A: You may change your vote at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially, you may change your vote by submitting new voting instructions to your broker or nominee, or, if you have obtained a “legal proxy” from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person. You may also change your vote by sending a written notice of revocation to Dr. Michael Cowpland, President and Chief Executive Officer, 150 Isabella Street, Suite 150, Ottawa, Ontario, K1S 1V7.

Q: WHO CAN ANSWER MY QUESTIONS?

A: If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact John Chapman at ZIM’s Headquarters, 150 Isabella Street, Suite 150, Ottawa, Ontario, K1S 1V7 or at (613) 791-9076.

Management Disclosure and Financial Statements extracted from our Annual Report on Form 20-F for the year ended March 31, 2019 was included as part of this proxy statement. If you need additional copies of this management proxy circular, the voting materials or the Annual Report, you should contact John Chapman as described above.

Q: HOW ARE VOTES COUNTED?

A: You may vote “FOR” the ratification of the appointment of the independent auditors or your vote may be “WITHHELD”. If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendation of the Board of Directors (“FOR” the resolutions). If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders.

Q: WHAT IS A QUORUM AND WHY IS IT NECESSARY?

A: Applicable law requires a quorum to conduct business at the meeting. The presence, either in person or by proxy, of the holders of a majority of the Company’s Common Shares outstanding on August 20, 2019 constitutes a quorum.

Q: HOW MANY SHARES ARE OUTSTANDING AND ENTITLED TO VOTE?

A: 8,136,348 Common Shares were issued and outstanding on August 20, 2019, the Record Date. Holders of record of outstanding Common Shares at the close of business on the Record Date are entitled to vote at the Annual Meeting. Each holder is entitled to one vote in respect of each Common Share held.

Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE THE PROPOSAL?

A: The proposal requires the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Accordingly, if you do not return your signed proxy card or voting instruction form, you will not be able to affect the vote.

Q: WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

ZIM Corporation Condensed Consolidated Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)

	Six months ended September 30, 2019			Six months ended September 30, 2018
	$			$
OPERATING ACTIVITIES
Net income		57,317			546,578
Items not involving cash:
Depreciation of property and equipment		7,821			4,401
Unrealized gain in equity securities		—			—
Stock-based compensation		806			843
Changes in operating working capital
Increase in accounts receivable		(221,771	)		(8,630	)
Decrease in investment tax credits receivable		128,025			126,079
Decrease in prepaid expenses		14,132			17,405
Decrease in right of use assets		8,440			-
Decrease in lease liabilities		(9,104	)		-
Increase in accounts payable		(16,840	)		17,751
Increase (decrease) in accrued liabilities		(299	)		1,264
Decrease in deferred revenues		(16,505	)		20,480
Cash flows provided by operating activities		(47,978	)		117,950

INVESTING ACTIVITIES
Purchase of property and equipment		(6,576	)		(6,054	)
Cash flows used in investing activities		(6,576	)		(6,054	)

FINANCING ACTIVITIES		—			—
Cash flows provided by financing activities		—			—

Effect of changes in exchange rates on cash		(22,768	)		(62,863	)

Increase in cash		(77,322	)		49,033
Cash, beginning of period		506,524			418,507
Cash, end of period		429,202			467,540

A: You may receive more than one set of voting materials, including multiple copies of this management proxy circular and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive.

Q: WHY DO SOME SHAREHOLDERS SHARING THE SAME SURNAME AND ADDRESS RECEIVE ONLY ONE SET OF VOTING MATERIALS?

In some cases, shareholders holding their shares in a brokerage or bank account who share the same surname and address and have not given contrary instructions are receiving only one copy of our management proxy circular. This practice is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. If you would like to have additional copies of our management proxy circular mailed to you, or if you would like to receive separate copies of future mailings, or if you would like to receive a single copy instead of multiple copies of future mailings, please submit your request to the address or phone number that appears on your voting instruction form.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

A: We intend to announce preliminary voting results at the Annual Meeting and publish final results in our Quarterly Report on Form 6-K for the fiscal quarter ending September 30, 2019, which we anticipate filing by November 16, 2019.

Q: WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE ANNUAL MEETING?

A: Other than the item of business described in this management proxy circular, we are not aware of any other business to be acted upon at the Annual Meeting. However, if you grant a proxy, the persons named as proxy holders, Michael Cowpland, the Company’s President and Chief Executive Officer, and Jim Stechyson, the Chairman of the Company’s Board of Directors, or their substitutes, will have the discretion to vote your shares on any additional matter properly presented for a vote at the meeting.

Q: WHO WILL COUNT THE VOTES?

A: An inspector or inspectors of election will tabulate the votes. We expect that the inspector of election will be John Chapman, the Chief Financial Officer of ZIM.

Q: IS MY VOTE CONFIDENTIAL?

A: Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, or (3) to facilitate a successful proxy solicitation.

Q:1 ~~WHO~~- ~~WILL~~BASIS ~~BEAR THE COST~~ OF ~~SOLICITING VOTES FOR THE ANNUAL MEETING?~~PRESENTATION

A: The accompanying ~~Board~~unaudited ofselected ~~Directors~~financial isdata ~~making~~of ~~this~~ZIM ~~solicitation,~~Corporation ~~and~~(“ZIM” or the “Company”) ~~will~~and ~~pay~~its subsidiaries have been prepared pursuant to the ~~entire~~rules ~~cost~~and regulations of ~~preparing,~~the ~~assembling,~~United ~~printing,~~States Securities and Exchange Commission (“SEC”). ~~mailing~~Certain information and ~~distributing~~footnote ~~these~~disclosures ~~proxy~~normally ~~materials.~~included ~~Certain~~in financial statements prepared in accordance with generally accepted accounting principles in the United States of ~~our~~America ~~directors,~~(US ~~officers~~GAAP) have been condensed or omitted pursuant to such rules and ~~employees,~~regulations. The ~~without~~condensed ~~any~~consolidated ~~additional~~balance ~~compensation~~sheet as of September 30, 2019 has been derived from our audited consolidated financial statements ~~may~~for ~~also~~the ~~solicit~~year ~~your~~ended ~~vote~~March 31, 2019. These selected financial data should be read in ~~person,~~conjunction bywith ~~telephone~~the orfinancial bystatements ~~electronic~~and notes ~~communication~~thereto included in the latest annual report on Form 20-F. ~~Upon~~These ~~request,~~data wehave ~~will~~been ~~also~~prepared ~~reimburse~~on ~~brokerage~~the same basis as the audited ~~houses~~consolidated ~~and~~financial ~~other~~statements ~~custodians~~for the year ended March 31, ~~nominees~~2019 and, ~~fiduciaries~~in the opinion of management, include all adjustments considered necessary for ~~their~~a ~~reasonable~~fair ~~out-~~presentation of the financial position, results of operations and cash flows of the Company. Unless otherwise stated in this Form 6-~~pocket~~K ~~expenses~~the information contained herein has not been audited or reviewed by an independent auditor. The results of operations for ~~forwarding~~the ~~proxy~~three month and ~~solicitation~~six month periods ended September 30, 2019 are not necessarily indicative of ~~materials~~the results to ~~shareholders~~be expected for the full year.

Q:2 ~~MAY~~- IGOING ~~PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR’S ANNUAL MEETING OF SHAREHOLDERS?~~CONCERN

A:These ~~You~~consolidated ~~may~~financial ~~submit~~statements ~~proposals~~have ~~for~~been ~~consideration~~prepared aton ~~future~~a ~~shareholder~~going ~~meetings.~~concern Ifbasis ~~you~~in ~~wish~~accordance towith ~~make~~accounting aprinciples ~~proposal~~generally accepted ~~for~~in ~~consideration~~the ~~at our~~United ~~2020~~States ~~Annual~~("US ~~Meeting~~GAAP"). The going concern basis of ~~shareholders,~~presentation assumes that the ~~written~~Company ~~proposal~~will continue ~~must~~in operation for the foreseeable future and be ~~received~~able byto realize its assets and discharge its liabilities and commitments in the ~~corporate~~normal ~~secretary~~course of business. To date the Company nohas ~~later~~incurred an accumulated ~~than~~loss ~~June~~of 17$20,564,789 ~~2020.~~and ~~However,~~year into ~~order~~date ~~for~~cash aflow ~~shareholder~~used ~~proposal~~in tooperations beof ~~considered~~$47,978. ~~for~~This raises ~~inclusion~~significant indoubt about the ability of the Company’s ~~management proxy~~to ~~circular~~continue ~~statement~~as ~~for~~a ~~next~~going ~~year’s~~concern. ~~annual~~The ~~shareholders’~~ability ~~meeting,~~of the ~~written~~Company ~~proposal~~to ~~must~~continue as bea ~~received~~going byconcern and to realize the ~~corporate~~ ~~secretary~~carrying value of its assets and discharge its liabilities and commitments when due is dependent on the Company nogenerating ~~later~~revenue ~~than~~sufficient ~~April~~to 8,fund ~~2020.~~its ~~Such~~cash ~~proposals~~flow ~~also~~needs. ~~will~~There ~~need~~is tono ~~comply~~certainty ~~with~~that ~~the~~this ~~provisions~~and ofother ~~the~~strategies ~~Canada~~will ~~Business~~be ~~Corporations~~sufficient ~~Act~~to ~~regarding~~permit the ~~inclusion~~Company ofto ~~shareholder~~continue ~~proposals~~as ina ~~corporation-sponsored~~going ~~proxy materials~~concern.

InManagement ~~order~~is tocurrently ~~curtail~~investigating ~~controversy~~and asevaluating tooptions ~~the~~that ~~date~~may oninclude ~~which~~recapitalization ~~ZIM~~of ~~receives~~the aCompany ~~proposal,~~and ~~you~~pursuing ~~should~~other ~~submit~~ventures of ~~your~~a ~~proposal~~different ~~by Certified Mail-Return Receipt Requested~~nature.

Q:The ~~WILL~~consolidated Afinancial ~~REPRESENTATIVE~~statements ~~FROM~~do ~~THE~~not ~~AUDITORS~~reflect ~~AND~~adjustments ~~LEGAL~~that ~~COUNSEL~~would BEbe INnecessary ~~ATTENDANCE~~if the ATgoing ~~THE~~concern ~~ANNUAL~~assumption ~~MEETING?~~were not appropriate. If the going concern basis were not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenue and expenses and the classifications used in the statement of financial position. Such differences in amounts could be material.

A:3 ~~The~~– ~~Company~~INVESTMENT ~~expects~~AND that the Company’s registered public accounting firm will be represented by Shawn Mincoff from MNP LLP. In addition, the Company expects that Mike Dunleavy from our Canadian legal counsel, LaBarge Weinstein LLP, will also be available.SUBSIDIARIES

Investments and long term deposits	Original Cost		Carrying Value – September 30, 2019
CP4H		187,367		—
Equispheres		111,990		707,166
HostedBizz		1,005		—
NuvoBio		762		755
Spiderwort		7,725		7,551

~~PROPOSAL~~On August ~~ONE~~9, 2017, Connecting People for Health Co-operative Ltd. (CP4H) was acquired for an undisclosed amount. ZIM recognized its portion of the proceeds, in the amount $216,901, as a gain on the sale of assets.

~~ELECTION~~On February OF9, ~~DIRECTORS~~2018, ZIM sold 100,000 shares of HostedBizz to HostedBizz, for cancellation, for gross proceeds of $60,000 Canadian dollars ($45,758 United States dollars).

AtOn ~~the~~August ~~Annual~~24, ~~Meeting~~2018, ~~and~~NuvoBio Corporation made an equity investment in ~~accordance~~Spiderwort ~~with~~Inc. The investment consisted of the ~~Canada~~purchase ~~Business~~of ~~Corporations~~a ~~Act~~$10,000 Canadian ~~shareholders~~dollar ~~will~~($7,725 beUS ~~asked~~dollar) toconvertible ~~approve~~promissory ~~the~~note. ~~election~~ The note accrues simple interest of ~~directors,~~5% asper aannum ~~group,~~and ~~for~~upon a ~~three-year~~future equity ~~term,~~financing byof ~~resolution,~~Spiderwort ~~which~~Inc. ~~requires~~in an amount greater that a$3,000,000 ~~majority~~Canadian ofdollars ~~the~~all ~~votes~~principal ~~cast~~and ataccrued ~~the~~interest ~~Annual~~will ~~Meeting,~~convert beinto ~~voted~~the ~~"FOR"~~equity securities of the ~~resolution~~financing ~~for~~at ~~the~~a ~~election~~price per security equal to 80% of ~~nominees~~the asequity afinancing ~~group~~price per security.

~~The term~~Spiderwort ~~of office of each of the current directors is due to expire immediately prior to the election of directors at the Annual Meeting~~Inc. It is ~~proposed~~an ~~that~~advanced ~~the~~materials ~~nominees~~company ~~set~~developing ~~out~~novel, ~~below~~plant ~~be reelected as directors of the Company~~derived, ~~each~~biomaterial tothat ~~serve~~will ~~for~~offer anew ~~term~~avenues ofin ~~three~~3D ~~years~~in vitro orresearch ~~until~~and ~~their~~in ~~successors~~regenerative ~~are elected~~medicine.

In connection with its nomination of the candidates for director, the Board of Directors considered a number of factors, including the qualifications, experience and background of all the nominees, as further discussed under “Corporate Governance / Director Nominations” below.

THE NOMINEES

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF EACH OF THE FOLLOWING NOMINEES:

Name	Age	Position	Director Since	Present Principal Occupation or Employment	Number of Common Shares Held (3)
Dr. Michael Cowpland	76	President, Chief Executive Officer and Director	June 1, 2003	President and Chief Executive Officer of ZIM Corporation and subsidiaries	4,305,877
James Stechyson(1)	54	Chairman	June 1, 2003	Chairman of the Board of ZIM Corporation	1,468,500
Steven Houck(1)(2)	49	Director	June 1, 2003	Chief Operating Officer of Datacore Software	95,500
Donald Gibbs(2)	73	Director	July 9, 2003	Consultant	90,500

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Number of Common Shares known to the Company to be beneficially owned or over which control or direction was exercised on the Record Date

It is the intention of the persons named in the accompanying form of proxy to vote all Common Shares represented by such proxy for the election of Dr. Michael Cowpland, James Stechyson, Steven Houck, and Donald Gibbs, each to serve as a director for three years. All the nominees have consented to being named in this management proxy circular and to serve as a director if elected. At the time of the Annual Meeting, if any of the nominees named above is not available to serve as director (an event which Management does not presently have any reason to anticipate), all the proxies will be voted for such other person or persons, if any, as Management may designate. Management believes it is in the best interests of the Company to elect the above-described slate.

Information about the Nominees

Set forth below are the principal occupation of the nominees, the business experience of each for at least the past five years and certain other information relating to the nominees. We expect that our directors will continue to devote a portion of their time and energy to the affairs of the Company.

Michael Cowpland

Michael Cowpland has served as our President, Director and Chief Executive Officer since February 2001 and as our Chief Financial Officer from March 2007 to November 2007. In 1973, Dr. Cowpland co-founded Mitel Corporation (formerly NYSE:MTL) and was that company's Chief Executive Officer for 10 years. During Dr. Cowpland's tenure as CEO of Mitel, Mitel's sales reached $300 million before it was acquired by British Telecom in 1984. After the acquisition of Mitel, Dr. Cowpland founded Corel Corporation (formerly NASDAQ:CORL), a company that evolved into one of the world's leading providers of office productivity software. Corel was widely recognized for its WordPerfect Office Suite, and its PC graphics application, Corel Draw. Dr. Cowpland served as President of Corel from 1985 to January 2001. Dr. Cowpland began his career in 1964 at Bell Northern Research. Dr. Cowpland received a Bachelor of Science and Engineering from the Imperial College (London), a Masters of Engineering from Carleton University and Ph.D. in Engineering from Carleton University (Ottawa, Canada).

~~James~~ITEM ~~Stechyson~~2 – QUARTERLY BUSINESS REVIEW

~~James~~This ~~Stechyson~~Form ~~has~~6-K ~~served~~contains asforward-looking astatements ~~Director~~regarding ~~and~~our ~~Chairman~~business, financial condition, results of ~~ZIM~~operations, ~~since~~liquidity ~~June~~and sufficiency 1of cash reserves, ~~2003.~~controls Heand ~~also~~procedures, ~~served~~prospects, asrevenues aexpectations, ~~Director~~and allocation of ~~ZIM~~resources ~~Technologies~~that ~~beginning~~are inbased ~~January~~on ~~1998~~our current expectations, estimates and ~~was~~projections. ~~appointed~~In ~~into~~addition, ~~the~~other ~~position~~written ofor ~~Chairman~~oral instatements ~~May~~which ~~2001~~constitute forward-looking statements may be made by or on behalf of the registrant. ~~Mr.~~ ~~Stechyson~~Words issuch ~~also~~as ~~currently~~"expects," ~~Managing~~"anticipates," ~~Director~~"intends," "plans," "believes," "seeks," "estimates," or variations of ~~HostedBizz~~such ~~Inc~~words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance, and are inherently subject to risks and uncertainties that are difficult to predict. As a ~~company~~result, ~~delivering~~actual ~~cloud~~outcomes ~~based~~and ~~Hosted~~results ITmay ~~services~~differ materially from the outcomes and results discussed in or anticipated by the forward-looking statements. ~~From~~ ~~September~~These ~~2002~~risks ~~until~~include, ~~2003~~without limitation, foreign ~~Mr.~~exchange ~~Stechyson~~risk, ~~served~~credit risk, fair value risks and key personnel risk and the other risks set forth under “RISK FACTORS” asin our Annual Report on Form 20-F for the ~~President~~fiscal ofyear ~~ClearOne~~ended ~~Communications~~March ~~Canada~~31, a2019, ~~subsidiary~~and ofare ~~ClearOne~~therefore ~~Communications~~qualified ain ~~global~~their ~~provider~~entirety ofby ~~audio~~reference to ~~conferencing~~the factors specifically addressed in the sections entitled " QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ~~solutions~~" ~~used~~in bythis ~~thousands~~Form of6-K ~~organizations~~and ~~worldwide~~“RISK FACTORS” in our Annual Report on Form 20-F for the fiscal year ended March 31, 2019, as well as those discussed elsewhere in this Form 6-K and our Form 20-F. ~~From~~ ~~1990~~We operate in a very competitive and rapidly changing environment. New risks can arise and it is not possible for management to ~~September~~predict ~~2002~~all such risks, ~~he was~~nor can it assess the ~~President~~ impact of OMall such risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ ~~Video~~materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a ~~company~~prediction ~~specializing~~of actual results. All forward-looking statements contained in this Form 6-K speak only as of the ~~design,~~date ~~sales~~of ~~and~~this ~~systems~~Form ~~integration~~6-K. We undertake no obligation to revise or update publicly any forward-looking statements in order to reflect any event or circumstance that may arise after the date of ~~professional~~this ~~audio/visual~~Form ~~technologies~~6-K, other than as required by law.

~~Steven~~The following ~~Houck~~discussion includes information from the Selected Financial Data for the three-month and six-month periods ended September 30, 2019 and 2018. These results are not necessarily indicative of results for any future period. You should not rely on them to predict our future performance.

~~Steven~~All financial ~~Houck~~information ~~has served as a Director of ZIM since April 2001. Currently, Mr. Houck~~ is ~~Chief~~prepared ~~Operating~~in ~~Officer~~accordance ofwith ~~DataCore~~generally ~~Software, a~~accepted ~~company~~accounting ~~that~~principles ~~develops storage virtualization software. Until recently, Mr. Houck also held the position of Chief Executive Officer of GRIDTREE Inc., a technology company headquartered~~ in ~~Miami, Florida providing enterprise class IT services to~~ the ~~small~~United ~~to medium~~States ~~sized~~("GAAP") business market. Previously Mr. Houck was the Vice President of Latin America at VMware, a developer of software for the virtualization market. Prior to working at VMware Mr. Houck was Vice President of World Wide SMB Sales at EMC Corporation, a developer and ~~provider of information infrastructure~~ ~~technology~~is ~~and~~stated solutions. During 2004 and 2005, Mr. Houck worked as a consultant for various start-up companies. From 1995 to early 2004, Mr. Houck held various positions with Corel Corporation including Executive Vice President of World Wide Sales. Prior to his service to Corel, he founded Worldview Technologies, a company specializing in ~~multimedia~~US ~~design and authoring and served as its CEO until 1995~~dollars. ~~He attended Florida State University and Florida Atlantic University.~~

~~Donald~~In this RItem ~~Gibbs~~2, references to “we”, “our”, “ZIM, “the Company” and similar terms refer to ZIM.

~~Donald~~EXECUTIVE R. Gibbs has been a Director of ZIM since July 2003. He also serves as the Chairman of ZIM's Audit Committee. Mr. Gibbs is currently a consultant and Chairman of DRG & Associates in Ottawa, Ontario. Previously, he was an advisor to The Pythian Group and until June 1st, 2018, was the Chief Operating Officer and Chief Financial Officer of The Pythian Group. From April 2015 until May 2016 Mr. Gibbs held the position of Chief Financial Officer of Tweed Marijuana Inc. Prior to Tweed, Mr. Gibbs was Chief Executive Officer of AirIQ between June 2008 and April 2015. From April 2007, to June 2008, Mr. Gibbs was the Chief Executive Officer of Tarquin Inc. Since July of 2004, Mr. Gibbs has been the Chairman and Chief Executive Officer of Process Photonics Inc. From June 2001 to April 2004, Mr. Gibbs was the President and Chief Executive Officer of Original Solutions Inc. He is also the principal of his own consulting company, Donald R Gibbs and Associates which provides financial and management assistance to start-up corporations. Since 1970, Mr. Gibbs has held senior financial and executive positions in Mitel Corporation, Cognos Inc., Gandalf Systems Corporation, Positron Fiber Systems Inc., Gorilla Capital Inc., VIPswitch Inc. and Original Solutions Inc. Mr. Gibbs received his Bachelor of Commerce degree from the University of Ottawa and holds a professional designation as a CPA, CMA.SUMMARY

Revenue for the quarter ended September 30, 2018 was $107,680, flat from $107,655 for the same period last year.

Net income for the quarter was $162,265 as compared to a net loss of $107,952 for the quarter ended September 30, 2018. On a year-to-date basis net income was $57,317 as compared to a net income of $546,578 for the same period in fiscal 2019. The decrease in net income is due mainly to the adoption of FASB 2016-01 and the unrealized gain on equity securities of $608,343 that was recognized in fiscal year 2019.

ZIM had cash and cash equivalents of $429,202 at September 30, 2019 as compared to cash and cash equivalents of $506,524 at March 31, 2019.

~~PROPOSAL~~BUSINESS ~~TWO~~OVERVIEW

~~RATIFICATION~~ZIM started OFoperations ~~THE~~as ~~APPOINTMENT~~a OFdeveloper ~~REGISTERED~~and ~~PUBLIC~~provider ~~ACCOUNTING~~of ~~FIRM~~database software known as ZIM IDE software. ZIM IDE software is used by companies in the design, development, and management of information databases and mission critical applications. The Company continues to provide this software and ongoing maintenance services to its client base.

~~MNP~~Beginning ~~LLP~~in ~~(“MNP”)~~2002, ~~was~~the ~~first~~Company ~~appointed~~expanded asits ~~the~~business ~~Company’s~~strategy ~~registered~~to ~~public~~include ~~accounting~~opportunities ~~firm~~associated with ~~respect~~mobile products. Prior to ~~the~~fiscal ~~audit of~~2007, the Company’s ~~financial~~focused ~~statements~~on ~~for~~developing ~~the~~products ~~year~~and ~~ended~~services ~~March~~for ~~31,~~the ~~2015,~~wireless ~~and~~data ~~has~~network ~~audited~~infrastructure ~~the~~known ~~Company’s financial statements~~as ~~until~~“SMS” ~~March~~or ~~31,~~“text ~~2019~~messaging”. SMS ~~The~~will ~~Audit~~continue ~~Committee~~to ofprovide ~~our~~a ~~Board~~minimal amount of ~~Directors~~revenue ~~believes~~within the ~~that~~mobile ~~MNP~~segment isof ~~well~~operations. ~~qualified~~With tothe ~~continue~~acquisition ~~and~~of ~~has~~Advanced ~~recommended its~~Internet ~~reappointment~~Inc. as(AIS) in 2007, the Company’s ~~registered~~also ~~public~~offered ~~accounting~~mobile content ~~firm~~directly ~~for~~to ~~the~~end ~~year~~users. This ~~ended~~service was discontinued March 31, ~~2020~~2013.

~~Audit~~In ~~Fees~~fiscal 2018, ZIM continued to develop and ~~All~~sell ~~Other~~enterprise ~~Fees~~database software to end users as well as maintain its SMS messaging product lines. Going forward, management will evaluate opportunities within the enterprise database market as well as the viability of the SMS product line and make adjustments as may be required.

~~For~~In 2017, ~~services~~our ~~related~~wholly-owned tosubsidiary, ~~the~~NuvoBio ~~most~~signed ~~recent~~strategic ~~fiscal~~partnerships ~~year,~~and weexclusive ~~were~~global ~~billed~~licensing agreements with leading drug research institutes and ~~paid~~companies. ~~audit,~~NuvoBio ~~audit~~is ~~related~~currently funding research and ~~tax~~development ~~fees~~projects ~~with~~in ~~MNP~~the asfollowing ~~follows~~areas:

		Year ended March 31, 2019
Audit fees		50,445
Tax fees(1)	8,232
Total		58,677

	·	Implementing unique molecular interaction & analytics using supercomputing technologies to design small peptide drugs that bind to target proteins for cancer therapies; and

	·	The development of bi-specific immunology therapies for the treatment of kidney cancer.

~~(1)~~CRITICAL ACCOUNTING ~~Consisting principally of fees related to tax compliance, tax planning and tax advice services, including preparation and review of tax returns, assistance with tax audits and refund claims.~~ESTIMATES

~~Pursuant~~We prepare toour ~~the~~condensed ~~Sarbanes-Oxley~~consolidated ~~Act~~financial ofstatements ~~2002,~~ in ~~October~~accordance ~~2003~~with ~~the~~United ~~Audit~~States ~~Committee~~GAAP, ~~established~~which ~~ZIM~~requires ~~Corporation’s~~management ~~Audit~~to ~~Committee~~make ~~Pre-Approval~~certain ~~Policy~~estimates ~~whereby~~and ~~the~~apply ~~Committee~~judgments isthat ~~required~~affect toreported ~~pre-approve~~amounts ~~the~~of ~~audit~~assets, ~~fees~~liabilities, revenues and ~~the~~expenses, ~~provision of tax~~ and ~~other non-audit~~ related ~~services~~disclosures ~~by MNP, after MNP provides a description~~ of ~~the~~contingent ~~services~~assets ~~to be performed~~ and ~~specific fee estimates for each such service~~liabilities. ~~The Audit~~We ~~Committee~~base ~~limits~~our ~~the~~estimates ~~engagement~~and byjudgments ~~the~~on ~~Company~~historical ofexperience, ~~MNP~~current ~~for~~trends, ~~non-audit services~~ and ~~tax services to those circumstances where~~other ~~the~~factors ~~services~~that ~~are~~management ~~considered~~believes ~~integral~~ to ~~the~~be ~~audit~~important ~~services~~at ~~that it provides, or in which there is another compelling rationale for using its services. The Audit Committee considered~~ the ~~provision~~time ~~by MNP of~~ the ~~above-mentioned~~condensed ~~tax~~consolidated ~~services~~financial ~~and~~statements ~~other~~are ~~non-audit services and concluded that the provision of these services was compatible with maintaining the independence of MNP~~prepared. ~~The members~~On ofan ~~the~~ongoing ~~Audit~~basis, ~~Committee~~management ~~are~~reviews ~~Donald~~our ~~Gibbs~~accounting ~~(Chair)~~policies and ~~Steve~~how ~~Houck.~~they ~~100%~~are ofapplied ~~the~~and ~~above~~disclosed ~~mentioned~~in ~~fees~~our ~~were~~annual ~~approved~~consolidated financial ~~in advance~~statements.

~~The~~There ~~Company~~have ~~anticipates~~been ~~that~~no ~~representatives~~material ofchanges ~~MNP~~to ~~will~~our ~~attend~~critical ~~the~~accounting ~~Annual~~estimates ~~Meeting~~from ~~for~~those ~~the~~described ~~purpose~~in ofour ~~responding~~Form to20-F ~~appropriat~~for ~~questions, and~~the ~~they~~fiscal ~~will~~year beended March ~~afforded~~31, ~~an opportunity to make a statement if they so desire~~2019.

~~The~~RESULTS ~~proposal~~OF toOPERATIONS ~~reappoint~~FOR ~~MNP~~THE asTHREE ~~the~~AND ~~Company’s~~SIX ~~registered~~MONTHS ~~public~~ENDED ~~accounting~~SEPTEMBER ~~firm~~30, ~~must~~2019 beCOMPARED ~~passed~~TO byTHE atTHREE ~~least~~AND aSIX ~~majority~~MONTHS ofENDED ~~the votes~~SEPTEMBER ~~cast~~30, ~~by the holders of Common Shares present in person or represented by proxy and entitled to vote at the Annual Meeting.~~2018

~~THE~~The following ~~BOARD~~discussion OFincludes ~~DIRECTORS~~information ~~RECOMMENDS~~derived Afrom ~~VOTE~~the ~~FOR~~unaudited ~~THE~~and ~~RATIFICATION~~not OFreviewed ~~THE~~condensed ~~APPOINTMENT~~consolidated OFstatements ~~MNP~~of ~~LLP~~operations ASfor the ~~THE~~three ~~COMPANY’S~~and ~~AUDITORS~~six ~~FOR~~months ~~THE~~ended September 30, 2019 and 2018. The information for the three months and six months ended September ~~2020~~30, ~~FISCAL~~2019, ~~YEAR~~in management's opinion, has been prepared on a basis consistent with the audited consolidated financial statements for the fiscal year ended March 31, 2019, and includes all adjustments necessary for a fair presentation of the information presented.

These operating results are not necessarily indicative of results for any future period. You should not rely on them to predict our future performance.

~~* * * * *~~REVENUES

The prompt return of the proxy will be appreciated and helpful in obtaining the necessary vote. Therefore, whether or not you expect to attend the meeting, please sign the proxy and return it in the enclosed envelope.

	Three months ended September 30, 2019		As a %		Three months ended September 30, 2018		As a %

Bulk SMS		12,227		11		27,127		25
		12,227		11		27,127		25

Software		17,536		17		1,828		2
Maintenance and consulting		77,917		72		78,700		73
		95,453		89		80,528		75

Total Revenues		107,680		100		107,655		100

		Six months ended September 30, 2019				Six months ended September 30, 2018

Bulk SMS		37,104		19		51,376		16
		37,104		19		51,376		16

Software		20,723		11		98,963		31
Maintenance and consulting		138,667		70		166,825		53
		159,930		81		265,788		84

Total Revenues		196,494		100		317,164		100

~~The~~Revenue ~~contents~~for ofthe ~~this~~quarter ~~Management~~ended ~~Proxy~~September ~~Circular~~30, ~~and~~20198 ~~its~~was ~~sending~~$107,680, toas ~~shareholders~~compared ofto ~~the~~$107,655 ~~Company~~for ~~have been approved by~~ the ~~directors of~~same ~~the~~period ~~Company~~last year.

BYTotal ~~ORDER~~revenues OFfor ~~THE~~the ~~BOARD~~six OFmonths ~~DIRECTORS~~ended September 30, 2019 were $196,494, a decline from 317,164 for the six months ended September 30, 2018. The decrease in revenue resulted from decreases in all segments of our business.

REVENUES ANALYSIS BY SERVICE/s/PRODUCT ~~Michael Cowpland~~OFFERING

~~President~~SOFTWARE, ~~and~~MAINTENANCE ~~Chief~~AND ~~Executive Officer~~CONSULTING

~~Dated:~~We generate ~~August~~revenues 12from the sale of our database product as well as the subsequent maintenance and consulting fees. Total revenues relating to the ZIM IDE have increased from 1,828 to $17,536 for the quarters ended September 30, 2019 and 2018, respectively. For the six-month periods ended September 30, 2019 and 2018, revenues decreased from $98,963 to $20,723. Maintenance and consulting revenue remained flat $78,700 to $77,917 for the quarter and decreased from $166,825 to $138,667 for the six-month period. Declines in this area are mainly due to the unstable economy in Brazil and subsequent decline in our business activity in Brazil.

We will continue to allocate resources to the maintenance and development of our database products while we continue to generate revenues from this product line. Going forward, ZIM will evaluate other opportunities and the viability of the enterprise database market and make adjustments as may be required.

~~MANAGEMENT~~BULK ~~DISCLOSURE~~SMS

~~FORWARD~~Bulk SMS messaging gives our customers the ability to send out a single message concurrently to a wide distribution list. Success in this industry is dependent upon sending large quantities of messages on stable, cost effective telecommunication routes. For the quarter ended September 30, 2019, we experienced a decrease in revenues from $27,127, for the period ended September 30, 2018, to $12,227. We experienced a year-~~LOOKING~~to-date revenue decrease from $51,376 for the six months ended September 30, 2018, to $37,104 ~~INFORMATION~~for the six months ended September 30, 2019. In general, bulk-messaging customers choose the service provider that is offering the lowest cost route. Different aggregators are able to negotiate different price points based on the traffic they are able to guarantee to the mobile operators. Due to the size of our competitors, and our competitors’ ability to negotiate better terms, there can be no guarantee that we will have routes that are the most cost effective in the future. We are not focusing on expanding this area of the business. As a result, we do not expect to see any further growth in our bulk messaging revenue during the remainder of fiscal 2020.

~~This~~OPERATING Management Disclosure contains certain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by terminology such as "planned," "expected," "will," "potential," "pipeline," "outlook," or similar expressions, or by express or implied discussions regarding our business, financial condition, recapitalization, pursuit of new ventures, restructuring, results of operations, controls and procedures, and prospects that are based on our current expectations, estimates and projections. In addition, other written or oral statements which constitute forward-looking statements may be made by or on behalf of the registrant. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance, and are inherently subject to risks and uncertainties that are difficult to predict. As a result, actual outcomes and results may differ materially from the outcomes and results discussed in or anticipated by the forward-looking statements. All such statements are therefore qualified in their entirety by reference to the factors specifically addressed in the section entitled "Risk Factors" as well as those discussed elsewhere in this Management Disclosure. We operate in a very competitive and rapidly changing environment. New risks can arise and it is not possible for management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements speak only as of the date of this Management Disclosure. We undertake no obligation to revise or update publicly any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Management Disclosure, other than as required by law.EXPENSES

RISKS RELATED TO OUR BUSINESS

	Three months ended September 30, 2019		Three months ended September 30, 2018		Period to period change
		$		$		$

Cost of revenues		5,867		4,789		1,078
Selling, general and administrative		137,661		176,458		(38,797	)
Research and development		47,323		67,063		(19,740	)
		190,851		248,310		(57,459	)

BECAUSE THE REVENUE AND INCOME POTENTIAL OF OUR BUSINESS AND MARKETS ARE UNPROVEN, WE CANNOT PREDICT WHETHER WE WILL MEET INTERNAL OR EXTERNAL EXPECTATIONS OF FUTURE PERFORMANCE.

	Six months ended September 30, 2019		Six months ended September 30, 2018		Period to period change
		$		$		$

Cost of revenues		10,679		8,139		2,540
Selling, general and administrative		296,765		295,996		769
Research and development		99,742		119,525		(19,783	)
		407,186		423,660		(16,474	)

~~We believe~~COST ~~that~~OF our future success depends on our ability to significantly increase revenue from our operations. Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by technology and innovation companies. These risks include our ability to:REVENUE

Offer competitive pricing for our services;

	Three months ended September 30, 2019			Three months ended September 30, 2018
		$			$
Mobile
Revenues		12,227			27,127
Cost of revenues		(355	)		(665	)
Gross margin		11,872			26,462

Gross margin percentage		97	%		98	%

Software
Revenues		95,453			80,528
Cost of revenues		(5,512	)		(4,124	)
Gross margin		89,941			76,404

Gross margin percentage		94	%		95	%

Maintain our current relationships and develop new strategic relationships;

Attract and retain qualified employees;

Maintain our current customer and user base of our IDE software; and

Offer new and innovative upgrades to our IDE software.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDS, WHEN REQUIRED, IN A TIMELY MANNER OR ON ACCEPTABLE TERMS, WE MAY HAVE TO CURTAIL OR SUSPEND CERTAIN ASPECTS OF OUR BUSINESS OPERATIONS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS RELATIONSHIPS, FINANCIAL RESULTS, FINANCIAL CONDITION AND PROSPECTS.

We anticipate that our cash and cash equivalents balance at March 31, 2019 of $506,524 along with cash generated from operations will be sufficient to meet our present operating and capital expenditures through fiscal year 2020. Management will continue its efforts to increase revenue, its cost reduction activities and strive to eliminate liabilities and reduce our current operational costs. However, there is no guarantee that unanticipated circumstances will not require additional liquidity.

Future liquidity and cash requirements will depend on a wide range of factors including the level of success the Company has in executing its strategic plan as well as its ability to maintain business in existing operations and to raise additional financing. Accordingly, there can be no assurance that the Company will be able to meet its working capital needs for any future period.

WE MAY EXPERIENCE DIFFICULTIES ACCURATELY FORECASTING OUR OPERATING RESULTS, THEREBY MAKING OUR BUSINESS OPERATIONS MORE DIFFICULT TO SUSTAIN.

	Six months ended September 30, 2019			Six months ended September 30, 2018
		$			$
Mobile
Revenues		37,104			51,376
Cost of revenues		(685	)		(1,308	)
Gross margin		36,419			50,068

Gross margin percentage		98	%		97	%

Software
Revenues		159,390			265,788
Cost of revenues		(9,994	)		(6,831	)
Gross margin		149,396			258,957

Gross margin percentage		94	%		97	%

~~Due to the intense competition in the mobile and database industries~~SELLING, ~~we may not be able to accurately forecast our future operating~~ ~~results.~~GENERAL IfAND our gross margins from our operations fall materially short of estimated expenses, our business operations will become more difficult to sustain since we will then have to reduce our spending and/or raise additional capital over and above any current capital raising plans. It may not be possible for us to accomplish either task in a timely manner, or at all, in which event we would have to curtail or suspend certain or all of our business operations. Any action to such effect is likely to have a material adverse effect on our business relationships, financial results, financial condition and prospects.ADMINISTRATIVE

~~OUR~~Selling, general ~~OPERATING~~and administrative expenses for the quarters ended September 30, 2019 and September 30, 2018 were $137,661 and $176,458, ~~RESULTS~~respectively. ~~ARE~~On ~~SUBJECT~~a TOyear-to-date ~~SIGNIFICANT~~basis ~~FLUCTUATIONS~~expenses increased slightly by $769 from $295,996 for the first half of fiscal 2018 to $296,765 for the first half of fiscal 2019.

We may experience significant fluctuations in our operating results due to a variety of factors, many of which are outside of our control. Factors that may cause our operating results to fluctuate include: our ability to retain existing customers, attract new customers at a steady rate and maintain user satisfaction; technical difficulties or system downtime; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure; currency fluctuations; government stability in Brazil and industry regulation. As a result of these and other factors, you should not place undue reliance on yearSTOCK-~~to-year~~BASED ~~comparisons of our operating results as indicators of likely future performance.~~COMPENSATION

WEFor ~~MAY~~the ~~NOT~~three BEmonths ~~ABLE~~ended TOSeptember ~~ADAPT~~30, ~~QUICKLY~~2019 ~~ENOUGH~~and TOSeptember ~~TECHNOLOGICAL~~30, ~~CHANGE~~2018, ~~AND~~the ~~CHANGING~~Company ~~CUSTOMER~~recognized ~~REQUIREMENTS~~compensation expense for employees and consultants of $806 and $335, ~~THEREBY~~respectively. ~~LOSING~~On ~~SALES~~a year-to-date basis, stock-based compensation increased from $335 for the first half of fiscal 2019 to $806 for the first half of fiscal 2020. The Company does not have any non-vested awards.

~~If we~~RESEARCH ~~are~~AND unable to adapt to the rapid changes in technology and customer needs that are inherent to technology based industries, we may lose sales and fail to grow. In order to meet these rapid changes, we will have to effectively integrate new wireless and data technologies, continue to develop our technologies and technical expertise and respond to changing customer needs.DEVELOPMENT

~~THE LOSS~~Research OFand ~~THE~~development ~~SERVICES~~expenses OFfor ~~DR.~~the ~~MICHAEL~~quarters ~~COWPLAND~~ended September 30, MR2019 and 2018 were $47,323 and $67,063, respectively. ~~JAMES~~On ~~STECHYSON~~a ~~AND~~year-to- date ~~OTHER~~basis, ~~KEY~~research ~~PERSONNEL~~and ~~COULD~~development ~~NEGATIVELY~~expenses ~~AFFECT~~decreased ~~OUR~~from ~~BUSINESS~~$119,525 for the first half of fiscal 2019 to $99,742 for the first half of fiscal 2020 and are reflective of decreased investment in research and development labour.

~~We currently~~NET depend heavily on the services of Dr. Michael Cowpland and Mr. James Stechyson. The loss of the services of Dr. Cowpland, Mr. Stechyson or other key personnel could affect our performance in a material and adverse way.INCOME

~~OUR~~Net income ~~INTERNAL~~for ~~CONTROLS~~the ~~OVER~~quarter ~~FINANCIAL~~was ~~REPORTING~~$162,265 ~~ARE~~as ~~NOT~~compared ~~EFFECTIVE~~to a net loss of $107,952 for the quarter ended September 30, 2018. On a year-to-date basis net income was $57,317 as compared to a net income of $546,578 for the same period in fiscal 2019. The decrease in net income is due mainly to the adoption of FASB 2016-01 and the unrealized gain on equity securities of $608,343 that was recognized in fiscal year 2019.

We did not have effective internal control procedures in place at March 31, 2018, when we evaluated our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. This could affect the reliability of our consolidated financial statements. We are attempting to remedy our weaknesses but as a small company we have limited resources to employ for this purpose. See item 15 of this our Form 20-F for the year ended March 31, 2019 for additional information on our attempts to rectify our weaknesses. The reduction of the risk will require additional expenses and use of management's time.

OUR STRATEGIC DIRECTION IS EVOLVING, WHICH COULD NEGATIVELY AFFECT OUR FUTURE RESULTS.

Since inception, our business model has evolved and is likely to continue to evolve as we refine our offerings and market focus. Prior to 2004, we focused on developing SMS products, in 2004 through to fiscal 2007 we focused on our SMS aggregation services. From fiscal 2008 to 2012, we focused on offering mobile content, applications development and the development of new IDE software. As at March 31, 2013 we have discontinued mobile content sales due to very low sales volume and have redirected resources related to mobile content to the continued development of our IDE software. We continue to evaluate opportunities and alternative strategies in a rapidly evolving market. We plan to leverage our intellectual capital, core technologies and other business assets to focus on new strategic directions and attempt to maximize shareholder value. Changes to our business may not prove successful in the short or long term and may negatively impact our financial results.

~~WE OPERATE~~LIQUIDITY ~~IN RAPIDLY EVOLVING MARKETS,~~ AND ~~OUR~~CAPITAL ~~BUSINESS MODEL CONTINUES TO EVOLVE, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS.~~RESOURCES

~~Our~~At ~~potential~~September ~~for future profitability must be considered in the light of the risks~~30, ~~uncertainties~~2019, ~~and~~ZIM ~~difficulties~~had ~~encountered~~cash ~~by companies that are in rapidly evolving markets~~ and ~~continuing~~cash toequivalents ~~innovate~~of ~~with~~$429,202 ~~new~~ and ~~unproven~~working ~~technologies~~capital orof ~~services~~$679,320, as ~~well~~compared ~~as undergoing significant change. In addition~~ to ~~the~~cash ~~other risks we describe in this section, some of these risks relate to our potential inability to attract~~ and ~~retain~~cash ~~unique and sought after technology; to control expenditures and to respond quickly and appropriately to~~equivalents ~~industry~~of ~~developments~~$506,524 ~~including rapid technological change; changes in customer requirements;~~ and ~~new~~working ~~products~~capital ~~introduced~~of ~~into our~~$652,488 ~~markets~~at byMarch ~~our competitors. If we do not effectively address the risks we face~~31, ~~we may not achieve profitability~~2019.

~~IF WE~~Cash ~~ARE~~flows ~~UNABLE~~for TOthe ~~MANAGE~~fiscal ~~THE~~periods ~~INTEGRATION~~were OFas ~~ANY ACQUIRED BUSINESSES, OUR FINANCIAL CONDITION AND OPERATING RESULTS MAY BE ADVERSELY AFFECTED.~~follows:

A failure to effectively manage the integration of any acquisitions we may make may adversely affect our business and financial condition. Any acquisition that we make will place significant demand on management, technical and other resources.

	Six months ended September 30, 2019			Six months ended September 30, 2018
		$			$
Cash flows generated by (used in) operating activities		(47,978	)		117,950
Cash flows used in investing activities		(6,576	)		(6,054	)
Cash flows provided by financing activities		—			—

WEAt ~~HAVE~~September ~~AFFILIATED~~30, ~~SHAREHOLDERS~~2019, ~~WHO~~the ~~CAN~~Company ~~SUBSTANTIALLY~~had ~~INFLUENCE~~a ~~THE~~working ~~OUTCOME~~capital OFline ~~ALL~~from ~~MATTERS~~its ~~VOTED~~principal ~~UPON~~banker BYfor ~~OUR~~approximately ~~SHAREHOLDERS~~$37,756 ~~AND~~in ~~WHOSE~~addition ~~INTERESTS~~to a cash and ~~MAY~~cash ~~NOT~~equivalent BEbalance ~~ALIGNED~~of ~~WITH~~$429,202. ~~YOURS~~Management believes that these funds, together with cash from on-going operations, may not be sufficient to fund existing operations for the next 12 months. Management is currently investigating and evaluating options that may include recapitalization of the Company and pursuing other ventures of a different nature.

~~The beneficial~~Future ~~ownership~~liquidity ofand ~~our~~cash ~~Chief~~requirements ~~Executive~~will ~~Officer~~depend ~~and~~on ~~related~~a ~~parties~~wide inrange ~~our~~of ~~outstanding~~factors, ~~shares~~including isthe ~~approximately~~level ~~53%.~~of ~~All~~success ~~directors~~the ~~and~~Company has in executing ~~executive~~its ~~officers~~strategic plan as awell ~~group~~as (5its ~~persons)~~ability ~~beneficially~~to ~~hold~~maintain ~~6,155,424~~business ofin ~~our~~existing ~~common~~operations ~~shares,~~and ~~which~~its ~~totals~~ability ~~approximately~~to ~~75%~~raise ~~of ownership~~additional financing. If AsZIM’s aexpenses ~~result,~~surpass ~~our~~the ~~insiders~~funds ~~are~~available ~~able~~or toif ~~substantially~~ZIM ~~influence~~requires ~~all~~additional ~~matters~~expenditures ~~requiring~~to grow the ~~approval~~business, ofthe ~~our shareholders,~~Company ~~including~~may ~~the~~be ~~election~~unable ofto ~~directors~~obtain the necessary funds and ~~the~~ZIM ~~approval~~may ofhave ~~significant~~to ~~corporate~~curtail ~~transactions~~or ~~such~~suspend assome ~~acquisitions.~~or ~~This~~all ~~concentration~~ of ~~ownership~~its ~~could~~business ~~delay~~operations, ~~defer~~which would orlikely ~~prevent~~have a ~~change~~material inadverse ~~control~~effect oron ~~otherwise~~its ~~impede~~business arelationships, ~~merger~~financial orresults, ~~other~~financial ~~business~~condition ~~combination~~and ~~that~~prospects, ~~our~~as ~~Board~~well ofas ~~Directors~~on orthe ~~other~~ability of shareholders ~~may~~to ~~view~~recover ~~favorably~~their investment.

~~RISKS~~OFF-BALANCE ~~RELATED~~SHEET ~~TO THE INDUSTRIES IN WHICH WE OPERATE~~ARRANGEMENTS

~~INTENSE COMPETITION~~The ~~IN THE MOBILE SERVICES AND DATABASE MARKETS COULD PREVENT US FROM INCREASING OR RETAINING SUBSCRIPTIONS FOR OUR SERVICES~~Company ORdoes ~~CAUSE~~not UShave TOany ~~LOSE~~off-balance ~~MARKET~~sheet ~~SHARE~~arrangements.

~~Our future~~SUBSEQUENT business model for database applications depends on our ability to sell our products and service offerings in an extremely competitive and rapidly changing market. Our competitors may have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, more developed infrastructures, greater name recognition or more established relationships in the industry than we have. Our competitors may be able to adopt more aggressive pricing policies, develop and expand their service offerings more rapidly, adapt to new or emerging technologies and changes in customer requirements more quickly, take advantage of acquisitions and other opportunities more readily, achieve greater economies of scale, and devote greater resources to the marketing and sale of their services than we can. Because of these competitive factors and due to our relatively small size and financial resources, we may be unable to compete successfully.EVENTS

~~CONSOLIDATION~~On October IN15, ~~THE~~2019, ~~INDUSTRIES~~Spiderwort INInc. ~~WHICH~~completed WEa ~~OPERATE~~qualifying ~~COULD~~equity ~~LEAD~~financing TOin ~~INCREASED~~an ~~COMPETITION~~amount ~~AND~~greater ~~LOSS~~that OF$3,000,000 ~~CUSTOMERS~~Canadian dollars. NuvoBio automatically converted securities in Spiderwort to Class B voting common shares at a price of 80% of the financing price. This represents an unrealized gain of 25% or $2,500 Canadian dollars ($1,888 United States dollars).

The mobile industry has experienced substantial consolidation. We expect this consolidation to continue. These acquisitions could adversely affect our business and results of operations in a number of ways, including the following:

~~Our~~ITEM ~~distribution~~3 ~~partners~~– ~~could~~QUANTITATIVE ~~acquire~~AND orQUALITATIVE beDISCLOSURES ~~acquired~~ABOUT byMARKET ~~one of our competitors and terminate their relationships with us;~~RISKS

Our distribution partners could merge with each other, which could reduce our ability to negotiate favorable terms;

Competitors could improve their competitive positions through strategic acquisitions; and

Companies from whom we acquire content could acquire or be acquired by one of our competitors and stop licensing content to us, or gain additional negotiating leverage in their relationships with us.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Each member of our Board of Directors is elected for a three-year term. The term of all Directors will expire in September 2019.

The following sets forth information concerning our executive officers and directors, including their ages, present principal occupations, other business experience during the last five years, memberships on committees of the Board of Directors and directorships in other companies:

NAME	AGE	POSITION WITH ZIM
Dr. Michael Cowpland	76	President, Chief Executive Officer, and Director
John Chapman	55	Chief Financial Officer / Consultant
Steven Houck	49	Director
James Stechyson	54	Director
Donald Gibbs	73	Director

John Chapman has served as our Chief Financial Officer since November 2007 and has provided consulting services to the Company since July 2007. Mr. Chapman provides virtual CFO consulting services to various companies. From 2003 to 2005, Mr. Chapman held the positions of Director of Finance and Program Management Office at Amdocs Canadian Managed Services. From 1988 to 2003, Mr. Chapman held various positions at Bell Canada and BCE companies in the areas of Finance, Human Resources and Engineering. He received a Bachelor of Technology (Mechanical Engineering) from Ryerson Polytechnical Institute in 1988 and a Master of Business Administration from the University of Ottawa in 1999. Mr. Chapman is a member of, and holds professional designations, with the Association of Professional Engineers of Ontario, the Institute of Certified Management Consultants of Ontario and the Society of Management Accountants of Ontario (CPA, CMA).

Steven Houck has served as a Director of ZIM since April 2001. Currently, Mr. Houck is Chief Operating Officer of DataCore Software, a company that develops storage virtualization software. Until recently, Mr. Houck also held the position of Chief Executive Officer of GRIDTREE Inc., a technology company headquartered in Miami, Florida providing enterprise class IT services to the small to medium sized business market. Previously Mr. Houck was the Vice President of Latin America at VMware, a developer of software for the virtualization market. Prior to working at VMware Mr. Houck was Vice President of World Wide SMB Sales at EMC Corporation, a developer and provider of information infrastructure technology and solutions. During 2004 and 2005, Mr. Houck worked as a consultant for various start-up companies. From 1995 to early 2004, Mr. Houck held various positions with Corel Corporation including Executive Vice President of World Wide Sales. Prior to his service to Corel, he founded Worldview Technologies, a company specializing in multimedia design and authoring and served as its CEO until 1995. He attended Florida State University and Florida Atlantic University.

James Stechyson has served as a Director and Chairman of ZIM since June 1, 2003. He also served as a Director of ZIM Technologies beginning in January 1998 and was appointed into the position of Chairman in May 2001. Mr. Stechyson is also currently Managing Director of HostedBizz Inc., a company delivering cloud computing infrastructure services. From September 2002 until 2003, Mr. Stechyson served as the President of ClearOne Communications Canada a subsidiary of ClearOne Communications a global provider of audio & video conferencing solutions. From 1990 to September 2002, he was the President of OM Video, a company specializing in the design, sales and systems integration of professional audio/visual technologies.

Donald R. Gibbs has been a Director of ZIM since July 2003. He also serves as the Chairman of ZIM's Audit Committee. Mr. Gibbs is currently a consultant and Chairman of DRG & Associates in Ottawa, Ontario. Previously, he was an advisor to The Pythian Group and until June 1st, 2018, was the Chief Operating Officer and Chief Financial Officer of The Pythian Group. From April 2015 until May 2016 Mr. Gibbs held the position of Chief Financial Officer of Tweed Marijuana Inc. Prior to Tweed, Mr. Gibbs was Chief Executive Officer of AirIQ between June 2008 and April 2015. From April 2007, to June 2008, Mr. Gibbs was the Chief Executive Officer of Tarquin Inc. Since July of 2004, Mr. Gibbs has been the Chairman and Chief Executive Officer of Process Photonics Inc. From June 2001 to April 2004, Mr. Gibbs was the President and Chief Executive Officer of Original Solutions Inc. He is also the principal of his own consulting company, Donald R Gibbs and Associates which provides financial and management assistance to start-up corporations. Since 1970, Mr. Gibbs has held senior financial and executive positions in Mitel Corporation, Cognos Inc., Gandalf Systems Corporation, Positron Fiber Systems Inc., Gorilla Capital Inc., VIPswitch Inc. and Original Solutions Inc. Mr. Gibbs received his Bachelor of Commerce degree from the University of Ottawa and holds a professional designation as a CPA, CMA.

EMPLOYEES

As at March 31, 2019, we had 6 employees (5 as at March 31, 2018 and 6 as at March 31, 2017), with all 5 employees in technical areas including technical support and research and development. We consider our relations with our employees to be excellent, and none of our employees are covered by a collective bargaining agreement. ZIM also contracts services from 4 consultants on a part-time basis.

Of these employees, 5 are based in Ottawa, Canada.

COMMITTEES OF THE BOARD OF DIRECTORS

We have an Audit Committee and a Compensation Committee. ZIM does not have a Nominating Committee. In the absence of such a committee, the Board as a whole considers individuals to recommend to the Board for inclusion among management's nominees and considers corporate governance issues. The Board will consider director candidates recommended by shareholders of the Company if the name and qualifications of such candidates are presented to the Board in a timely manner. The membership term for Board and Board Committee members is 3 years.

The Audit Committee's functions include evaluating, and recommending to the Board the engagement of the independent registered public accounting firm, reviewing the results of their audit findings, and monitoring on a periodic basis our internal controls over financial reporting. The Audit Committee has a formally approved written charter. The Audit Committee consists of Donald Gibbs (Chairman) and Steven Houck. Mr. Gibbs is the Audit Committee’s “audit committee financial expert,” as defined in Item 16A of Form 20-F, and he is “independent” under the NASDAQ Listing Rules. Mr. Houck replaced James Stechyson as a member of the audit committee effective June 24, 2009. The Audit Committee held four meetings during the fiscal year ended March 31, 2018.

The Compensation Committee’s functions include evaluating compensation for directors, officers, employees of and consultants to the Company, and making recommendations to the Board regarding such compensation matters. The Compensation Committee has a formally approved written charter. The Compensation Committee currently consists of James Stechyson and Steven Houck. The Compensation Committee did not hold a meeting during the fiscal year ended March 31, 2018.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

Our Board of Directors has adopted a Code of Ethics that qualifies as a “code of ethics” within the meaning of such term in Form 20-F and applies to our Chief Executive Officer and our Chief Financial Officer, as well as to other senior management and senior financial staff of ZIM, including, without limitation, our comptroller and person performing such function, and complies with the requirements imposed by the Sarbanes-Oxley Act of 2002 and the rules issued thereunder for codes of ethics applicable to such officers. Our Board has reviewed and will continue to evaluate its role and responsibilities with respect to the new legislative and other requirements of the Securities and Exchange Commission. Interested persons can obtain a copy of our Code of Ethics without charge by writing to: Investor Relations c/o 150 Isabella Street, Suite 150, Ottawa, Ontario K1S 1V7 or by visiting our web-site at www.ZIM.biz.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Philosophy

We design all of our compensation programs to retain and as necessary attract key employees who are motivated to achieve growth in technology. Our program has been kept simple due to the size of our staff and our lack of performance measurements. Our programs are designed to reward performance based on team and individual performances. Due to the size of our organization, our executive compensation programs impact all employees because these programs help establish expectations for our general approach to rewards. The Company encourages our business leaders to work together to create a high performance environment that is reinforced by constant attention to individual’s goals and expectations.

We believe that the performance of the executives in managing our company should be considered in light of general economic and specific company, industry and competitive conditions. We believe that our compensation programs for our executives should reflect our success as a management team and in attaining an increased value for shareholders. We also believe that individual performance should be evaluated annually and considered in compensation decisions.

Overview of Compensation and Process

Elements of compensation for our executives include: salary and stock option grants and health, disability and life insurance. Our Compensation Committee consists of Messrs Stechyson and Houck. It generally meets as required to review any changes to the compensation plans for the next year. In fiscal 2018, there were no changes to the plan, no bonuses and no changes to the salary levels for executives, and as a result, there were no Compensation Committee meetings.

Due to the size of the organization, the Compensation Committee is aware of all the elements of each executive’s total compensation over each of the past three years, as well as a comparison to the compensation of other executive officers in an appropriate market comparison group. Typically, our Chief Executive Officer recommends compensation changes with respect to the executive officers who report to him. The Chief Executive Officer has no salary so there have been no compensation recommendations to the compensation committee with respect to him. All option grants to the executives in the organization are approved by our Board of Directors at the time of grant. The Compensation Committee has the authority to accept or adjust any recommendations.

We choose to pay each element of compensation in order to attract and retain the necessary executive talent, reward annual performance and provide incentive for their balanced focus on long-term strategic goals as well as short-term performance. The amount of each element of compensation is determined by or under the direction of the Compensation Committee, which uses the following factors to determine the amount of salary and other benefits to pay each executive:

Performance in the previous year;

Difficulty of achieving desired results in the coming year;

Value of their unique skills and capabilities to increase the performance of the Company;

Performance of their general management responsibilities; and

Contribution as a member of the management team.

These elements fit into our overall compensation objectives by helping to secure the future potential of our operations, facilitating our entry into new markets, providing proper compliance and regulatory guidance, and helping to create a cohesive team.

Our policy for allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain personnel, while providing stock option incentives to maximize long-term value for our Company.

Base Salary and Bonus

It is the goal of the Compensation Committee to establish salary compensation for our executive officers based on our comparable peer companies. We believe that this gives us the opportunity to attract and retain appropriate managerial employees both at the senior executive level and below.

Equity Incentives

A significant goal of our compensation is to afford our executives (and employees) an opportunity to participate in our performance through stock option grants. The Compensation Committee considers factors such as the ability for the Company to attract, motivate and retain qualified individuals and to align their success with that of the Company’s Shareholders through the achievement of strategic corporate objectives and creation of shareholder value. The level of equity incentives paid to an individual is based on the individual’s overall experience, responsibility, performance and base salary.

Factors also considered are the equity incentives offered for similar positions in the high tech industry and other labor markets in which the Company competes for employees. The Compensation Committee compares remuneration for executive officers of the Company to the remuneration for similar executives in relevant labor markets.

Perquisites

We limit the perquisites that we make available to our executive officers. Our executives are not entitled to any benefits that are not otherwise available to all of our employees.

Post-Employment Compensation

We do not provide pension arrangements or post-retirement health coverage for our executives or employees. Our executive officers are eligible to participate in our registered retirement savings plan.

Summary Compensation Table

The table below provides detailed information on the compensation of the Chief Executive Officer and the Chief Financial Officer of ZIM for services rendered for the fiscal years ended March 31, 2019, 2018 and 2016. No executive officer or employee received compensation in excess of $100,000 for the fiscal year ended March 31, 2019.

Name and principal position	Year	Salary/ Consulting Payments ($)	Option Awards ($)(1)	Shares ($)	Total ($)
Michael Cowpland, President and Chief Executive Officer	2017 2018 2019	- - -	- - -	1,085 58 -	1,085 58 -
John Chapman, (Chapman CFO Resources Inc.) Chief Financial Officer	2017 2018 2019	17,245 12,178 12,821	- - -	869 - -	18,114 12,178 12,821

(1) Represents the compensation expense incurred by the Company for the years ended March 31, 2016, March 31, 2018, and March 31, 2019 respectively, relating to outstanding stock options held by the named executive officers (“NEOs”), determined in accordance with ASC 718 using the assumptions described under “Stock Options” in Note 2 to the Company’s consolidated financial statements included in this Form 20-F, provided that no forfeitures of awards have been assumed for the NEOs. All options vest immediately upon option grant.

COMPENSATION OF DIRECTORS

Non-employee members of the Board of Directors are reimbursed for reasonable travel expenses related to attendance at Board meetings. No other fees are paid for attendance at meetings of the Board or their Committees. Each director is also awarded for his first year of service as a director, 10,000 stock options to purchase common shares at fair market value at date of the option grant. In addition, non-employee members of the Board of Directors are eligible to receive option grants as determined by the Board of Directors.

The following table shows compensation of our non-employee directors for the fiscal year ended March 31, 2019.

Name	Option Awards ($)(1)		Common Shares ($)		Total ($)
Steven Houck		685		—		685
James Stechyson		—		—		—
Donald Gibbs		383		—		383

(1) Represents the compensation expense incurred by the Company for the years ended March 31, 2019, relating to outstanding stock options held by the named executive officers (“NEOs”), determined in accordance with ASC 718 using the assumptions described under “Stock Options” in Note 3 to the Company’s consolidated financial statements included in this Form 20-F, provided that no forfeitures of awards have been assumed for the NEOs. All options vest immediately upon option grant.

Refer to Item 7 for share ownership information with respect to the Company’s directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

ZIM established the Employee Stock Option Plan, which was approved by our shareholders on November 19, 2003, to promote the interests of the Company and our shareholders by using investment interests in the Company to attract, retain and motivate our directors, officers, employees and other persons, to encourage and reward their contributions to the performance of the Company, and to align their interests with the interests of the Company's shareholders.

Securities authorized for issuance under equity compensation plans at March 31, 2019 are as follows:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted average exercise price of outstanding options, warrants and rights ($)		Number of securities remaining available for future issuance under equity compensation plans, excluding the securities reflected in the first column
Equity compensation plans approved by security holders		170,250	(1)		0.0697		1,168,400
Total		170,250			0.0697		1,168,400

(1) Represents ZIM common shares issuable upon the exercise of options outstanding under ZIM's Employee Stock Option Plan.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

A. Major Shareholders

The following table sets forth, as of June 30, 2019, the number and percentage of our outstanding common shares which are beneficially owned, directly or indirectly, by:

= Each person who is known to us as the beneficial owner of 5% or more of our outstanding common shares; = Each director and executive officer of ZIM Corporation; and = All directors and executive officers of ZIM Corporation as a group.

Beneficial ownership includes shares over which the indicated person has sole or shared voting or investment power and shares which he or she has the right to acquire within 60 days of June 30, 2018. Unless otherwise indicated, the persons listed are deemed to have sole voting and investment power over the shares beneficially owned.

			Common shares
Name	Address	Title	Number		Percentage
Michael Cowpland(1)	234 Perley Court, Ottawa, Ontario	President and CEO		4,305,877		52.9	%
James Stechyson(2)	5597 Goddard Street Manotick, Ontario	Director		1,468,500		18.0	%
Advanced Telecom Services(3)	996 Bold Eagle School Road, Suite 1105, Wayne, PA	N/A		500,000		6.1	%
John Chapman (CHAPMAN CFO Resources Inc.)(4)	30 Holitzner Way Ottawa, Ontario	Chief Financial Officer		195,047		2.4	%
Steven Houck (5)	401 Hillview Avenue, Palo Alto, CA 94304	Director		95,500		1.2	%
Donald Gibbs (6)	104 Maple Crest Lane, Perth, Ontario, Canada,K7H, 3C7	Director		90,500		1.1	%

All directors and executive officers as a group (5 persons) beneficially hold 6,155,424 common shares, which totals 74.8% of ownership.

Applicable percentage of ownership is based upon 8,136,348 common shares outstanding as of June 30, 2019, together with applicable options for such shareholder or group. Shares of common stock subject to options currently exercisable or exercisable within 60 days of June 30, 2019 are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage of any other person.

	(1)	The beneficial ownership of Michael Cowpland consists of 3,639,126 common shares owned directly by Dr. Cowpland. In addition, Dr. Cowpland’s ownership includes 225,936 common shares owned by Dr. Cowpland's spouse and 439,690 common shares owned by a company controlled by Dr. Cowpland's spouse. Dr. Cowpland disclaims beneficial ownership of the shares held by his spouse and the company controlled by his spouse. In addition, Dr. Cowpland has a right to acquire 1,125 common shares, under stock options that are currently exercisable or are exercisable within 60 days of June 30, 2019.
	(2)	The beneficial ownership of James Stechyson consists of 1,468,500 common shares. 22,500 shares are owned directly by Mr. Stechyson and 1,446,000 are owned by a company controlled by Mr. Stechyson. In addition, Mr. Stechyson has a right to acquire 1,500 common shares, under stock options that are currently exercisable or are exercisable within 60 days of June 30, 2019.
	(3)	The beneficial ownership of Advanced Telecom Services Inc. consists of 500,000 common shares owned directly.
	(4)	The beneficial ownership of John Chapman consists of 195,047 common shares. The shares assigned to Mr. Chapman are held by CHAPMAN CFO Resources Inc. in which Mr. Chapman is the controlling shareholder.
	(5)	The beneficial ownership of Steven Houck consists of 50,000 common shares owned directly by Mr. Houck and 45,500 common shares, which he has a right to acquire under stock options that are currently exercisable or are exercisable within 60 days of June 30, 2019.
	(6)	The beneficial ownership of Donald Gibbs consists of 50,000 common shares owned directly by Mr. Gibbs and 40,500 common shares, which he has a right to acquire under stock options that are currently exercisable or are exercisable within 60 days of June 26, 2019.

The Board of Directors has determined that all directors who served on the Board during fiscal year 2019, other than Dr. Michael Cowpland and Mr. James Stechyson, are or were “independent” under NASDAQ Listing Rules. The Board has further determined that the members of the Audit Committee also meet the additional independence requirements of the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission.

The services of John Chapman, our Chief Financial Officer, are provided through a contractual relationship with CHAPMAN CFO Resources Inc., a company owned 50% by Mr. Chapman and controlled by Mr. Chapman. The total cash and option compensation provided to CHAPMAN CFO Resources Inc. for the services provided by Mr. Chapman are detailed in “Executive Compensation” above.

Change in Ownership of Shareholders Owning More Than 5%:

On February 22, 2016, 342,501 shares were issued to Dr. Michael Cowpland, 6,000 shares were issued to a holding company controlled by Mr. James Stechyson on approval of the Board of Directors.

On November 17, 2016, 31,793 shares were issued to Dr. Michael Cowpland, 156,500 shares were issued to a holding company controlled by Mr. James Stechyson on approval of the Board of Directors.

On February 28, 2017, 500 shares were issued to Dr. Michael Cowpland on approval of the Board of Directors.

On November 22, 2017, 11,000 shares were issued to Dr. Michael Cowpland on approval of the Board of Directors.

On November 22, 2017, 5,000 shares were issued to a holding company controlled by Mr. James Stechyson on approval of the Board of Directors.

FINANCIAL STATEMENTS

Board of Directors and Shareholders of ZIM Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of ZIM Corporation (the Company) as of March 31, 2019 and 2018, and the related consolidated statements of income (loss) and comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2019 and 2018, and the results of its consolidated operations and its consolidated cash flows for each of the years in the three-year period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit as at March 31, 2019 of $20,622,106 and has a history of operating losses prior to the year ended March 31, 2019 which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

We have served as the Company’s auditor since 2015

/s/ MNP LLP

---------------------------------------------

MNP LLP

Chartered Professional Accountants, Licensed Public Accountants

Ottawa, Canada

July 25, 2019

ZIM Corporation and Subsidiaries Consolidated Balance Sheets
(Expressed in US dollars)
	March 31, 2019			March 31, 2018
ASSETS	$			$
Current assets
Cash and cash equivalents		506,524			418,507
Accounts receivable, net of allowance for doubtful accounts of $8,560 and $10,064 as of March 31, 2019 and 2018		59,631			38,463
Investment tax credits receivable		171,204			131,220
Other tax credits		35,351			82,997
Prepaid expenses		27,911			25,595
		800,621			696,782
Investments		709,047			117,109
Equipment, net		20,799			24,334
		1,530,467			838,225
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		36,802			9,057
Accrued liabilities		21,487			19,041
Deferred revenue		89,844			60,224
		148,133			88,322
Shareholders' equity:
Preferred shares, no par value, non-cumulative
dividend at a rate to be determined by the Board of Directors redeemable for CDN $1 per share. Unlimited authorized shares; NIL issued and outstanding shares at March 31, 2019 and 2018.		—			—
Common shares, no par value,
Unlimited authorized shares; 8,136,348 shares issued and outstanding as at March 31, 2019 and 8,136,348 shares as at March 31, 2018.		19,491,842			19,491,842
Additional paid-in capital		2,963,912			2,962,105
Accumulated deficit		(20,622,106	)		(21,325,620	)
Accumulated other comprehensive loss		(451,314	)		(378,425	)
		1,382,334			749,902
		1,530,467			838,225
Refer to Going Concern Note 2 The accompanying notes are an integral part of these consolidated financial statements.

ZIM Corporation and Subsidiaries

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in US Dollars)

	Year ended March 31, 2019			Year ended March 31, 2018			Year ended March 31, 2017
	$			$			$
Revenues
Mobile		122,638			108,485			188,654
Software		117,533			34,435			90,452
Software maintenance and consulting		459,878			360,322			391,795
Total revenue		700,049			503,242			670,901
Operating expenses
Cost of revenue		20,588			15,774			18,600
Selling, general and administrative		521,794			542,688			677,325
Research and development (net)		72,120			49,031			76,243
Total operating expenses		614,502			607,493			772,168
Income (loss) from operations		85,547			(104,251	)		(101,267	)
Other income:
Dividends from investments		—			—			9,008
Gain on disposal of investment		—			45,758			582
Gain on revaluation of investment		604,013			—			—
Interest income, net		13,956			15,591			22,229
Total other income		617,969			61,349			31,819
Income (loss) before income taxes		703,516			(42,902	)		(69,448	)
Income tax expense		—			—			—
Net income (loss)		703,516			(42,902	)		(69,448	)
Other comprehensive income (loss), net of tax of nil
Foreign currency translation adjustment		(72,890	)		(5,781	)		(32,570	)
Comprehensive income (loss)		630,626			(48,683	)		(102,018	)
Basic and diluted income (loss) per share*		0.086			(0.005	)		(0.009	)
Weighted average number of shares outstanding – basic and diluted		8,136,348			8,126,222			7,973,352
* The basic and diluted loss per share for the prior years have been adjusted to reflect the impact of the share consolidation, on the basis of one post-consolidation common share for every twenty pre-consolidation common shares, which was accounted for as a reverse stock split effective on January 19, 2017.
The accompanying notes are an integral part of these consolidated financial statements.

ZIM Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity

(Expressed in US Dollars)

	Number of common shares issued *			Common shares			Additional paid-in-capital		Accumulated deficit			Accumulated other comprehensive loss			Total shareholders’ equity
					$			$		$			$			$
Balance as at March 31, 2016		7,890,493			19,484,482			2,960,789		(21,213,270	)		(340,074	)		891,927
Shares issued in lieu of compensation		229,855			7,275											7,275
Stock options granted								1,059								1,059
Net loss										(69,448	)					(69,448	)
Foreign currency translation adjustment		(32,570	)		(32,570	)
Balance as at March 31, 2017		8,120,348			19,491,757			2,961,848		(21,282,718	)		(372,644	)		798,243

ZIM Corporation and Subsidiaries ZIM Corporation Consolidated Statements of Shareholders' Equity (Continued) (Expressed in US dollars)

	Number of common shares issued *		Common shares		Additional paid-in-capital		Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders’ equity
				$		$		$			$			$
Balance as at March 31, 2017		8,120,348		19,491,757		2,961,848		(21,282,718	)		(372,644	)		798,243
Shares issued in lieu of compensation		16,000		85										85
Stock options granted						257								257
Net loss								(42,902	)					(42,902	)
Foreign currency translation adjustment											(5,781	)		(5,781	)
Balance as at March 31, 2018		8,136,348		19,491,842		2,962,105		(21,325,620	)		(378,425	)		749,902

	Number of common shares issued *		Common shares		Additional paid-in-capital		Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
				$		$		$			$			$
Balance as at March 31, 2018		8,136,348		19,491,842		2,962,105		(21,325,620	)		(378,425	)		749,902
Stock options granted						1,807								1,807
Net income								703,516						703,516
Foreign currency translation adjustment											(72,890	)		(72,890	)
Balance as at March 31, 2019		8,136,348		19,491,842		2,963,912		(20,622,104	)		(451,316	)		1,382,334

* Effective January 19, 2017, ZIM undertook a corporate action to consolidate its outstanding common shares on the basis of one post-consolidation common share for every twenty pre-consolidation common shares. The accompanying notes are an integral part of the consolidated financial statements.

ZIM Corporation and Subsidiaries Consolidated Balance Sheets
Consolidated Statements of Cash Flows
(Expressed in US dollars)
	Year ended March 31, 2019			Year ended March 31, 2018			Year ended March 31, 2017
	$			$			$
OPERATING ACTIVITIES
Net income (loss)		703,516			(42,902	)		(69,448	)
Items not involving cash:
Depreciation of equipment		10,575			11,341			12,170
Gain on disposal of investment		—			(45,758	)		(582	)
Gain on revaluation of investment		(604,013	)		—			—
Stock-based compensation		1,807			342			8,334
Changes in operating working capital:
Decrease (increase) in accounts receivable		(21,168	)		43,225			(23,381	)
Decrease (increase) in investment tax credits		(39,984	)		37,743			112,681
Decrease (increase) in other tax credits		47,646			34,661			(33,006	)
Decrease (increase) in prepaid expenses		(2,316	)		(12,776	)		12,140
Increase (decrease) in accounts payable		27,745			(11,394	)		11,290
Decrease in accrued liabilities		2,446			(84	)		(22,393	)
Decrease in deferred revenue		29,620			(32,546	)		(18,199	)
Cash flows provided by (used in) operating activities		155,874			(18,147	)		(10,394	)
INVESTING ACTIVITIES
Purchase of equipment		(7,040	)		(11,917	)		(9,611	)
Proceeds from disposal of investment		—			45,758			582
Cash flows provided by (used in) investing activities		(7,040	)		33,841			(9,029	)
Increase (decrease) in cash and cash equivalents		148,834			(1,169	)		(52,641	)
Cash and cash equivalents, beginning of year		418,507			419,676			472,317
Effect of changes in exchange rates on cash and cash equivalents		(60,817	)		(16,863	)		(33,218	)
Cash and cash equivalents, end of year		506,524			418,507			419,676
The accompanying notes are an integral part of the consolidated financial statements.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

1 - NATURE OF OPERATIONS

COMPANY OVERVIEW

ZIM Corporation (“ZIM” or the “Company”) is a provider of software products and services for the database and mobile markets. ZIM products and services are used by enterprises in the design, development and management of business, database and mobile applications. ZIM also provides mobile content to the consumer market.

BUSINESS DEVELOPMENT

ZIM was formed under the laws of Canada on October 17, 2002, in order to purchase ZIM Technologies International Inc. (“ZIM Technologies”), which was formed in 1997 to acquire the software technology now called the ZIM Integrated Development Environment (the “ZIM IDE software”). On February 10, 2004, ZIM purchased UK-based short messaging service (“SMS”) firms EPL Communications Limited and E-Promotions Limited (together referred to as “EPL”). During the fiscal year ended March 31, 2006, EPL was dissolved and all operations were transferred to ZIM Corporation in Canada. ZIM is also the sole shareholder of ZIM Technologies do Brazil Ltda., a company incorporated in Brazil that distributes the ZIM IDE Software, and PCI Merge, Inc., a Florida based holding company with no operations. Until March 31, 2004, ZIM was the sole shareholder of ZIM Technologies, a Canadian federal corporation and the chief operating company of the ZIM group of companies. On April 1, 2004, ZIM Corporation and ZIM Technologies amalgamated into ZIM Corporation. On April 1, 2006, ZIM purchased a US-based mobile content company called Advanced Internet Inc. (“AIS”). In April 2016, ZIM incorporated a wholly owned subsidiary called GeneSpans Corporation. GeneSpans is focused on developing intellectual property and advancing research and development in the areas of new synthetic drugs and immunotherapies. Genespans name was changed to NuvoBio Corporation on August 25, 2016.

BUSINESS OF THE COMPANY

ZIM started operations as a developer and provider of database software known as ZIM IDE software. ZIM IDE software is used by companies in the design, development, and management of information databases and mission critical applications. The Company continues to provide this software and support services to its client base.

Beginning in 2002, the Company expanded its business to include opportunities associated with mobile products. Prior to fiscal 2007, the Company focused on developing products and services for the wireless data network infrastructure known as “SMS” or “text messaging”. Although SMS will continue to provide a minimal amount of revenue within the mobile segment of ZIM’s operations, with the acquisition of AIS, the Company shifted its corporate focus to include offering mobile content directly to end users. In fiscal 2008, ZIM added the ZIM TV service and in partnership with the International Table Tennis Federation (“ITTF”) provided development and hosting services for IPTV to ITTF end users. However, due to low sales volumes ZIM exited this market in fiscal 2009.

In fiscal 2019, ZIM continued to develop and sell enterprise database software to end users as well as maintain its SMS messaging business. At March 31, 2013 ZIM discontinued the sale of mobile content.

Also, in 2017, NuvoBio signed strategic partnerships and exclusive global licensing agreements with leading drug research institutes and companies. The Company is currently funding research and development projects in the following areas:

New peptide-derived inhibitors for therapeutic intervention against various cancer cell lines in the presence or absence of chemotherapeutics to characterize the in vivo effects of promising inhibitors; and

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

2 - GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States ("US GAAP").The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Although the company had a small operating income and positive cash flows from operations during the year ended March 31, 2019, the Company has incurred an accumulated deficit of $20,622,106 to date and has a history of operating losses and negative cash flows from operations in prior years. This raises substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities and commitments when due is dependent on the Company generating revenue sufficient to fund its cash flow needs. There is no certainty that this and other strategies will be sufficient to permit the Company to continue as a going concern.

Management is currently investigating and evaluating options that may include recapitalization of the Company and pursuing other ventures of a different nature.

The consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments could be necessary to the carrying values of the assets and liabilities, the reported revenue and expenses and the classifications used in the consolidated balance sheets. Such adjustments could be material.

3 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

PRINCIPLES OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The results of operations for acquisitions are included in these consolidated financial statements from the date of acquisition. Inter-company transactions and balances are eliminated upon consolidation.

USE OF ESTIMATES

The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. Estimates have been made by management in several areas, including, but not limited to, the realizability of accounts receivable and investments, the valuation allowance associated with deferred income tax assets, investment tax credits, the calculations supporting the revaluation of investments, expected useful life of equipment, the fair value calculation with respect to the stock options. Actual results may differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original term to maturity of three months or less to be cash equivalents.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are recorded at the invoiced amount net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the age of the receivable, the financial stability of the customer, discussions that may have occurred with the customer and management's judgment as to the overall collectability of the receivable from that customer. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to selling, general and administration accounts in the period of recovery.

REVENUE RECOGNITION

The Company derives revenue from two sources: enterprise software, including maintenance and consulting services and mobile services and applications. Enterprise software involves providing enterprise software for designing, developing and manipulating database systems and applications. Mobile services involve providing SMS applications and services. The Company presents revenues net of sales tax and other related taxes.

ENTERPRISE SOFTWARE REVENUE RECOGNITION

ZIM records revenues from the perpetual license of the Company's software products and the sale of related maintenance and consulting. The Company's standard license agreement provides a license to use the Company's products based on the number of licensed users. The Company may license its software in multiple element arrangements if the customer purchases any combination of maintenance, consulting or training services in conjunction with the license.

The Company recognizes revenue pursuant to the requirements of ASC 606, Revenue from Contracts with Customers. Revenue is recognized using the residual method when evidence of fair value exists for all of the undelivered performance obligations in the arrangement, but does not exist for one or more performance obligations. The Company allocates revenue to each undelivered performance obligation based on its respective fair value determined by the price charged when that performance obligation is sold separately. The Company defers revenue for the undelivered performance obligations and recognizes the residual amount of the arrangement fee, if any. The separate performance obligations of the arrangements are considered to be separate units of accounting.

The following steps are taken to recognize revenue:

1. Identification of the contract(s) with the customer(s).

2. Identify the performance obligations in the contract.

3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the Company satisfies the performance obligations.

The Company recognizes revenue from software license agreements at the point in time that the related performance obligation is satisfied, which is generally when the software key is delivered. Discounts are allocated among the various performance obligations on a pro-rata basis. If at the outset of an arrangement the Company determines that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes fixed or determinable.

Collectability is assessed based on the collection history of the client, current economic trends, customer concentrations and customer credit worthiness. Delivery of the software has occurred once the customer has accepted the product or has been provided with permanent keys to the file transfer protocol ("FTP") site. If an arrangement allows for customer acceptance of the software or services, the Company defers revenue recognition until the earlier of customer acceptance or when the acceptance right lapses.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

MAINTENANCE AND CONSULTING REVENUE RECOGNITION

Maintenance revenues are recognized using a time-based approach equally over the term of the maintenance contract. The liability relating to the received but unearned portion of maintenance revenues is recognized as deferred revenues.

Consulting revenue, which represents services provided on a per diem basis to customers, is recognized as the services are performed as there are no customer acceptance provisions involved in these types of arrangements. Consulting revenue, which represents services provided on a fixed price basis to customers, is recognized upon achieving the related performance obligation.

In general, credit terms of 30 days are extended to customers with a small number of customers receiving longer payment terms based on the long-standing relationship with ZIM.

MOBILE REVENUE RECOGNITION

Aggregation services occur when ZIM sends messages from its content provider customers through mobile operators to end users on their cell phones. In this situation, the Company contracts with its customers that cannot connect directly to the mobile operators and with the third-party mobile operators or other aggregators directly for the transmission of the messages. The performance obligation is to transmit a message. Revenues are recognized in the month in which the performance obligation is satisfied, provided no significant ZIM obligations remain. We work with aggregators to provide delivery routes and receive statements and billing in real time. We prepay for message credits and bill customers for message delivery at the end of each month. We purchase service credits from the aggregators and bill our customers directly for the delivery of messages on a monthly basis.

RESEARCH AND DEVELOPMENT EXPENSES

Costs related to research, design and development of products and applications are charged to research and development expense as incurred. Software development costs are capitalized beginning when a product's technological feasibility has been established, which generally occurs upon completion of a working model, and ending when a product is available for general release to customers. All subsequent costs are expensed as incurred. To date, completing a working model of the Company's products and the general release of the products has substantially coincided. The Company has not capitalized any software development costs since such costs have not been significant.

The Company qualifies for scientific research and experimental development refundable investment tax credits. These credits are recorded as a reduction of research and development expense when it is more likely than not that the credits will be realized. Other non-refundable investment tax credits not utilized in the current year can be used to offset income taxes otherwise payable in future years.

TRANSLATION OF FOREIGN CURRENCIES

The Company's reporting currency is the US dollar and the functional currency is the Canadian dollar for ZIM Corporation and NuvoBio, US Dollar for AIS and Brazilian Reals for ZIM do Brazil.

Transactions denominated in currencies other than the functional currency of the Company or its subsidiaries are initially measured using the exchange rate in effect on the date of the transaction. At each balance sheet date, monetary assets and liabilities are remeasured into the functional currency using the exchange rate in effect on that date. Any foreign exchange gains or losses resulting from this remeasurement are recognized in the statement of income (loss) and comprehensive income (loss) of the respective entity for that period. For the years ended March 31, 2019, 2018, and 2017, the Company recognized a foreign exchange gain (loss) of $7,221, ($2,504), and ($1,246), respectively, in the accompanying consolidated statements of income (loss) and comprehensive income (loss) included in the selling, general and administrative expenses.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

The translation of the Company's financial statements and those of its subsidiaries from their respective functional currencies to the Company’s reporting currency is performed as follows: all assets and liabilities are translated into US dollars at the rate of exchange in effect at the balance sheet date. Equity transactions are translated at the exchange rate in effect at the date of the transaction. Revenues, expenses and cash flow amounts are translated at the weighted average exchange rates for the period. The resulting translation adjustments are included in accumulated other comprehensive income (loss) in shareholders' equity. The translation adjustments did not result in a tax impact.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. When necessary, a valuation allowance is recorded to reduce the tax assets to an amount for which realization is more likely than not. The effect of changes in tax rates is recognized in the period in which the rate change occurs.

The Company is subject to examination by taxing authorities in the jurisdictions of Canada, Brazil and the United States. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes being recognized in the accompanying consolidated financial statements.

EARNINGS PER SHARE

Basic earnings per share are computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share are calculated giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to such shares at the later of the beginning of the period or the issuance date. This method is used to determine the dilutive effect of common shares. The treasury stock method is used to determine the dilutive effect of warrants and stock options. The treasury stock method assumes that proceeds received from the exercise of in-the-money share purchase warrants and stock options are used to repurchase common shares at the average market price during the period.

STOCK OPTIONS AND GRANTS

Compensation cost for all stock-based awards is measured at fair value on the date of grant and recognized as compensation expense over the service period for awards expected to vest. Stock-based awards granted to consultants are measured at fair value on the grant date and compensation expense is recognized on the date at which the consultant's performance is complete which, for the Company, is on the date of grant.

The fair value of stock options is determined using the Black Scholes-Merton option pricing model. The expected dividend yield is based on historical dividend payouts, the expected volatility is based on historical volatilities of company stock (management believes that the historical volatility is an appropriate measure of expected volatility) for a period approximating the expected life; the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option; and the expected life represents the period of time the options are expected to be outstanding and is based on historical trends. The weighted average assumptions used in the computations are as follows:

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

	Year ended March 31, 2019			Year ended March 31, 2018			Year ended March 31, 2017
Risk-free interest rates		2.52	%		1.93	%		1.36	%
Expected volatility		120	%		433	%		206	%
Dividend yield		—			—			—
Expected life of options (years)		3.0			3.0			3.0

EQUIPMENT

Equipment is recorded at cost net of depreciation and any impairment losses. Depreciation is provided over the estimated useful lives of the underlying assets using the following methods and rates:

Computer equipment	40%	Declining balance
Software	40%	Declining balance
Office furniture and equipment	20%	Declining balance
Voice communications equipment	20%	Declining balance
Leasehold improvements	5 years	Straight line over the lesser of 5 years or the term of the underlying lease

IMPAIRMENT OF EQUIPMENT

Equipment is tested for impairment when evidence of a decline in value exists, and adjustments to estimated fair value are made if the asset is impaired. Whenever events or changes in circumstances indicate that the Company may not be able to recover the net book value of its productive assets, that the assets are deemed impaired and are to be written down to their estimated fair value through a charge to earnings. The guidance states that fair values may be estimated using discounted cash flow analysis or quoted market prices, together with other available information. The Company reviewed its property and equipment assets for impairment to determine if there were events or changes in circumstances that would indicate that the carrying amount of the assets may not be recoverable through future cash flows. It was determined that no impairment was evident.

INVESTMENTS

ZIM measures the value if its equity investments in privately-held companies, which do not have readily determinable fair values, using the alternative measurement basis permitted under Accounting Standards Update (“ASU”) 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. Under this alternative measurement basis, equity investments in privately-held companies without readily determinable fair values are measured at cost, less any impairments, plus or minus any adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. In the absence of observable price changes, the alternative measurement basis of cost less any impairments is used as a valuation methodology.

ACCOUNTING PRONOUNCEMENTS ADOPTED DURING THE YEAR

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (the ASU). Changes to the current GAAP model primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged. The classification and measurement guidance is effective for public business entities in fiscal years beginning after December 15, 2017. This standard was adopted on April 1, 2018 by applying the standard prospectively to its equity investments without readily determinable fair values since the Company has elected to use the alternative measurement approach. The effect of the adoption of this standard was an increase in the carrying value of the Equispheres investment at April 1, 2018 of $604,013 to a carrying value of $721,122.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718). The ASU provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a

share-based payment award. The ASU is effective for the annual reporting periods beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company has had no changes to its share-based payment awards and therefore the adoption of this standard had no impact on the consolidated financial statements of the Company.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU establishes the principles to report useful information to users of the financial statements about the nature, timing and uncertainty of revenue from contracts with customers. ASU 2015-14 deferred the effective date of the ASU for the annual reporting periods beginning after December 15, 2017. Early adoption is permitted, as per the original ASU. The company transitioned to ASC 606 using the modified retrospective approach. All new and renewed contracts in fiscal 2019 were reviewed to determine if any change to how revenue is recognized was warranted with the application of ASC 606. The analysis determined that the transition to ASC 606 has not had any significant effect on the amounts and timing of how the Company recognizes revenue.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company’s management believes that the impact of recently issued standards that are not yet effective will not have any significant impact on the consolidated financial statements upon adoption.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash. This will require entities to show the changes in the total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes become effective for fiscal years beginning after December 15, 2018. We are currently evaluating the impact ASU 2016-18 will have on our consolidated financial statements.

In August 2016 the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments. This provides guidance on presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes become effective for fiscal years beginning after December 15, 2018. We are currently evaluating the impact ASU 2016-15 will have on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Codification (“ASC”) Topic 842, Leases through ASU No. 2016-02. ASC Topic 842 requires a lessee to recognize all leases, including operating leases, on balance sheet via a right-of-use asset and lease liability, unless the lease is a short-term lease. All (or a portion of) fixed payments by the lessee to cover lessor costs related to ownership of the underlying assets, or executory costs, that do not represent payments for a good or service will be considered lease payments and reflected in the measurement of lease assets and lease liabilities by lessees. The new standard does not substantially change lessor accounting from current U.S. GAAP. The new standard also requires lessees and lessors to disclose more qualitative and quantitative information about their leases than current U.S. GAAP does. The standard is applied retrospectively, with elective reliefs. The new standard is effective for annual and interim reporting periods beginning after December 15, 2018 for a public business entity. Early adoption is permitted. We are currently evaluating the impact ASU 2016-02 will have and it is expected that the impact of the adoption of this standard will have no material impact on the Company’s consolidated financial statements.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

In June 2016, FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the ACL accounting model by requiring immediate recognition of management’s estimates of current expected credit losses (CECL). Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new standard is effective for annual and interim reporting periods beginning after December 15, 2019 for a public business entity. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 will have on the Company’s consolidated financial statements.

4 - ACCOUNTING FOR UNCERTAIN TAX POSITIONS

The Company recognizes any interest accrued related to unrecognized tax benefits in interest and penalties in income tax benefit in the consolidated statement of loss and comprehensive loss.

5 - ACCOUNTS RECEIVABLE

	March 31, 2019			March 31, 2018
		$			$
Trade accounts receivable		65,829			45,832
Allowance for doubtful accounts		(8,560	)		(10,064	)
Other		2,362			2,695
		59,631			38,463

6 – INVESTMENTS

Investments and long-term deposits	Investment Date	Value at Investment Date	2019	2018	Available For Sale
CP4H	June 29, 2012	187,367	-	-	No
HostedBizz	Dec. 31, 2013	1,005	-	-	No
Equispheres Inc.	August 26,2015	112,752	701,564	117,109	No
Spiderwort	August 24, 2018	7,725	7,483	-	No
Total		308,849	709,047	117,109

On April 30, 2016, ZIM Corporation made an equity investment in Equispheres Inc. The investment consisted of the purchase of 250,000 common shares at a price of $20,042.

On August 26, 2016, ZIM Corporation made an equity investment in Equispheres Inc. The investment consisted of the purchase of 500,000 common shares at a price of $91,948. Equispheres Inc. is an advanced materials company developing new technologies for the production of metallic particles for use in additive manufacturing.

On August 9, 2017, Connecting People for Health Co-operative Ltd. (CP4H) was acquired for an undisclosed amount. Various options to distribute the proceeds from the sale are being considered by the board of CP4H and will be finalized at a later date. ZIM has not recognized this transaction in its financial statements as of March 31, 2018. Once the distribution has been finalized ZIM will recognize its portion of the proceeds as a gain on the sale of assets.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

On February 9, 2018, ZIM sold 100,000 shares of HostedBizz to HostedBizz, for cancellation, for gross proceeds of $60,000 Canadian dollars ($45,758 United States dollars).

On August 24, 2018, NuvoBio Corporation made an investment in Spiderwort Inc. The investment consisted of the purchase of a $10,000 Canadian dollar ($7,725 US dollar) convertible promissory note and is accounted for at amortized cost. The note accrues simple interest of 5% per annum and upon a future equity financing of Spiderwort Inc. in an amount greater than $3,000,000 Canadian dollars all principal and accrued interest will convert into the equity securities of the financing at a price per security equal to 80% of the equity financing price per security. Spiderwort Inc. is an advanced materials company developing novel, plant derived, biomaterial that will offer new avenues in 3D in vitro research and in regenerative medicine.

7 - EQUIPMENT

March 31, 2019	Cost		Accumulated depreciation		Net book value
		$		$		$
Computer equipment		834,420		825,004		9,416
Software		80,585		77,668		2,917
Office furniture and equipment		178,682		176,362		2,320
Voice communications equipment		4,610		4,385		225
Leasehold improvements		124,787		118,866		5,921
		1,223,084		1,202,285		20,799

March 31, 2018	Cost		Accumulated depreciation		Net book value
		$		$		$
Computer equipment		865,864		850,561		15,303
Software		84,316		79,276		5,040
Office furniture and equipment		185,646		182,260		3,386
Voice communications equipment		4,810		4,520		290
Leasehold improvements		139,357		139,042		315
		1,279,993		1,255,659		24,334

Depreciation expense for the year ended March 31, 2019 was $7,810 ($11,341 and $12,170 for the years ended March 31, 2018 and 2017 respectively). These expenses are included in the cost of revenue account, the selling, general, and administrative expenses and the research and development account.

8 – LINE OF CREDIT

During fiscal 2019, a working capital line of credit, in the form of overdraft protection, was available at approximately $37,417 (equivalent to $50,000 Canadian, the Company’s functional currency) from the Company’s major financial institution. This credit facility is secured by the Company’s assets. Amounts can be drawn in Canadian funds on this credit facility and bear interest at the prime rate, as published by the Royal Bank of Canada, plus 2.15% (7.6% at March 31,2019). Amounts can also be drawn in United States of America funds on this credit facility and bear interest at the US Base Rate plus 2.15% (7.65% at March 31,2019).

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

In order to maintain the working capital line of credit the Company must maintain a Tangible Net Worth of greater than $150,000 Canadian dollars (equivalent to $112,250 US dollars) and a ratio of current assets to current liabilities greater than 1.10:1. The Company was in compliance with these covenants as at March 31, 2019.

As at March 31, 2019 nothing was drawn down on this line of credit. The line of credit does not have defined expiration or renewal dates.

9 – ACCRUED LIABILITIES

	March 31, 2019		March 31, 2018
		$		$
Employee related accruals		19,990		22,123
Trade		1,497		(3,082	)
		21,487		19,041

10 – COMMON SHARE ISSUE

The Company did not issue any common shares, except for those issued as compensation as described in notes 12 and 13, during the years ended March 31, 2019, March 31, 2018 or March 31, 2017 pursuant to the exercise of stock options by employees and the granting of stock for executive officers.

On November 12, 2009, the Board of Directors approved a share repurchase plan. Shares may be repurchased by the Company to a maximum of $200 per day and $12,000 per quarter. The repurchase program has no expiration date. As of March 31, 2019, no shares have been repurchased as part of this program.

On January 19, 2017, the Company undertook a corporate action to consolidate its outstanding common shares on the basis of one post-consolidation common share for every twenty pre-consolidation common shares. The share consolidation has been reflected retroactively in the consolidated financial statements.

11 – RELATED PARTY TRANSACTIONS

No remuneration has been recorded in these consolidated financial statements for the services of the Chief Executive Officer (CEO) for the fiscal years 2019, 2018 and 2017 except for the 11,000 post-consolidation shares of common stock, valued at $58, issued through the fiscal year 2018 and 32,293 post-consolidation shares of common stock, valued at $1,085, issued through the fiscal year 2017. The CEO is also a director and the controlling shareholder.

A director of the Company is a director and principal owner of a company that provides computing and hosting services to ZIM. During the fiscal year ending March 31, 2019 the Company paid $59,829 for these services (March 31, 2018 - $21,984, March 31, 2017 - $31,127). At March 31, 2019, included in accounts payable is $7,366 connected to these services as compared to $2,761 at March 31, 2018. From April 1, 2019 to May 31, 2019 the Company paid $5,118 for these services.

An Officer of the Company is the principal owner of a company that provides finance, accounting and bookkeeping services to ZIM. During the fiscal year ending March 31, 2019 the Company paid $12,821 for these services (March 31, 2018 - $12,178, March 31, 2017 - $17,245). At March 31, 2019, included in accounts payable is $2,854 connected to these services as compared to $894 at March 31, 2018. From April 1, 2019 to May 31, 2019 the Company paid $1,450 for these services.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

12 - STOCK BASED COMPENSATION

During the year ended March 31, 2019 and March 31, 2018, the Company issued common shares and options to employees and non-employees, and as a result, common shares and additional paid in capital has been increased by $1,807 and $342 respectively.

On November 22, 2017 Dr. Cowpland, Chief Executive Officer, was awarded a total of 11,000 post-consolidation shares of common stock in lieu of cash for services provided to the Company, valued at $58.

On November 22, 2017 a Company controlled by Mr. Stechyson, Chairman of the Board, received a total of 5,000 post-consolidation shares of common stock in lieu of cash for services provided to the Company, valued at $27.

At various times through fiscal year 2017 Dr. Cowpland received a total of 32,293 post-consolidation shares of common stock in lieu of cash for services provided to the Company, valued at $1,085.

At various times through fiscal year 2017 a Company controlled by Mr. Stechyson received a total of 156,500 post-consolidation shares of common stock in lieu of cash for services provided to the Company, valued at $5,321.

At various times through fiscal year 2017 a Company controlled by Mr. Chapman received a total of 41,063 shares of common stock in lieu of cash for services provided to the Company, valued at $869.

The increase in additional paid in capital is the value associated with the common shares issued and the vesting of options, which is recorded as compensation expense in the statement of loss and comprehensive loss as a part of selling, general and administrative expense.

Under ZIM’s Employee Stock Option Plan, the Company may grant options to its officers, directors and employees for up to 1,360,000 post consolidation common shares. As at March 31, 2019, 170,250 (March 31, 2018, 204,150) post consolidation options were outstanding under the Employee Stock Option Plan. Stock options are granted with an exercise price equal to the common share’s fair market value at the date of grant. Options are granted periodically, and both the maximum term of an option and the vesting period are set at the Board's discretion. All options granted in fiscal year 2019 vested on the day of the grant and have a three-year term. The expected life of the grants due to forfeitures and exercise of options is estimated based on recent history and is 3 years.

The Company recognized the following expense relating to stock options and grants:

	Year ended March 31, 2019		Year ended March 31, 2018		Year ended March 31, 2017
		$		$		$
Options compensation expense for employees		268		591		2,809
Options compensation expense for consultants		1,539		468		3,401
Stock grant compensation expense for consultants		—		869		3,986
Stock grant compensation expense for executive officers		—		6,406		44,867
Total expense		1,807		8,334		55,063

All options granted vested on the day of the grant resulting in the Company not having any non-vested awards as of March 31, 2019 or March 31, 2018.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

A summary of the status of the stock options is as follows:

	March 31, 2019 Number of options outstanding			March 31, 2018 Number of options outstanding
Options outstanding, beginning of year		204,150			225,500
Granted		79,250			48,500
Expired		(113,150	)		(69,850	)
Options outstanding, end of year		170,250			204,150

The number of outstanding share options granted have been adjusted for the effect of the share consolidation. All share options outstanding at March 31, 2019 are exercisable.

The following table represents a summary of the options outstanding as at March 31, 2019:

	Options outstanding and exercisable
Range of exercise prices	Number outstanding at March 31, 2019	Weighted average remaining contractual life
$		Years
0.000-0.015	91,000	2.06
0.015-0.040	41,250	0.50
0.040-0.080	38,000	2.90
	170,250	1.86

The weighted average grant-date fair value of options granted and vested in fiscal years 2019 and 2018 were $0.0169 and $0.00547 respectively.

As at March 31, 2019 there were 91,000 options in the money.

EMPLOYEE AND NON-EMPLOYEE OPTIONS

During the year ended March 31, 2019, 16,750 post-consolidation options were granted to employees. In the year ended March 31, 2018, 9,500 post-consolidation options were granted to employees.

During the year ended March 31, 2019, 62,500 post-consolidation options were granted to non-employees. In the year ended March 31, 2018, 39,000 post-consolidation options were granted to non-employees.

No options have been granted with exercise prices below the market price on the respective grant dates during the year ended March 31, 2019 or March 31, 2018.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

13 - INTEREST

	Year ended March 31, 2019			Year ended March 31, 2018			Year ended March 31, 2017
		$			$			$
Interest income		16,334			18,526			25,892
Interest expense		(2,378	)		(2,934	)		(3,663	)
Total		13,956			15,591			22,229

14 – CONTRACT LIABILITIES

	Years ended
	March 31, 2019			March 31, 2018
		$			$
Balance beginning of the year		60,224			92,770
Aggregate amount of revenue recognized		(365,455	)		(260,436	)
Contract liabilities recognized		395,075			227,890
Balance, end of year		89,844			60,224
		March 31, 2019			March 31, 2018
		$			$
Current portion		89,844			60,224

The opening balance of deferred revenue was $92,770 as of April 1, 2017 and is all current.

15 - INCOME TAXES

The Company recognizes in its consolidated financial statements the impact of a tax position if that position is more likely than not of not being sustained on an audit, based on the technical merits of the position.

The Company and its subsidiaries file income tax returns in Canadian, Brazilian and U.S. federal jurisdictions, and various provincial jurisdictions. The Company’s federal income tax returns are generally subject to examination for a period of three years after filing of the respective return in the U.S. and Canada and five years in Brazil.

Income tax expense varies from the amount that would be computed by applying the basic federal and provincial income tax rates to loss before taxes, as follows:

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

	Year ended March 31, 2019			Year ended March 31, 2018			Year ended March 31, 2017
		$			$			$
Tax Rate, comprised of a federal rate of 9.75% and a provincial rate of 3.50%		13.25	%		15.13	%		15.50	%
Expected Canadian Income Tax (Recovery)		83,562			(4,136	)		(10,764	)
Change in valuation allowance		(148,300	)		(102,732	)		107,243
Permanent differences		(39,088	)		(3,702	)		6,940
Change in tax rates Difference between Canadian and foreign tax rates		99,278 (30,102)			110,694 (12,690)			(75,293) (6,221)
Other		34,650			12,566			(21,905	)
		—			—			—

The change in valuation allowance for originating temporary differences and losses available for carry forward, is calculated using an expected deferred tax rate of 13.25%, based on the application of the Small Business Deduction. The rate at which such amounts may be realized as disclosed as part of a deferred tax asset and related valuation allowance takes into account the enacted tax rate decreases over the expected period of realization.

Refundable investment tax credits for research and development in Canada of $171,204 $124,234 and $171,457, and for the years ended March 31, 2019, March 31, 2018 and March 31, 2017, respectively is netted against research and development expense. The investment tax credits are subject to review and approval by taxation authorities and it is possible that the amounts granted will be different from the amounts recorded by the Company.

Deferred taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The Company’s deferred tax assets are as follows:

	March 31, 2019			March 31, 2018
		$			$
Losses available for carry forward		110,746			168,277
Property and equipment - differences in net book value and unamortized capital cost		69,560			116,545
Intangible assets - differences in net book value and tax basis		156,669			196,610
Unused scientific research and experimental development amounts deductible and investment tax credits available for carry forward		701,305			814,830
Other		116,622			117,215
Gross deferred tax asset		1,154,902			1,413,477
Valuation allowance		(1,154,902	)		(1,413,477	)
Net deferred tax asset		—			—

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

The Company has federal and provincial non-capital losses available to reduce taxable income in Canada, which expire in the following years:

	Federal & Provincial
2026		451,224
2027		306,030
2037		135,284
2038		2,306
2039		15,800
		910,643

The Company has capital losses of $245,493, which are available indefinitely to reduce capital gains in future years as of March 31, 2019.

The losses in Brazil of $167,352 have an indefinite carryforward period. However, the losses can only be used to offset 30% of taxable income in any given year.

As at March 31, 2019, the Company had accumulated unclaimed federal and provincial scientific research and experimental development deductions of approximately $4,027,584 ($4,073,657 in 2018). This amount can be carried forward indefinitely to reduce income taxes payable in future years.

The Company has federal scientific research and experimental development credits available to reduce income taxes in Canada, which expire in the following years:

	2019				4,974
	2021				13,528
	2022				265,076
	2023				1,702
	2024				2,131
	2025 to 2033				9,329
					296,740

16 – INCOME (LOSS) PER SHARE

For the purposes of the income (loss) per share computation, the weighted average number of common shares outstanding has been used.

The following securities are considered "in the money" and could potentially dilute the basic income per share in the future but have not been included in diluted income per share because their effect was antidilutive:

			March 31, 2019				March 31, 2018				March 31, 2017
Stock options			91,000				—				—

Total post-consolidation options outstanding at March 31, 2019, 2018 and 2017 were 170,250, 204,150, and 225,500 respectively. Diluted loss per share for the years ended March 31, 2018 and 2017 is deemed to be identical to basic loss per share due to the losses incurred in those two years.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

17 - FINANCIAL RISKS

FOREIGN EXCHANGE RISK

The Company operates internationally, giving rise to significant exposure to market risks from ~~changes~~fluctuations ~~in foreign exchange rates. The Company’s financial assets are in the form of cash~~ and ~~cash equivalents held at institutions with high quality credit ratings. A hypothetical 10% change in~~ the ~~value~~degree of ~~one~~volatility ~~Brazilian real expressed in U.S. dollars during the year ended March 31, 2019 would have caused~~of anforeign ~~approximate~~exchange ~~$8,343 change in the Company’s net income for the fiscal year 2019~~rates. The Company is exposed to exchange risk due to the ~~timing~~following offinancial ~~the movement of funds between subsidiaries and the parent company related to the transfer pricing agreement and the pricing of contracts in non-functional currencies. Financial~~ instruments denominated in foreign ~~currencies that lead to~~ ~~foreign exchange risk when funds are moved include:~~currencies.

Cash and cash equivalents includes the following amounts in their source currency:

	March 31, 2019		March 31, 2018
	September 30, 2019		March 31, 2019
Canadian dollars		~~131~~237,~~463~~378		~~210~~131,~~939~~463
US dollars		~~153,406~~—		42153,~~374~~406
Brazilian reals		1,~~013~~039,~~757~~742		~~704~~1,~~236~~013,757

Accounts receivable include the following amounts receivable in their source currency:

	March 31, 2019		March 31, 2018
	September 30, 2019		March 31, 2019
Canadian dollars		44297,~~287~~115		1344,~~396~~287
US dollars		417,~~548~~452		~~210~~4,548
Brazilian reals		85164,~~476~~698		9285,~~325~~476

Accounts payable include the following amounts payable in their source currency:

	March 31, 2019		March 31, 2018
	September 30, 2019		March 31, 2019
Canadian dollars		4411,~~537~~221		~~11,029~~44.537
US dollars		311,~~275~~303		—3.275
Brazilian reals		772		~~1,670~~772

Accrued liabilities include the following accruals in their source currency:

	March 31, 2019		March 31, 2018
	September 30, 2019		March 31, 2019
Canadian dollars		2216,~~397~~445		1422,~~992~~397
Brazilian reals		1836,~~412~~483		2418,~~567~~412

The Company does not use derivative financial instruments to reduce its foreign exchange risk exposure.

CREDIT RISK

The Company is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments. Credit exposure is minimized by dealing with only creditworthy counterparties in accordance with established credit approval policies.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

Concentration of credit risk in accounts receivable is indicated below by the percentage of the total balance receivable from customers in the specified geographic area:

	March 31, 2019			March 31, 2018
Canada		55	%		27	%
North America, excluding Canada		8	%		1	%
South America		37	%		72	%
		100	%		100	%

One customer accounted for approximately 28% of revenue for the year ended March 31, 2017 with $12,031 in accounts receivable on March 31, 2017, one customer accounted for approximately 22% of revenue for the year ended March 31, 2018 with $7,772 in accounts receivable on March 31, 2018 and one customer accounted for approximately 24% of revenue for the year ended March 31, 2019 with nil in accounts receivable on March 31, 2019.

	September 30, 2019			March 31, 2019
Canada		80	%		55	%
North America, excluding Canada		6	%		8	%
South America		14	%		37	%
		100	%		100	%

FAIR VALUE ~~OF FINANCIAL INSTRUMENTS~~

The carrying values of cash and cash equivalents, accounts receivable, ~~and~~investment tax credits receivable, lines of credit, accounts payable and accrued liabilities approximate their fair value due to the relatively short periods to maturity of the instruments.

18KEY –PERSONNEL ~~COMMITMENTS AND CONTINGENCIES~~RISK

~~OPERATING~~We currently ~~LEASE~~depend ~~COMMITMENTS~~heavily on the services of Dr. Michael Cowpland and Mr. James Stechyson. The loss of the services of Dr. Cowpland and Mr. Stechyson and other key personnel could affect our performance in a material and adverse way.

~~The Company has the following financial commitments related to minimum rent expenses for facilities:~~15

	$
2020	12,662
2021	2,110
Total	14,772

ITEM 3 – 2019 ANNUAL GENERAL MEETING

~~For~~The ~~the~~Annual ~~year~~Meeting ~~ended~~of ~~March~~Shareholders ~~31,~~of ~~2019,~~ZIM ~~facilities~~Corporation ~~expense~~(ZIM ~~was~~or ~~$39,113~~the ~~($69,777~~Company) ~~for~~was held at the ~~year~~offices ~~ended~~of ~~March~~ZIM 31at 150 Isabella Street, ~~2018~~Suite ~~and~~150, Ottawa, ~~$90~~Ontario,~~899~~ ~~for~~Canada ~~the~~K1S ~~year ended~~1V7, ~~March~~on 31Thursday, ~~2017).~~September ~~The~~23, ~~lease~~2019, ~~was~~beginning ~~renewed~~at ~~for~~11:00 3a.m. ~~years~~At ~~and~~the 2meeting ~~months~~votes inwere ~~March~~taken ofwith regard ~~2017.~~to the following proposals:

~~OTHER~~1. To re-elect four directors to the Board of Directors for a three-year period; 2. To ratify the appointment of MNP LLP as the Company’s registered public accounting firm; and 3. To transact such other business as may properly come before the meeting or any adjournment thereof.

~~The Company~~Shareholders isof ~~committed~~record toat ~~pay~~the anclose ~~unrelated~~of ~~third~~business ~~party~~on ~~$75~~August 19,~~000~~ ~~upon~~2019, were entitled to vote at the ~~listing~~meeting. The notice of ~~ZIM~~the ~~Corporation’s~~meeting ~~common~~and ~~shares~~the accompanying management proxy circular were mailed to shareholders on aor ~~national~~about ~~securities exchange~~August 26, 2019.

19The duly -appointed ~~SUPPLEMENTAL~~Inspectors ~~CASH~~of ~~FLOW~~Election ~~DISCLOSURE~~reported and certified the results of ballots cast as:

	Year ended March 31, 2019			Year ended March 31,2018
		$			$
Interest paid		(2,378	)		(2,934	)
Income taxes paid		—			—
Investment tax credit on research and development received		171,204			131,220

PROPOSAL 1: Election of the following director nominees to serve for the following three years and until their successors are elected:

	FOR		AGAINST
Michael Cowpland:		6,272,598	3,715
James Stechyson:		6,272,598	3,715
Steven Houck:		6,272,598	3,715
Donald Gibbs:		6,272,598	3,715

~~ZIM~~PROPOSAL 2: ~~Corporation~~Ratification ~~and~~of ~~Subsidiaries~~the ~~Notes~~appointment toof ~~Consolidated~~MNP ~~Financial~~LLP ~~Statements~~as ~~For~~ the ~~Year~~Company’s ~~Ended~~registered ~~March~~public ~~31,~~accounting ~~2019~~firm ~~(Expressed~~for inthe USfiscal ~~dollars)~~year ending March 31, 2020.

20 - SEGMENT REPORTING

FOR				AGAINST				ABSTAIN
	6,275,093				1,210				10

~~The~~No ~~Company operates in two reportable segments based on product differentiation: mobile and enterprise software. Mobile applications involve providing SMS and~~ other ~~content applications and services for mobile devices. Enterprise software involves providing enterprise~~ ~~software~~business ~~for~~was ~~designing,~~proposed ~~developing~~or ~~and~~conducted ~~manipulating~~at ~~database~~the ~~systems and applications~~meeting.

The Company considers all revenues and expenses to be of an operating nature and accordingly, allocates them to the segments. Costs specific to a segment are charged directly to the segment. Company operating expenses are allocated to either of the segments based on gross revenues. Significant assets of the Company include working capital, an investment and equipment. The accounting policies of the reportable segments are the same as those described in the summary of the significant accounting policies.16

The following table sets forth external revenues, cost of revenues (including depreciation expense), operating expenses (including depreciation expense) and other amounts attributable to these segments:

Year ended March 31, 2019	Mobile			Software, Maintenance and Consulting			Total
		$			$			$
Revenue		122,638			577,411			700,049
Cost of revenue		2,071			18,517			20,588
Gross margin		120,567			558,894			679,461
Allocation of operating expenses		105,387			488,527			593,914
Allocation of interest income		(2,476	)		(11,480	)		(13,956	)
		102,911			477,047			579,958
Net income		17,656			81,847			99,503
Revaluation of investments								(604,013	)
Net income								703,516

Year ended March 31, 2018	Mobile			Software, Maintenance and Consulting			Total
		$			$			$
Revenue		108,485			394,757			503,242
Cost of revenue		2,886			12,888			15,774
Gross margin		105,599			381,869			487,468
Allocation of operating expenses		128,183			463,536			591,719
Allocation of gain on sales of assets		(3,377	)		(12,214	)		(15,591	)
Allocation of dividend income		(9,912	)		(35,846	)		(45,758	)
		114,893			415,477			530,370
Net loss		(9,294	)		(33,608	)		(42,902	)

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

Year ended March 31, 2017	Mobile			Software, Maintenance and Consulting			Total
		$			$			$
Revenue		188,654			482,247			670,901
Cost of revenue		3,939			14,661			18,600
Gross margin		184,715			467,586			652,301
Allocation of operating expenses		213,391			541,177			753,568
Allocation of gain on sale of assets		(165	)		(417	)		(582	)
Allocation of dividend income		(2,551	)		(4,576	)		(9,008	)
Allocation of interest income, net		(6,295	)		(15,934	)		(22,229	)
		204,381			517,368			721,749
Net loss		(19,666	)		(49,782	)		(69,448	)

The following table sets forth total assets used by each segment:

TOTAL ASSETS	March 31, 2019		March 31, 2018
		$		$
Mobile		268,115		180,698
Software		1,262,352		657,527
Total assets		1,530,467		838,225

The following tables set forth external revenues and long-lived assets attributable to geographic areas. External revenues are based on the location of the customer:

	March 31, 2019		March 31, 2018
		$		$
Long-lived assets
Canada		19,220		22,616
Brazil		1,579		1,718
Total long-lived assets		20,799		24,334

Total Revenue	Year ended March 31, 2019		Year ended March 31, 2018		Year ended March 31, 2017
		$		$		$
United States		235,592		34,076		47,057
Europe		—		—		5,885
Brazil		170,056		218,436		245,475
Canada		41,464		141,511		181,415
Singapore		22,775		108,485		188,596
Austria		130,163		735		2,473
Total revenue		700,049		503,242		670,901

Management evaluates each segment’s performance based upon revenues and gross margins achieved.

ZIM Corporation and Subsidiaries Notes to Consolidated Financial Statements For the Year Ended March 31, 2019 (Expressed in US dollars)

21 – SUBSEQUENT EVENTS

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZIM Corporation

Registrant

DATE	SIGNATURE
August 12, 2019	/s/ Dr. Michael Cowpland Dr. Michael Cowpland, President and Chief Executive Officer
November 4, 2018	/s/ Dr. Michael Cowpland Dr. Michael Cowpland, President and Chief Executive Officer

DATE	SIGNATURE
August 12, 2019	/s/ John Chapman John Chapman, Chief Financial Officer
November 4, 2018	/s/ John Chapman John Chapman, Chief Financial Officer

47 17

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