Biotricity (BTCY) S-1/A 5 May 17 2016 FY IPO registration (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	BIOTRICITY INC.
Document Type	S1
Document Period End Date	Dec. 31, 2016
Trading Symbol	btcy
Amendment Flag	false
Entity Central Index Key	1,630,113
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	17,209,052
Entity Public Float		$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

Biotricity, Inc. - Balance Shee

Biotricity, Inc. - Balance Sheets - USD ($)		Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash		$ 20,659	$ 410,601
Harmonized sales tax recoverable		9,939	36,291
Deposits and other receivables		3,916	39,202
Total Current Assets		34,514	486,094
NON-CURRENT ASSETS
Deposits and other receivables		33,000	33,000
Total Assets		67,514	519,094
Current Liabilities:
Accounts payable and accrued liabilities	[1]	1,315,995	413,273
Convertible promissory note	[2]	1,308,712	783,778
Derivative liabilities	[3]	1,511,358	561,220
TOTAL LIABILITIES		4,136,065	1,758,271
Stockholders' Deficiency
Preferred stock	[4]	1	1
Common stock	[5]	26,255	25,000
Shares to be issued	[6]	200,855
Additional paid-in capital		12,478,520	7,982,598
Accumulated other comprehensive loss		(264,577)	(18,002)
Accumulated deficit		(16,509,605)	(9,228,774)
TOTAL STOCKHOLDERS' DEFICIENCY		(4,068,551)	(1,239,177)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		67,514	519,094
Commitments	[7]
Subsequent Events	[8]
[1]	See Note 5
[2]	See Note 6
[3]	See Note 7
[4]	$0.001 par value; 10,000,000 shares authorized as at December 31, 2016 (December 31, 2015: 1,000,000), 1 share issued and outstanding as at December 31, 2016 and 2015, respectively. [Note 8]
[5]	$0.001 par value; 125,000,000 authorized as at December 31, 2016 (December 31, 215: 100,000,000), 17,139,589 issued and outstanding common shares as at December 31, 2016 and 15,876,947 shares issued and outstanding at December 31, 2015 and exchangeable shares as of 9,123,031 as at December 31, 2016 and 2015. [Note 8]
[6]	77,463 shares of common stock [Note 8]
[7]	See Note 11
[8]	See Note 12

Statement of Financial Position

Statement of Financial Position - Parenthetical - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	1,000,000
Preferred Stock, Shares Issued	1	1
Preferred Stock, Shares Outstanding	1	1
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	125,000,000	100,000,000
Common Stock, Shares Issued	17,131,589	15,876,947
Common Stock, Shares Outstanding	17,131,589	15,876,947

Biotricity, Inc. - Statements o

Biotricity, Inc. - Statements of Operations and Comprehensive Loss - USD ($)		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Income Statement
Revenue
Expenses:
General and administrative expenses	[1]	3,883,076	3,986,550
Research and development expenses		1,089,472	1,143,453
Total Operating Expenses		4,972,548	5,130,003
Accretion expense	[2]	974,871	59,875
Change in fair value of derivative liabilities	[3]	1,333,412	(4,026)
Net loss before income taxes		(7,280,831)	(5,185,852)
Income taxes	[4]
Net loss		(7,280,831)	(5,185,852)
Translation adjustment		(246,575)	(35,313)
Comprehensive loss		$ (7,527,406)	$ (5,221,165)
Loss per share, basic and diluted		$ (0.29)	$ (0.24)
Weighted average number of common and exercisable shares outstanding		25,813,228	21,852,834
[1]	See Notes 8 and 10
[2]	See Note 6
[3]	See Note 7
[4]	See Note 9

Biotricity, Inc. - Statements 5

Biotricity, Inc. - Statements of Stockholders' (Deficiency) Equity - USD ($)	Total	Preferred Stock	Common Stock	Shares to be issued (Common)	Additional Paid-in Capital	Accumulted Other Comprehensive (loss) Income	Accumulated Deficit
Balance, Value at Dec. 31, 2014	$ 343,896		$ 22,028		$ 4,347,478	$ 17,311	$ (4,042,922)
Balance, Shares at Dec. 31, 2014		1	22,028,425
Exercise of warrants for cash, Value	707,196		$ 898		706,298
Exercise of warrants for cash, Shares			897,750
Cancellation of shares, Value	(89)		$ (1,317)		1,228
Cancellation of shares, Shares			(1,316,700)
Stock based compensation	2,257,953				2,257,953
Issuance of warrants for services	672,749				672,749
Exercice of stock option plan, Value	283		$ 3,391		(3,108)
Exercice of stock option plan, Shares			3,390,503
Translation adjustment	(35,313)					(35,313)
Net loss	(5,185,852)						(5,185,852)
Balance, Value at Dec. 31, 2015	(1,239,177)	$ 1	$ 25,000		7,982,598	(18,002)	(9,228,774)
Balance, Shares at Dec. 31, 2015		1	24,999,978
Exercise of warrants for cash, Value	105,500	$ 1	$ 131		105,369
Exercise of warrants for cash, Shares			131,365
Stock based compensation	405,058
Issuance of warrants for services	474,232				474,232
Translation adjustment	(246,575)					(246,575)
Net loss	(7,280,831)						(7,280,831)
Conversion of convertible notes, Value	2,907,912		$ 913		2,906,999
Conversion of convertible notes, Shares			912,652
Issuance of shares for services, Value	604,475		$ 211		604,264
Issuance of shares for services, Shares			210,625
Stock based compensation - ESOP	405,058				408,058
Shares to be issued, Value	200,855			$ 200,855
Shares to be issued, Shares				77,463
Balance, Value at Dec. 31, 2016	$ (4,068,551)	$ 1	$ 26,255	$ 200,855	$ 12,478,520	$ (264,577)	$ (16,509,605)
Balance, Shares at Dec. 31, 2016		1	26,254,620	77,463

Biotricity, Inc. - Statements 6

Biotricity, Inc. - Statements of Cash Flows - USD ($)		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Cash flow from operating activities:
Net loss		$ (7,280,831)	$ (5,185,852)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		405,058	2,257,953
Issuance of shares for services		805,329
Issuance of warrants for services		474,232
Accretion expense and day one derivative loss		974,871	59,875
Change in fair value of derivative liabilities	[1]	1,333,412	(4,026)
Fair value of warrants issued			672,749
Changes in operating assets and liabilities:
Harmonized sales tax recoverable		27,841	25,437
Deposits and other receivables		38,267	(77,740)
Accounts payable and accrued liabilities		838,182	287,629
Net Cash used in operating activities		(2,383,639)	(1,963,975)
Cash flows from financing activities:
Issuance of shares
Proceeds from exercise of warrants		105,500	707,196
Proceeds from issuance of convertible notes, net of issuance costs		2,074,700	1,289,149
Proceeds from issuance of stock options			283
Net Cash provided by financing activities		2,180,200	1,996,628
Effect of foreign currency translation		(186,503)	(70,651)
Net decrease in cash during the year		(203,439)	32,653
Cash, beginning of year		410,601	448,599
Cash, end of year		20,659	$ 410,601
Supplemental disclosure with respect to cash flows:
Conversion of convertible notes into common stock		$ 2,906,999
[1]	See Note 7

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Dec. 31, 2016
Notes
1. Nature of Operations	1. NATURE OF OPERATIONS Biotricity, Inc. (formerly MetaSolutions, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada. Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. On February 2, 2016, the Company entered into an exchange agreement with 1061806 BC LTD. (“Callco”), a British Columbia corporation and wholly owned subsidiary (incorporated on February 2, 2016), 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia (“Exchangeco”), iMedical, and the former shareholders of iMedical (the “Exchange Agreement”), whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account certain shares pursuant to the Exchange Agreement as further explained in Note 9 to the consolidated financial statements. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse takeover transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedical’s assets and liabilities and commenced operations through iMedical. As a result of the Share Exchange, iMedical is now a wholly-owned subsidiary of the Company. This transaction has been accounted for as reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to February 2, 2016 are those of iMedical and are recorded at the historical cost basis. After February 2, 2016, the Company’s consolidated financial statements include the assets and liabilities of both iMedical and the Company and the historical operations of both after that date as one entity.

2. Basis of Presentation and Me

2. Basis of Presentation and Measurement and Consolidation	12 Months Ended
	Dec. 31, 2016
Notes
2. Basis of Presentation and Measurement and Consolidation	2. BASIS OF PRESENTATION AND MEASUREMENT AND CONSOLIDATION The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated.

3. Going Concern

3. Going Concern	12 Months Ended
	Dec. 31, 2016
Notes
3. Going Concern	3. GOING CONCERN The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses from operations and as at December 31, 2016 has a working capital deficiency of $4,101,551 (December 31, 2015: $1,272,177) and an accumulated deficit of $16,509,605 (December 31, 2015: $9,228,774). Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional debt or equity investment in the Company. Management is pursuing various sources of financing. On October 31, 2015, the Company engaged an agent to act as exclusive financial advisor to the Company with respect to assisting the Company in its capital raising efforts as well as assisting the Company in the review of potential financing alternatives available to it and to provide recommendations with respect to the options available to it for meeting its capital needs. Under the engagement agreement, the agent will represent the Company as the sole or lead placement agent, underwriter, book-runner or similar representation in its efforts to obtain financing of up to $12 million in the form of a private placement, public offering, whether in one or a series of transactions, in a private or public offering of equity, convertible debt or equity, equity linked securities or any other securities (as explained in Notes 6, 8 and 12). The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence.

4. Summary of Significant Accou

4. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Notes
4. Summary of Significant Accounting Policies	4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2016 and 2015. Foreign Currency Translation The functional currency of the Canadian based company is the Canadian dollar and the US based company is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, deposits and other receivables, convertible promissory notes, derivative liabilities, and accounts payable. The Company's cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Convertible Notes Payable and Derivative Instruments The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Recently Issued Accounting Pronouncements The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. In March 2016, the Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the consolidated financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations.

5. Accounts Payable and Accrued

5. Accounts Payable and Accrued Liabilities	12 Months Ended
	Dec. 31, 2016
Notes
5. Accounts Payable and Accrued Liabilities	5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at December 31, 2016 ($) As at December 31, 2015 ($) Trade accounts payable $823,595 $274,055 Accrued liabilities 337,400 139,218 Advances from investors 155,000 - $1,315,995 $413,273 Trade accounts payable include $100,292 (2015: $71,190) due to an entity owned by a shareholder and executive of the Company. The payable balance arose primarily due to consulting charges. The payable is unsecured, non-interest bearing and due on demand. Additionally, accrued liabilities include $171,902 (2015: nil) due to the same shareholder and executive of the Company in his capacity as an employee. This amount includes an accrued executive bonus relating to 2016 performance of $150,000 and other amounts owing to the individual in his capacity as an employee of the Company (i.e. vacation pay, car allowance). Advances from investors represents funds received from investors prior to year-end in connection with the Bridge Notes offering for which final subscriptions were not executed at December 31, 2016. Subsequent to year end, this amount formed part of the additional $225,000 in convertible notes that consummated the convertible notes offering (see Note 12).

6. Convertible Promissory Notes

6. Convertible Promissory Notes	12 Months Ended
	Dec. 31, 2016
Notes
6. Convertible Promissory Notes	6. CONVERTIBLE PROMISSORY NOTES Pursuant to a term sheet offering of up to $2,000,000, during the year ended December 31, 2015, the Company issued convertible promissory notes to various accredited investors amounting to $1,368,978 in face value. These notes had a maturity date of 24 months and carried an annual interest rate of 11%. The note holders had the right to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of common stock any time until the note was fully paid. The note had a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price was to reset to 75% of the future financing pricing. These notes did not contain prepayment penalties upon redemption. These notes were secured by all of the present and after acquired property of the Company. However, the Company could force conversion of these notes, if during the term of the agreement, the Company completed a public listing and the Common Share price exceeded the conversion price for at least 20 consecutive trading days. At the closing of the Notes, the Company issued cash (7%) and warrants (7% of the number of Common Shares into which the Notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. The warrants have a term of 24 months and a similar reset provision based on future financings. Pursuant to the conversion provisions, in August 2016, the Company converted the promissory notes, in the aggregate face value of $1,368,978, into 912,652 shares of common shares as detailed below. The fair value of the common shares was $2,907,912 and $1,538,934 was allocated to the related derivative liabilities (see Note 7) and the balance to the carrying value of the notes. Accreted value of convertible promissory notes as of December 31, 2015 $ 783,778 Accretion expense 585,200 Conversion of the notes transferred to equity (1,368,978) Face value of convertible promissory notes as of December 31, 2016 $ - In March 2016, the Company commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes. As at December 31, 2016, the Company issued to various investors notes in the aggregate face value of $2,230,000 (the “Bridge Notes”). The Bridge Notes have a maturity date of 12 months and carry an annual interest rate of 10%. Interest expense of $196,650 for the year ended December 31, 2016 is included in general and administrative expenses (2015: $32,837). In addition, interest accrual of $100,426 is included in accrued liabilities as at December 31, 2016 (2015:$nil). The Bridge Notes principal is paid in cash and all outstanding accrued interest is converted into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. All the outstanding principal and accrued interest shall convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the Forced Conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company will also issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company's common stock equal to the quotient obtained by dividing the outstanding balance by 2.00. In connection with the Bridge Notes offering, the Company incurred a brokerage commission expense of $155,300. During the year ended December 31, 2016: Face value of convertible promissory notes issued $ 2,230,000 Day one derivative loss recognized during the year 26,309 Discount recognized at issuance due to embedded derivatives (1,155,659) Financing costs (155,300) Accretion expense 363,363 Accreted value of convertible promissory notes as of December 31, 2016 $ 1,308,712 The embedded conversion features and reset feature in the notes and broker warrants have been accounted for as a derivative liability based on FASB guidance (see Note 7).

7. Derivative Liabilities

7. Derivative Liabilities	12 Months Ended
	Dec. 31, 2016
Notes
7. Derivative Liabilities	7. DERIVATIVE LIABILITIES In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase its common stock. In certain circumstances, these options or warrants are classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, the Company’s current common stock price and expected dividend yield, and the expected volatility of the Company’s common stock price over the life of the option. The derivative liabilities arising from convertible promissory notes/warrants and related issuance of broker warrants are as follows: Convertible Notes Broker Warrants Total Derivative liabilities as at December 31, 2015 $ 480,952 $ 80,268 $ 561,220 Derivative fair value at issuance (note 6) 1,155,660 - 1,155,660 Transferred to equity upon conversion of notes (Notes 6 and 8) (1,538,934) (1,538,934) Change in fair value of derivatives 1,325,972 7,440 1,333,412 Derivative liabilities as at December 31, 2016 $ 1,423,650 $ 87,708 $ 1,511,358 The lattice methodology was used to value the derivative components, using the following assumptions at issuance and during the year ended December 31, 2016: Assumptions 2016 2015 Dividend yield 0.00% 0.00% Risk-free rate for term 0.44% – 0.62% 0.33% – 0.72% Volatility 101% – 105% 98% – 100% Remaining terms (Years) 0.21 – 1.0 1.72 – 2.0 Stock price ($ per share) $1.49 and $3.00 $2.00 The projected annual volatility curve for valuation at issuance and period end was based on the comparable company’s annual volatility. The Company used market trade stock prices at issuance and period end date.

8. Stockholders' Deficiency

8. Stockholders' Deficiency	12 Months Ended
	Dec. 31, 2016
Notes
8. Stockholders' Deficiency	8. STOCKHOLDERS’ DEFICIENCY Authorized stock In contemplation of the acquisition of iMedical on February 2, 2016, the Company’s Board of Directors and shareholders approved the increase in authorized capital stock from 100,000,000 shares of common stock to 125,000,000 shares of common stock, with a par value of $0.001 per share, and from 1,000,000 shares of preferred stock to 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As at December 31, 2016, the Company is authorized to issue 125,000,000 (December 31, 2015 – 100,000,000 ) shares of common stock ($ 0.001 par value) and 10,000,000 (December 31, 2015 – 1,000,000 ) shares of preferred stock ($0.001 par value). Exchange Agreement As explained in detail in Note 1 to the consolidated financial statements, with the closing of the Acquisition Transaction on February 2, 2016: · Biotricity’s sole existing director resigned and a new director who is the sole director of the Company was appointed to fill the vacancy; · Biotricity’s sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 shares of outstanding common stock, resigned from all positions and transferred all of his shares back for cancellation; · The existing management of the Company were appointed as executive officers; and · The existing shareholders of the Company entered into a transaction whereby their existing common shares of the Company were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricity’s common stock, or (b) shares of Biotricity’s common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricity’s common stock that constitute 90% of Biotricity’s issued and outstanding shares. In addition, effective on the closing date of the acquisition transaction: · Biotricity issued approximately 1.197 shares of its common stock in exchange for each common share of the Company held by the Company shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly the Company issued 13,376,947 shares; · Shareholders of the Company who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. Accordingly the Company issued 9,123,031 exchangeable shares; · Each outstanding option to purchase common shares in the Company (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1; · Each outstanding warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 · Each outstanding advisor warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Advisor Warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and · The outstanding 11% secured convertible promissory notes of the Company were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of Biotricity at a 25% discount to purchase price per share in Biotricity’s next offering. Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. At December 31, 2016 and December 31, 2015 there were 17,131,589 and 15,876,947, respectively, shares of common stock issued and outstanding. Additionally, as of December 31, 2016, there were 9,123,031 outstanding exchangeable shares. There is currently one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. Out of outstanding common stock of 26,254,260 as at December 31, 2016, 288,248 are held in escrow and subject to forfeiture (see Note 12) in the event the Company does not raise at least $6 million by May 2, 2017 with provisions for pro rata adjustments for the financing raised so far. Issued and outstanding stock a) Share issuances During May 2015, the Company repurchased 1,316,700 (1,100,000 Pre-Exchange Agreement) of its outstanding common shares at cost from a former director. These shares were cancelled upon their repurchase. During the year ended December 31, 2016, as explained in Note 6, the Company issued 912,652 shares of common stock in connection with the conversion of notes. During the year ended December 31, 2016, the Company issued an aggregate of 210,625 shares of common stock to six consultants. $604,475 representing the fair value of the shares issued was charged to operations. An additional 77,463 shares are to be issued, subsequent to year-end, in connection with commitments relating to the December 31, 2016 year end, $200,855 representing the fair value of these shares charged to operations. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance. During the year ended December 31, 2016, the Company issued an aggregate of 131,365 shares of its common stock upon exercise of warrants and received $105,500 of exercise cash proceeds. b) Warrant exercises During March and May 2015, 598,500 (500,000 pre-Exchange Agreement) warrants were exercised at a price of $0.84 ($1.01 pre-Exchange Agreement) per share and the Company received gross cash proceeds of $500,584 (net proceeds of $470,758). In connection with the proceeds received, the Company paid in cash $35,420 as fees and issued 41,895 (35,000 pre-Exchange Agreement) broker warrants which were fair valued at $5,594 and were allocated to cash with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life of 365 days, dividend yield of 0%, stock price of $0.84 ($1.01 pre-Exchange Agreement), a risk free rate ranging from 0.04% to 1.07% and expected volatility of 94%, determined based on comparable companies historical volatilities. During August and September 2015, 299,250 (250,000 pre-Exchange Agreement) warrants were exercised at a price of $0.88 ($1.05 pre-Exchange Agreement) per share and the Company received gross cash proceeds of $253,800 (net proceeds of $236,438). In connection with the proceeds received, the Company paid in cash $17,362 as fees and issued 20,947 (17,500 pre-Exchange Agreement) broker warrants which were fair valued at $14,627 and were allocated to cash with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life of 24 months, a risk free rate ranging from 0.04% to 1.07%, stock price of $2 and expected volatility in the range of 98% to 100%, determined based on comparable companies historical volatilities. c) Warrant issuances During September and October 2015, the Company entered into agreements for the issuance for a total of 724,185 (605,000 pre-Exchange Agreement) warrants against services, entitling the holders to purchase one common share against each warrant at an exercise price of $0.84 ($1 pre-Exchange Agreement) per warrant to be exercised within 180 to 730 days from the issuance date. The fair value of the warrants on the issuance date was $672,749, which is included as consulting charges in general and administrative expenses during the year ended December 31, 2015 with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life ranging from 180 to 730 days, a risk free rate ranging from 0.04% to 1.07%, stock price of $2, annual attrition rate of 5% and expected volatility in the range of 98% to 100%, determined based on comparable companies historical volatilities. During the year ended December 31, 2016, the Company issued 472,084 warrants in connection with consulting services, entitling the holders to purchase one common share against each warrant at an exercise price in the range of $2.00-$2.58. These warrants were fair valued amounting to approximately $474,232 which was charged to the statement of operations. The fair value has been estimated using a multi-nominal lattice model with an expected life ranging from 0.75 to 3 years, a risk free rate ranging from 0.45 to 1.47, stock price of $2.15 to $2.58 annual attrition rate of up to 5% and expected volatility in the range of 101% to 105% determined based on comparable companies historical volatilities. d) Stock-based compensation i) 2015 Directors, Officers and Employees Stock Option Plan On March 30, 2015, iMedical approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. As of December 31, 2016, there were no outstanding vested options and 137,500 unvested options at an exercise price of $.0001 under this plan. These options now represent the right to purchase shares of the Company’s common stock using the same exchange ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at December 31, 2016. No other grants will be made under this plan. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907) 0.0001 Outstanding as of December 31, 2016 164,590 0.0001 During the year ended December 31, 2016, no options under this plan were exercised (December 31, 2015: 3,390,503 (2,832,500 Pre-Exchange Agreement) options were exercised). ii) 2016 Equity Incentive Plan In addition, on February 2, 2016, the Board of Directors of the Company approved 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the participating company group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the participating company group and by motivating such persons to contribute to the growth and profitability of the participating company group. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the Committee; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan pursuant to awards shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the Effective Date, so the number of shares that may be issued is an amount no greater than 15% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. During the year ended December 31, 2016, the Company granted an officer options to purchase an aggregate of 2,499,998 shares of common stock at an exercise price of $2.20 subject to a 3 year vesting period, with the fair value of the options being expensed over a 3 year period. Two additional employees were also granted 175,000 options to purchase shares of common stock at an exercise price of $2.24 with a 1 year vesting period, with the fair value of the options being expensed over a 1 year period. One additional employee was also granted 35,000 options to purchase shares of common stock at an exercise price of $2.24 with a 2 year vesting period, with the fair value of the options expensed over a 2 year period. A total of $405,058 was charged to operations as stock based compensation, included in general and administrative expenses, costs for the option grants to the 4 employees. The following table summarizes the stock option activities of the Company in 2016: Number of options Weighted average exercise price ($) Granted 2,709,998 2.2031 Exercised - - Outstanding as of December 31, 2016 2,709,998 2.2031 The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions for both 2016 and 2015 : 2016 2015 Exercise price ($) 2.00 – 2.58 0.0001 Risk free interest rate 0.45% – 1.47% 0.04% – 1.07% Expected term (Years) 1.0 – 3.0 10.0 Expected volatility 101% – 105% 94% Expected dividend yield 0.00% 0.00% Fair value of option ($) 0.88 0.74 Expected forfeiture (attrition) rate 0.00% – 5.00% 5.00% – 20.00% At December 31, 2016, the Company had the following warrant securities outstanding: Broker Warrants Consultant Warrants Warrants with Convertible Notes* Total December 31, 2015 271,742 380,000 - 651,742 RTO adjustment** 53,507 74,860 - 128,367 After RTO 325,249 454,860 - 780,109 Less: Exercised - (131,365) - (131,365) Less: Expired - (245,695) - (245,695) Add: Issued - 472,084 - 472,084 December 31, 2016 325,249 549,884 - 875,133 Exercise Price $0.75-$1.49 $0.84-$2.58 $2.00 Expiration Date September 2017 to October 2019 October 2017 to December 2019 March 2021 to November 2021 * In conjunction with issuance of convertible notes as disclosed in Note 6, as at December 31, 2016 the Company is committed to issue 1,598,335 warrants upon maturity of the notes. This includes the conversion of the principal amount and interest accrued and outstanding as at December 31, 2016. **As explained above, on February 2, 2016 all outstanding warrants have been increased by a factor of 1.197. During the year ended December 31, 2016, 245,695 warrants expired unexercised.

9. Income Taxes

9. Income Taxes	12 Months Ended
	Dec. 31, 2016
Notes
9. Income Taxes	9. INCOME TAXES Income taxes The provision for income taxes differs from that computed at Canadian corporate tax rate of approximately 15.50% (2015 - 15.50%) as follows: Income tax recovery Year ended December 31, 2016 Year ended December 31, 2015 $ $ Net loss for the year before income taxes (7,280,831) (5,185,852) Expected income tax recovery from net loss (1,128,529) (803,807) Non-deductible expenses 618,900 462,915 Other temporary differences (7,138) (2,859) Change in valuation allowance 516,767 343,751 - - Deferred tax asset Year ended December 31, 2016 Year ended December 31, 2015 $ $ Non-capital loss carry forwards 1,389,471 756,534 Other temporary differences 40,499 23,565 Change in valuation allowance (1,429,970) (780,099) - - As of December 31, 2016 and 2015, the Company determined that a valuation allowance relating to above deferred tax asset of the Company was necessary. This determination was based largely on the negative evidence represented by the losses incurred. The Company decided not to recognize any deferred tax asset, as it is not more likely than not to be realized. Therefore, a valuation allowance of $1,429,970 and $780,099, for the years ended December 31, 2016 and 2015, respectively, was recorded to offset deferred tax assets. As of December 31, 2016 and 2015, the Company has approximately $8,964,328 and $4,880,865, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2032 to 2034. As of December 31, 2016 and 2015, the Company is not subject to any uncertain tax positions.

10. Related Party Transactions

10. Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Notes
10. Related Party Transactions	10. RELATED PARTY TRANSACTIONS The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than those disclosed elsewhere in the financial statements, the related party transactions are as follows. During the year ended December 31, 2016, amounts paid or payable to a related party, through an entity owned by, Mr. Waqaas Al-Siddiq, a shareholder and executive of the Company amounted to $222,140 (2015: $264,600). Included in this amount are consulting fees and other compensation including car allowance and education reimbursements. As outlined in Note 5, as at December 31, 2016, the total amount due to the related party is $100,292 (2015: 71,190), is unsecured, non-interest bearing and due on demand. During the year, the entity owned by Mr. Al-Siddiq also made short term loans amounting to $33,000 to the Company. These short term loans were repaid by the Company during the year and were unsecured, non-interest bearing and due on demand. During the year, in addition to the above amount, Mr. Al-Siddiq received additional compensation of $579,864 in his capacity as an executive of the Company, charged to operating expenses during the year. This amount included salary, car allowance, vacation pay, an accrued bonus of $150,000 for 2016 (2015: $63,000) performance and stock based compensation valued at $367,962 (see Note 8) (2015: $2,190,152). Of these amounts, as at year end, a total of $171,902 remains payable to Mr. Al-Siddiq. No amounts were paid to any other related parties during the year (2015: paid $46,920 to a former director for consulting charges).

11. Commitments

11. Commitments	12 Months Ended
	Dec. 31, 2016
Notes
11. Commitments	11. COMMITMENTS On January 8, 2016, the Company entered into a 40-month lease agreement for its office premises in California, USA. The monthly rent from the date of commencement to the 12th month is $16,530, from the 13th to the 24th month is $17,026, from the 25th to the 36th month is $17,536, and the final 3 months is $18,062.

12. Subsequent Events

12. Subsequent Events	12 Months Ended
	Dec. 31, 2016
Notes
12. Subsequent Events	12. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to March 27, 2017, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: Issuance of Shares Subsequent to year end and through March 27, 2017, the Company issued an aggregate of 55,101 common shares to consultants in connection with services provided subsequent to year end. The value of these services will be determined based on the market price on the date of issuance. As outlined in Note 8, the Company also issued an additional 77,463 common shares, subsequent to year-end, to consultants in connection with services provided during the year ended December 31, 2016, the fair value of which was recognized in the period to which the services relate. An additional 11,980 shares are to be issued for services provided subsequent to year end. Issuance of Options Subsequent to year end and through March 27, 2017, an additional 138,888 employee stock options became vested. These stock options have an exercise price of $2.00 and expire on July 12, 2019. Issuance of Warrants Subsequent to year end and through March 27, 2017, the Company issued an aggregate of 145,000 vested options to consultants and vendors in connection with the services provided by them, subsequent to year-end, with exercise prices between $2.24 and $2.67 and expiry dates ranging between October 3, 2018 and February 28, 2020. Consummation of Bridge Notes Offering Subsequent to year end, by February 21, 2017, the Company issued additional unsecured convertible promissory notes for an aggregate principal amount of $225,000, which consummated the closing of the Bridge Notes offering described in Note 8. The aggregate principal raised as part of this offering totaled $2,455,000 and the net proceeds from the offering will be used for working capital and general corporate purposes. In connection with the Bridge Notes offering, the Company incurred a brokerage commission expense of $173,300, $155,300 relating to the year ended December 31, 2016 and the remaining $18,000 relating to the Bridge Notes offering closed subsequent to year end. Common Share Financing On March 7, 2017, the Company sold to accredited investors, in a first closing, an aggregate of 571,561 units (the “Units”) for gross proceeds of $1,000,232 at a purchase price of $1.75 per Unit, in a private offering of a minimum of $1,000,000 and up to a maximum of $8,000,000 (subject to an overallotment option) (the “Common Share Offering”). Each unit consists of common stock, par value $0.001 per share and a three-year warrant to purchase one-half share of common stock at an initial exercise price of $3.00 per whole share. After payment of placement agent fees and expenses but before the payment of other offering expenses such as legal and accounting expenses, the Registrant received net proceeds of approximately $916,841. The Units will be offered until June 30, 2017 ((extended most recently from March 31, 2017), subject to the right to further extend the Common Share Offering. Pursuant to an Investment Banking Agreement, as amended (the “Banking Agreement”), dated October 27, 2016 and as amended on February 13, 2017, the Company engaged HRA Capital, acting through Corinthian Partners, L.L.C. (the “Placement Agent”), as the Company’s exclusive agent to assist in selling the Units, subject to the right to the Placement Agent to engage sub-placement agents in connection with the Offering. Pursuant to the Banking Agreement, the Registrant agreed to pay or provide to the Placement Agent and/or sub-placement agents the following compensation at each closing of the Offering: (a) a cash fee of up to 10% of the gross proceeds raised at such closing; provided that in certain circumstances the Placement Agent and its sub-placement agents, collectively, will receive a cash fee of up to 13% of the gross proceeds raised at such closing; (b) reimbursement of reasonable out-of-pocket expense; and (c) subject to certain limitations, a 5-year warrant to purchase 8% of the common stock sold in the Offering at an exercise price of $3.00 per share (the “Placement Agent’s Warrants”). The Placement Agent’s Warrants are not callable and have a customary weighted average anti-dilution provision and a cashless exercise provision. At the first closing of the Common Share Offering, the Registrant paid to the Placement Agent and its sub-agents an aggregate of approximately $83,391, and issued Placement Agent’s Warrants to purchase an aggregate of 45,725 shares of common stock. If the Company successfully raises a total of $3,000,000 in aggregate proceeds from the Common Share Offering (a “Qualified Financing”), the principal amount of the Bridge Notes described in Note 8 and in Note 12 along with any accrued interest are convertible into units of the Common Share Offering, based upon the lesser of: (i) $1.60 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per New Round Stock in the Qualified Financing. The notes and the warrants are further subject to a “most-favored nation” clause in the event the Registrant, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. Upon completion of a Qualified Financing, in connection with the conversion of the Bridge Notes, the Company will also pay the Placement Agent up to 8% in broker warrants with an exercise price of $3.00 and an expiry date of two years from the date of issuance. No cash commissions are payable to the Placement Agent in connection with the conversion of the Bridge Notes as these were paid on the closing of the Bridge Notes offering. Short Term Unsecured Loans On March 3, 2017, several individuals and a related party made unsecured, short-term loans to the Company in the total aggregate amount of $201,500. $151,500 of such amount was repaid on March 7, 2017 out of the proceeds from the Offering. The remaining $50,000 of principal is due on April 7, 2017. The Company used the proceeds from the loans to fund short-term working capital requirements until the closing of the Common Share Offering. Enhancement of Corporate Governance On March 9, 2017, the Board established an Audit Committee and a Compensation Committee, each consisting initially of one director. Dr. Norman M. Betts, an independent Board member, was appointed to serve as the initial member of the Audit Committee. Mr. David A. Rosa, an independent Board Member, was appointed to serve as the sole member of the Compensation Committee. Shares Held in Escrow On October 31, 2016, the Company amended the escrow agreement relating to the 750,000 shares described in Note 8 above to reduce the number of shares held in escrow and subject to forfeiture from 750,000 to 458,750 shares of common stock, and to extend the forfeiture date from November 2, 2016 to May 2, 2017. During the year ended December 31, 2016, aggregate gross proceeds of $2,230,000 were raised through the sale of unsecured convertible debentures, thus a total of 170,502 shares were released from escrow, resulting in 288,248 shares of the Company’s common stock remaining in escrow at year end. Subsequent to year end, an additional $1,225,032 was raised in aggregate gross proceeds through the sale of additional unsecured notes and the first closing of the Common Share Offering. As a result, an additional 93,664 of the Company’s common stock was released from escrow, resulting in 194,584 shares of the Company’s common stock remaining in escrow subsequent to year end. The remaining 194,584 escrowed shares are subject to a pro rata release to the holders thereof on May 2, 2017 to the extent the Company raises less than the $6,000,000 target, based on the aggregate amount raised through the convertible debt offering or otherwise.

4. Summary of Significant Acc19

4. Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of derivatives, convertible promissory notes, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

4. Summary of Significant Acc20

4. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Earnings (loss) Per Share	Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2016 and 2015.

4. Summary of Significant Acc21

4. Summary of Significant Accounting Policies: Foreign Currency Translation (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Foreign Currency Translation	Foreign Currency Translation The functional currency of the Canadian based company is the Canadian dollar and the US based company is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

4. Summary of Significant Acc22

4. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, deposits and other receivables, convertible promissory notes, derivative liabilities, and accounts payable. The Company's cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

4. Summary of Significant Acc23

4. Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

4. Summary of Significant Acc24

4. Summary of Significant Accounting Policies: Research and Development (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Research and Development	Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved .

4. Summary of Significant Acc25

4. Summary of Significant Accounting Policies: Stock Based Compensation (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Stock Based Compensation	Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

4. Summary of Significant Acc26

4. Summary of Significant Accounting Policies: Operating Leases (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Operating Leases	Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term.

4. Summary of Significant Acc27

4. Summary of Significant Accounting Policies: Convertible Notes Payable and Derivative Instruments (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Convertible Notes Payable and Derivative Instruments	Convertible Notes Payable and Derivative Instruments The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

4. Summary of Significant Acc28

4. Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. In March 2016, the Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the consolidated financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations.

5. Accounts Payable and Accru29

5. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Accounts Payable and Accrued Liabilities	As at December 31, 2016 ($) As at December 31, 2015 ($) Trade accounts payable $823,595 $274,055 Accrued liabilities 337,400 139,218 Advances from investors 155,000 - $1,315,995 $413,273

6. Convertible Promissory Not30

6. Convertible Promissory Notes: Convertible Debt (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Convertible Debt	Accreted value of convertible promissory notes as of December 31, 2015 $ 783,778 Accretion expense 585,200 Conversion of the notes transferred to equity (1,368,978) Face value of convertible promissory notes as of December 31, 2016 $ -

6. Convertible Promissory Not31

6. Convertible Promissory Notes: Schedule of Long-term Debt Instruments (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Long-term Debt Instruments	During the year ended December 31, 2016: Face value of convertible promissory notes issued $ 2,230,000 Day one derivative loss recognized during the year 26,309 Discount recognized at issuance due to embedded derivatives (1,155,659) Financing costs (155,300) Accretion expense 363,363 Accreted value of convertible promissory notes as of December 31, 2016 $ 1,308,712

7. Derivative Liabilities_ Sche

7. Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Derivative Assets at Fair Value	Convertible Notes Broker Warrants Total Derivative liabilities as at December 31, 2015 $ 480,952 $ 80,268 $ 561,220 Derivative fair value at issuance (note 6) 1,155,660 - 1,155,660 Transferred to equity upon conversion of notes (Notes 6 and 8) (1,538,934) (1,538,934) Change in fair value of derivatives 1,325,972 7,440 1,333,412 Derivative liabilities as at December 31, 2016 $ 1,423,650 $ 87,708 $ 1,511,358

7. Derivative Liabilities_ Sc33

7. Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	Assumptions 2016 2015 Dividend yield 0.00% 0.00% Risk-free rate for term 0.44% – 0.62% 0.33% – 0.72% Volatility 101% – 105% 98% – 100% Remaining terms (Years) 0.21 – 1.0 1.72 – 2.0 Stock price ($ per share) $1.49 and $3.00 $2.00

8. Stockholders' Deficiency_ Sc

8. Stockholders' Deficiency: Schedule of Share-based Compensation, Stock Options, Activity (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Share-based Compensation, Stock Options, Activity	Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907) 0.0001 Outstanding as of December 31, 2016 164,590 0.0001

8. Stockholders' Deficiency_ 35

8. Stockholders' Deficiency: Schedule of Stock Option Activities Table Text Block (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Stock Option Activities Table Text Block	Number of options Weighted average exercise price ($) Granted 2,709,998 2.2031 Exercised - - Outstanding as of December 31, 2016 2,709,998 2.2031

8. Stockholders' Deficiency_ 36

8. Stockholders' Deficiency: Schedule of Assumptions Used (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Assumptions Used	2016 2015 Exercise price ($) 2.00 – 2.58 0.0001 Risk free interest rate 0.45% – 1.47% 0.04% – 1.07% Expected term (Years) 1.0 – 3.0 10.0 Expected volatility 101% – 105% 94% Expected dividend yield 0.00% 0.00% Fair value of option ($) 0.88 0.74 Expected forfeiture (attrition) rate 0.00% – 5.00% 5.00% – 20.00%

8. Stockholders' Deficiency_ 37

8. Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Stockholders' Equity Note, Warrants or Rights	Broker Warrants Consultant Warrants Warrants with Convertible Notes* Total December 31, 2015 271,742 380,000 - 651,742 RTO adjustment** 53,507 74,860 - 128,367 After RTO 325,249 454,860 - 780,109 Less: Exercised - (131,365) - (131,365) Less: Expired - (245,695) - (245,695) Add: Issued - 472,084 - 472,084 December 31, 2016 325,249 549,884 - 875,133 Exercise Price $0.75-$1.49 $0.84-$2.58 $2.00 Expiration Date September 2017 to October 2019 October 2017 to December 2019 March 2021 to November 2021

9. Income Taxes_ Schedule of Ef

9. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	Income tax recovery Year ended December 31, 2016 Year ended December 31, 2015 $ $ Net loss for the year before income taxes (7,280,831) (5,185,852) Expected income tax recovery from net loss (1,128,529) (803,807) Non-deductible expenses 618,900 462,915 Other temporary differences (7,138) (2,859) Change in valuation allowance 516,767 343,751 - -

9. Income Taxes_ Schedule of De

9. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	Deferred tax asset Year ended December 31, 2016 Year ended December 31, 2015 $ $ Non-capital loss carry forwards 1,389,471 756,534 Other temporary differences 40,499 23,565 Change in valuation allowance (1,429,970) (780,099) - -

5. Accounts Payable and Accru40

5. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Details
Accounts Payable, Trade, Current	$ 823,595	$ 274,055
Accrued Liabilities, Current	337,400	$ 139,218
Advances from Investors	$ 155,000

6. Convertible Promissory Not41

6. Convertible Promissory Notes: Convertible Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Details
Accreted value of Convertible Promissory Notes		$ 783,778
Accretion Expense	$ 585,200
Conversion of the notes - transferred to equity	$ (1,368,978)

6. Convertible Promissory Not42

6. Convertible Promissory Notes: Schedule of Long-term Debt Instruments (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
Details
Face value of convertible promissory notes issued	$ 2,230,000
Derivative Loss Recognized During the Year	26,309
Discount recognized at issuance due to embedded derivatives	(1,155,659)
Unamortized Financing Costs	(155,300)
Accretion Expense2	363,363
Accreted Value of Convertible Promissory Notes2	$ 1,308,712

7. Derivative Liabilities_ Sc43

7. Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Convertible Notes Warrants
Derivative Liability, Current	$ 1,423,650	$ 480,952
Derivative Liability, Fair Value, Gross Liability	1,155,660
Transferred to equity upon conversion of the notes	(1,538,934)
Change in Fair Value of Derivatives	1,325,972
Broker Warrants
Derivative Liability, Current	87,708	80,268
Change in Fair Value of Derivatives	7,440
Total
Derivative Liability, Current	1,511,358	$ 561,220
Derivative Liability, Fair Value, Gross Liability	1,155,660
Transferred to equity upon conversion of the notes	(1,538,934)
Change in Fair Value of Derivatives	$ 1,333,412

7. Derivative Liabilities_ Sc44

7. Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Assumptions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value Assumptions, Expected Volatility Rate	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.44%	0.33%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.62%	0.72%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	101.00%	98.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	105.00%	100.00%
Remaining Term1	0.21	1.72
Remaining Term 2	1	2
Stock Price	1.49	2
Stock Price2	3

8. Stockholders' Deficiency (De

8. Stockholders' Deficiency (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Common Stock, Shares Authorized	125,000,000	100,000,000
Common Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	1,000,000
Common Stock Shares Issued	912,652
Exercise of Proceeds
Common Stock Shares Issued	131,365
Operations
Warrants Issued	472,084

8. Stockholders' Deficiency_ 46

8. Stockholders' Deficiency: Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		3,591,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0.0001
Share based compensation arrangement by share based payment award options exercised during period		(3,390,503)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 0.0001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	164,590	200,497
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.0001	$ 0.0001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	(35,907)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	$ 0.0001

8. Stockholders' Deficiency_ 47

8. Stockholders' Deficiency: Schedule of Stock Option Activities Table Text Block (Details)	12 Months Ended
	Dec. 31, 2016$ / sharesshares
Details
Stock Options Granted | shares	2,709,998
Stock Options Granted - Weighted Average Exercise Price | $ / shares	$ 2.2031
Stock Options Outstanding | shares	2,709,998
Stock Options Outstanding - Weighted Average Exercise Price | $ / shares	$ 2.2031

8. Stockholders' Deficiency_ 48

8. Stockholders' Deficiency: Schedule of Assumptions Used (Details) - Stock Options Granted - Multi-Nomial Lattice	12 Months Ended
	Dec. 31, 2016$ / shares	Dec. 31, 2015$ / shares
Stock Price	2	0.0001
Stock Price2	2.58
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.45%	0.04%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	1.47%	1.07%
Remaining Term1	1
Remaining Term 2	3	10
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	101.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	105.00%	94.00%
Fair Value Assumptions, Expected Volatility Rate	0.00%	0.00%
Fair Value Assumptions, Exercise Price	$ 0.88	$ 0.74
Expected Forfeiture Rate, Minimum	0.00%	5.00%
Expected Forfeiture Rate, Maximum	5.00%	20.00%

8. Stockholders' Deficiency_ 49

8. Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - shares	Dec. 31, 2016	Dec. 31, 2015
Broker Warrants
Class of Warrant or Right, Outstanding	325,249	271,742
Broker Warrants | RTO Adjustment
Class of Warrant or Right, Outstanding	53,507
Broker Warrants | After RTO
Class of Warrant or Right, Outstanding	325,249
Consultant Warrants
Class of Warrant or Right, Outstanding	549,884	380,000
Consultant Warrants | RTO Adjustment
Class of Warrant or Right, Outstanding	74,860
Consultant Warrants | After RTO
Class of Warrant or Right, Outstanding	454,860
Consultant Warrants | Less Exercised
Class of Warrant or Right, Outstanding	(131,365)
Consultant Warrants | Less Expired
Class of Warrant or Right, Outstanding	(245,695)
Consultant Warrants | Add Issued
Class of Warrant or Right, Outstanding	472,084
Total
Class of Warrant or Right, Outstanding	875,133	651,742
Total | RTO Adjustment
Class of Warrant or Right, Outstanding	128,367
Total | After RTO
Class of Warrant or Right, Outstanding	780,109
Total | Less Exercised
Class of Warrant or Right, Outstanding	(131,365)
Total | Less Expired
Class of Warrant or Right, Outstanding	(245,695)
Total | Add Issued
Class of Warrant or Right, Outstanding	472,084

9. Income Taxes_ Schedule of 50

9. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Details
Other Comprehensive Income (Loss), Net of Tax	$ (7,280,831)	$ (5,185,852)
Expected Income Tax Recovery	(1,128,529)	(803,807)
Non Deductible Expense	618,900	462,915
Other Temporary Differences	(7,138)	(2,859)
Valuation Allowance	$ 516,767	$ 343,751

9. Income Taxes_ Schedule of 51

9. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ 1,389,471	$ 756,534
Deferred Tax Assets, Other Loss Carryforwards	40,499	23,565
Deferred Tax Assets, Valuation Allowance, Current	$ (1,429,970)	$ (780,099)

11. Commitments (Details)

11. Commitments (Details)	6 Months Ended
	Jun. 30, 2016USD ($)
Details
Oil and Gas Property, Lease Operating Expense	$ 16,530