UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F



oRegistration Statement Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934.



or



xAnnual Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934



for the Fiscal Year Ended December
31, 2016



or



oTransition Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934.



For the transition period from _______
to ________.





Commission file number 000-52145



Digatrade Financial Corp

(Exact name of Registrant as specified
in its charter)



________________________________________________

(Translation of Registrant's name into
English)



Business Corporations Act (British
Columbia)

(Jurisdiction of incorporation or organization)



1500 West Georgia Street, Suite
1300, Vancouver, British Columbia, Canada, V6C 2Z6

(Address of principal executive offices)



Securities registered or to be registered
pursuant to Section 12(b) of the Act.



|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------



Securities registered or to be registered
pursuant to Section 12(g) of the Act.



Common Stock, without par value

(Title of Class)



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.



__________________________

(Title of Class)



Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 42,909,650
shares of common stock as at December 31, 2016.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYesxNo



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to filed reports pursuant
to Section 13 or 15(d)  of the Securities Exchange Act of 1934oYesxNo



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)xYesoNo;
and (2) has been subject to such filing requirements for the past 90 days.xYesoNo.



Indicate
which financial statement item the registrant elects to follow:xItem 17oItem 18.



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):



Large
accelerated fileroAccelerated
fileroNon-accelerated
filerx



If
this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).oYesxNo













Digatrade Financial Corp



Table of Contents

|PART I                                                                                  | 1 
|--------------------------------------------------------------------------------------- | --
|Item 1.   Identity of Directors, Senior Management and Advisors                         | 1 
|Item 2.   Offer Statistics and Expected Timetable                                       | 1 
|Item 3.   Key Information                                                               | 1 
|Item 4.   Information on the Company                                                    | 7 
|Item 5.   Operating and Financial Review                                                | 8 
|Item 6.   Directors, Senior Management and Employees                                    | 10
|Item 7.   Major Shareholders and Related Party Transactions.                            | 13
|Item 8.   Financial Information                                                         | 14
|Item 9.   The Offer and Listing                                                         | 14
|Item 10.   Additional Information                                                       | 16
|Item 11.   Quantitative and Qualitative Disclosures about Market Risk                   | 24
|Item 12.   Description of Securities Other Than Equity Securities                       | 25
|PART II                                                                                 | 26
|Item 13.   Defaults, Dividend Arrearages and Delinquencies                              | 26
|Item 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds | 26
|Item 15T.   Controls and Procedures                                                     | 26
|Item 15.   Controls and Procedures                                                      | 26
|Item 16A.   Audit Committee Financial Experts                                           | 27
|Item 16B.   Code of Ethics                                                              | 27
|Item 16C.   Principal Accountant Fees and Services                                      | 28
|Item 16D.   Exemptions from the Listing Standards for Audit Committees                  | 28
|Item 16E.   Purchases of Equity Securities by the Issuer and Affiliated Purchasers      | 28
|Item 16F.   Change in Registrant's Certifying Accountant                                | 28
|Item 16G.   Corporate Governance                                                        | 28
|Item 17.   Financial Statements                                                         | 29
|Item 18.   Financial Statements                                                         | 29
|Item 19.   Exhibits                                                                     | 29
|SIGNATURES                                                                              | 29







PART I



Introduction.  Digatrade
Financial Corp. (Formerly: Bit-X Financial Corp.) (referred to as “Digatrade” or “the Company”), is a British
Columbia corporation incorporated on December 28, 2000. The Company is engaged in entering into the crypto-currency exchange and
internet financial business.



Item 1.   Identity of Directors, Senior Management
and Advisors



The President of the Company is Brad
Moynes, and the directors of the Company are Brad Moynes and Tyrone Docherty of 1500 West Georgia Street, Suite 1300, Vancouver,
British Columbia, Canada, V6C 2Z6..  Mr. Moynes also serves as our Chairman and Chief Executive Officer. See Item 6 for
further information.



The Company’s registered independent
auditors are WDM Chartered Professional Accountants, Suite 420 – 1501 West Broadway, Vancouver, British Columbia, Canada,
V6J 4Z6.  For further information, see Item 16C and the consolidated financial statements under Item 8.



Item 2.   Offer Statistics and Expected Timetable



Not applicable.



Item 3.   Key Information



A.   Selected Financial
Data



The following selected information should
be read in conjunction with the Company’s consolidated financial statements, and notes, filed with this Form 20-F.  This
information, and all other financial information in this Form 20-F, is stated in Canadian dollars unless otherwise noted.



The financial information is presented
on the basis of International Financial Reporting Standards.  With respect to the Company’s consolidated financial
statements, there are no material differences from applying these principles compared to applying United States generally accepted
accounting principles.



Selected Consolidated Financial and Operating Data

|                                         | Year Ended December 31,
|---------------------------------------- | -----------------------
|Operating Data                           | 2016                   
|                                         | $                      
|Sales                                    | -                      
|Gross Profit, Net of Cost of Sales       | -                      
|                                         |                        
|Net Loss                                 | (172,969)              
|Loss per Common Share – Basic & Diluted* | (0.01)                 
|                                         |                        
|Number of Shares Outstanding*            | 42,909,650             
|                                         |                        
|Balance Sheet Data                       | 2016                   
|                                         | $                      
|                                         |                        
|Current Assets                           | 138,725                
|Current Liabilities                      | 489,113                
|Total Assets                             |                        
|                                         |                        
|Share Capital                            | 3,645,457              
|Share Purchase Warrant Reserve           | -                      
|Accumulated Deficit                      | (4,501,596)            
|Dividends per Common Share               | 0.00                   
|                                         |                        



* Adjusted to reflect the consolidation of the Company’s
stock on (i) March 22, 2010 in the ratio of 1 new common share for 10 old common shares, (ii) April 3, 2013 in the ratio of 1 new
common share for 50 old common shares and (iii) June 8, 2016 in the ratio of 1 new common share for 50 old common shares





1









Exchange Rates



In this FORM 20-F, references to “dollars”,
“$” or “Cdn$” are to Canadian dollars, unless otherwise specified. Reference to “US$” refers
to United States dollars. Since June 1, 1970, the Government of Canada has permitted a floating exchange rate to determine the
value of the Canadian dollar as compared to the United States dollar.



The Company’s consolidated financial
statements are stated in Canadian dollars.



The Company realized gains on foreign
exchange of 13,238 for the year ended December 31, 2016 and losses on foreign exchange of $55,536 for the year ended December 31,
2015.  These foreign exchange gains and losses were due to currency exchange rate fluctuations between the Canadian and
United States dollar.



The Bank of Canada closing exchange rate
on December 31, 2016 was Cdn$1.3427 per US$1.00. For the past five fiscal years ended December 31, and for the period between January
1, 2016 and December 31, 2016, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars,
expressed in terms of United States dollars (based on the nominal exchange rates provided by the Bank of Canada):





|Year Ended        | Average per US$1
|----------------- | ----------------
|December 31, 2011 | $               
|December 31, 2012 | $               
|December 31, 2013 | $               
|December 31, 2014 | $               
|December 31, 2015 | $               
|December 31, 2016 | $               





2









|                   | Per US$1
|------------------ | --------
|Month Ended        | High    
|January 31, 2016   | $       
|February 28, 2016  | $       
|March 31, 2016     | $       
|April 30, 2016     | $       
|May 31, 2016       | $       
|June 30, 2016      | $       
|July 31, 2016      | $       
|August 31, 2016    | $       
|September 30, 2016 | $       
|October 31, 2016   | $       
|November 30, 2016  | $       
|December 31, 2016  | $       



B.   Capitalization and Indebtedness



The following table sets forth our capitalization as of December
31, 2016, using:



| | · | 42,909,650 shares outstanding on an actual basis;
| | - | -------------------------------------------------



|                                            | December 31, |  | As Adjusted
|------------------------------------------- | ------------ |  | -----------
|                                            | 2016         |  | April 25,  
|                                            |              |  | 2017       
|                                            | (audited)    |  | (unaudited)
|                                            | $            |  | $          
|Cash                                        | 114,488      |  | 5,612      
|Long-term obligations, less current portion | 170,776      |  | -          
|                                            |              |  |            
|Shareholders’ (deficiency) equity           |              |  |            
|Share capital                               | 3,645,457    |  | 3,645,457  
|Share Subscription Received                 | 334,975      |  | 334,975    
|Accumulated deficit                         | (4,501,596)  |  | (4,427,928)
|Shareholders’ (deficiency) equity           | (521,164)    |  | (447,496)  



Effective June 8, 2016 the common shares
of the Company were consolidated at the ratio of one new common share for every 50 old common shares. The Company issued 12,306
shares to round up fractional entitlements resulting from the consolidation.



On July 15, 2016 the Company entered into
a debt settlement agreement with a company controlled by a Director and Officer of the Company to settle outstanding accounts payable
of $25,000. The Company agreed to issue 25,000,000 post- consolidation shares with a fair value equal to the value of the underlying
debt settled.



3





On August 15, 2016, the Company entered
into an assignment of creditors and settlement of debt agreement with certain unrelated third parties. The Company settled certain
promissory notes totaling $118,204 (US$91,475) by the issuance of 8,000,000 post-consolidation shares with a fair value equal to
the value of the underlying debt settled.



On December 20, 2016, the Company entered
into an assignment of creditors and settlement of debt agreement with certain unrelated third parties. The Company settled certain
promissory notes totaling $175,185 (including US$65,550) by the issuance of 8,000,000 post-consolidation shares with a fair value
of $133,780. A gain on settlement of debt in the amount of $41,406 was recognized upon settlement.



On December 12, 2016, the Company completed
a private placement of 500,000 post-consolidation shares at US$0.50 per share, raising gross proceeds of $334,975(US$250,000).
Shares have not been issued as of December 31, 2016.



Share subscription of $25,998 received
on November 11, 2015 has been reclassified to Accounts Payable, as the amount is expected to be refunded to the investor subsequent
to December 31, 2016.



During the year ended December 31, 2015,
the Company issued 1,400,000 shares (28,000 post-consolidation shares) at a fair value of $0.05 per share ($2.50 per post-consolidation
share) to various unrelated third parties as compensation for investor relations services rendered. Share-based compensation of
$70,000 was recorded.



During the year ended December 31, 2015,
the Company issued 300,000 shares (6,000 post-consolidation shares) at a fair value of $0.05 per share ($2.50 per post-consolidation
share) for compensation of consulting services rendered. Share-based compensation of $15,000 was recorded. 150,000 of these shares
(3,000 post-consolidation shares) were issued to a related party



During the year ended
December 31, 2016, the Company issued 250,000 post-consolidation shares at a fair value of $0.06 per share to a related party for
compensation of consulting services rendered.



None of the capitalization referred to
above is secured or guaranteed. All amounts in respect of capitalization including long term debt are unsecured and not guaranteed.



C.   Reasons for the Offer and Use of Proceeds



Not applicable.



D.   Forward Looking-Statements and Risk Factors



Forward-looking Statements.  In
this document, we are showing you a picture which is part historical (events which have happened) and part predictive (events which
we believe will happen).  Except for the historical information, all of the information in this document comprises "forward
looking" statements.  Specifically, all statements (other than statements of historical fact) regarding our financial
position, business strategy and plans and objectives are forward-looking statements.  These
forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to management.  These statements involve known and unknown risks, including the risks resulting from economic and market
conditions, accurately forecasting operating and capital expenditures and capital needs, successful anticipation of competition
which may not yet be fully developed, and other business conditions.  Our use of the words "anticipate", "believe",
"estimate", "expect", "may", "will", "continue" and "intend", and similar
words or phrases, are intended to identify forward-looking statements (also known as "cautionary statements").  These
statements reflect our current views with respect to future events.  They are subject to the realization in fact of assumptions,
but what we now believe will occur may turn out to be inaccurate or incomplete.  We cannot assure you that our expectations
will prove to be correct.  Actual operating results and financial performance may prove to be very different from what
we now predict or anticipate.  The "risk factors" below specifically address all of the factors now identifiable
by us that may influence future operating results and financial performance.

4











Risk Factors



Risks Related to the Business



We have a history of operating losses
and need additional capital to implement our business plan.  For the year ended December 31, 2016, we recorded a
net loss of $172,969 from operations compared to a net loss of $557,433 for the year ended December 31, 2015. The financial statements
have been prepared using International Financial Reporting Standards applicable to a going concern.  However, as shown
in note 1 to the consolidated financial statements, our ability to continue operations is uncertain.

We continue to incur operating losses, and have a consolidated deficit of $4,501,596 as at December 31, 2016. Operations for the
year ended December 31, 2016 have been funded primarily from the issuance of share capital and the continued support of creditors.  Historically,
we have met working capital needs primarily by selling equity to Canadian residents, and from loans (including loans from relatives
of principal shareholders).



We estimate that we will require a minimum
of approximately $500,000 to develop and implement the crypto-currency exchange and cover working capital expenses for up to 12
months.. See Item 5, “Operating and Financial Review and Prospects”.



Our entry into the crypto-currency
exchange business may not be successful and there are risks attendant on these activities.The crypto-currency exchange
business is highly competitive, and is populated with many companies, large and small, with the capital and expertise to evaluate,
purchase, and exploit opportunities.  Even with capital and experience, industry risks are significant regulatory compliance
is an increasingly complex and potentially costly obstacle to many new crypto-currency start-ups, and often times, and even if
licenses are obtained, they may be sufficiently restrictive.



We offer no assurance that our entry
into this business activity will be successful.



Risks Related to Our Stock



If we have to raise capital by selling
securities in the future, your rights and the value of your investment in the Company could be reduced.  If we issue
debt securities, the lenders would have a claim to our assets that
would be superior to the stockholder rights.  Interest on the debt would increase costs and negatively impact operating
results.  If we issue more common stock or any preferred stock, your percentage ownership will decrease and your stock
may experience additional dilution, and the holders of preferred stock (called preference securities in Canada) may have rights,
preferences and privileges which are superior to (more favorable) the rights of holders of the common stock.  It is likely
the Company will sell securities in the future.  The terms of such future transactions presently are not determinable.

5











If the market for our common stock
is illiquid in the future, you could encounter difficulty if you try to sell your stock.  Our stock trades on the
“OTC.BB” but it is not actively traded.  If there is no active trading market, you may not be able to resell
your shares at any price, if at all.  It is possible that the trading market in the future will continue to be "thin"
or "illiquid," which could result in increased price volatility.  Prices may be influenced by investors' perceptions
of us and general economic conditions, as well as the market for energy generally.   Until our financial performance
indicates substantial success in executing our business plan, it is unlikely that there will be coverage by stock market analysts
will be extended. Without such coverage, institutional investors are not likely to buy the stock.  Until such time, if
ever, as such coverage by analysts and wider market interest develops, the market may have a limited capacity to absorb significant
amounts of trading.  As the stock is a “penny stock,” there are additional constraints on the development
of an active trading market – see the next risk factor.



The penny stock rule operates to limit
the range of customers to whom broker-dealers may sell our stock in the market.  In general, "penny stock"
(as defined in the SEC’s rule 3a51-1 under the Securities Exchange Act of 1934) includes securities of companies which are
not listed on the principal stock exchanges, or the Nasdaq National Market or the Nasdaq Capital Market, and which have a bid price
in the market of less than $5.00; and companies with net tangible assets of less than $2 million ($5 million if the issuer has
been in continuous operation for less than three years), or which has recorded revenues of less than $6 million in the last three
years.



As "penny stock" our stock
therefore is subject to the SEC’s rule 15g-9, which imposes additional sales practice requirements on broker-dealers which
sell such securities to persons other than established customers and "accredited investors" (generally, individuals with
net worth in excess of $1 million or annual incomes exceeding $200,000, or $300,000 together with their spouses, or individuals
who are the officers or directors of the issuer of the securities).  For transactions covered by rule 15g-9, a broker-dealer
must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction
prior to sale.  This rule may adversely affect the ability of broker-dealers to sell our stock, and therefore may adversely
affect our stockholders' ability to sell the stock in the public market.



Your legal recourse as a United States
investor could be limited.  The Company is incorporated under the laws of British Columbia.  Most of the
assets now are located in Canada.  Our directors and officers and the audit firm are residents of Canada.  As
a result, if any of our shareholders were to bring a lawsuit in the United States against the officers, directors or experts in
the United States, it may be difficult to effect service of legal process on those people who reside in Canada, based on civil
liability under the Securities Act of 1933 or the Securities Exchange Act of 1934.  In addition, we have been advised
that a judgment of a United States court based solely upon civil liability under these laws would probably be enforceable in Canada,
but only if the U.S. court in which the judgment were obtained had a basis for jurisdiction in the matter.
We also have been advised that there is substantial doubt whether an action could be brought successfully in Canada in the first
instance on the basis of liability predicated solely upon the United States' securities laws.

6









Item 4.   Information on the Company



A.   History and Development
of the Company



The Company is a British Columbia
corporation (organized on December 28, 2000, incorporation number BC 0619991, which is the incorporation number reflecting the
transition to the new corporate statute (the British Columbia Business Corporations Act)). The registered office is at 1500
West Georgia Street, Suite 1300, Vancouver, British Columbia, Canada, V6C 2Z6.. We do not have an agent in the United States.



The Company’s legal name is Digatrade
Financial Corp and business is carried on in this name at this time. On October 27, 2015 the Company changed its name from Bit-X
Financial Corporation to Digatrade Financial Corporation. On February 9, 2015 the Company changed its name from Rainchief Energy
Inc to Bit-X Financial Corporation and on November 21, 2008 the Company changed its name from Black Diamond Brands Corporation
to Rainchief Energy Inc.





B.   Overview



Digatrade Financial Corp. (the “Company”)
was incorporated on December 28, 2000 under the Company Act of the Province of British Columbia, Canada. We are developing a crypto-currency
exchange and prior to February 2015, we had operations in oil and gas exploration in Alberta, Canada.



The Company’s Organization Structure



During the year ended December 31, 2015
the Company incorporated three subsidiaries: Digatrade Limited (a British Columbia, Canada corporation), Digatrade (UK) Limited
(a United Kingdom corporation) and Digatrade Limited (a Nevada corporation).



On October 27, 2015 the Company changed
its name to from Bit-X Financial Corporation to Digatrade Financial Corporation. The Company’s stock will continue to trade
on the FINRA OTC.QB under the symbol BITX until the change of name is processed by FINRA.



On September 30, 2009, we disposed
of two subsidiaries, Black Diamond Importers Inc., a British Columbia, Canada, corporation and Liberty Valley Wines, LLC., a Delaware,
U.S.A., limited liability company. On December 30, 2009, we disposed of our remaining subsidiary, Point Grey Energy Inc., an Alberta,
Canada, corporation.



Effective December 22, 2010, we acquired
all of the issued and outstanding common shares of Jaydoc Capital Corp (“Jaydoc”), a company incorporated under the
Business Corporations Act of the Province of British Columbia, Canada. Jaydoc was acquired to facilitate our business venture in solar energy development.
The assets of Jaydoc are its business plan and strategic business relationship with operational partners that offer experience
and knowledge in the development, engineering and construction of solar energy projects in Italy and the European Union.

7









On December 18, 2010 we incorporated
a wholly-owned subsidiary, Rainchief Renewable-1 S.R.L under the laws of Italy.



During the year ended December 31, 2015,
Jaydoc Capital Corp. and Rainchief Renewable-1 S.R.L., were de-registered.



Commitments.



On March 31, 2015, the Company entered
into an agreement with Mega Idea Holdings Limited, dba ANX (“ANX”), to provide Crypto-currency deposit and exchange
services. Pursuant to the terms of the agreement, the Company is required to pay monthly maintenance fees of US$10,000 for maintenance
and support of the exchange platform. The agreement with ANX is for a term of three years.



On April 7, 2017 (“effective date”),
the Company entered into a revised agreement with ANX. Pursuant to the terms of the agreement, the Company is required to pay monthly
maintenance fees of US$1,500 for the first six months commencing the first month after the effective date, and US$5,000 thereafter.
The revised agreement with ANX is for a term of two years.



Item 5.   Operating and Financial Review



For the years ended December 31, 2016,
2015, and 2014, the Company had net losses of $172,969, $557,433 and $234,144, respectively.



Accounting, Audit and Legal expenses
increased by $10,439 from $36,084 for the year ended December 31, 2015 to $46,523 for the year ended December 31, 2016. The increase
is comprised of $5,331 in respect of increased audit fees and legal expenses in the amount of $5,108 during the year ended December
31, 2016. Accounting, Audit and Legal expenses increased by $18,034 from $18,050 for the year ended December 31, 2014 to $36,084
for the year ended December 31, 2015. Audit and accounting fees amounted to $36,084, consistent with the amount expended during
the year ended December 31, 2015 after adjusting for the reversal in that period of excess accruals in previous periods. The Company
did not incur any legal expenses during the year ended December 31, 2015.



Consulting expense for the year ended
December 31, 2016 increased by $10,414 to $86,149 as compared with $75,735 for the year ended December 31, 2015, as a result of
increased corporate activity. Consulting expense for the year ended December 31, 2015 increased by $15,735 to $75,735 as compared
with $60,000 for the year ended December 31, 2014, as a result of increased corporate activity.



During the year ended December 31, 2016
the Company incurred Filing and Transfer Agents Expenses in the amount of $12,816 as compared with $11,720 incurred during the
year ended December 31, 2015, and increase of $1,096 resulting from increased corporate activity. Filing and Transfer Agents Fees
for the year ended December 31, 2015 increased by $3,425 to $11,720 from $8,295 for the year ended
December 31, 2014 as a result of increased corporate activity during that year.

8









During the year ended December 31, 2016
the company incurred $29,559 in Interest and Bank Charges expense as compared with $906 and $4,672 for the years ended December
31, 2015 and 2014, respectively. Of the amount incurred during the year ended December 31, 2016, $27,612 was incurred in connection
with interest on a Convertible Promissory Note which was subsequently included in the debt settlement agreement concluded on December
20, 2016.



The Company did not incur any Investor
Relations expenses during the years ended December 31, 2016 and 2014. During the year end December 31, 2015, the Company entered
into three investor relations contracts for a total cost of $94,072.



Management Fees for the year ended December
31, 2016 amounted to $60,000, unchanged from the amounts incurred during the years ended December 31, 2015 and 2014 respectively.



The Company did not incur Administrative
expenses for the years ended December 31, 2016. Administrative expenses for the year ended December 31, 2015 amounted to $6,892
as the Company utilized rented office accommodation during that year and incurred $3,202 on Advertising, Promotion and Website
Development as compared with $950 during the year ended December 31, 2014, an increase of $5,942. The marketing expenditure during
the years ended December 31, 2015 and 2014 was incurred in connection with the branding of the Company’s digital currency
exchange platform.



The Company did not incur property investigation
costs during the years ended December 31, 2016 and 2015. During the year ended December 31, 2014 the Company incurred property
investigation costs of $2,500 in connection with the Gulf Jensen project.



The Company incurred a gain on foreign
exchange of $13,238 for the year ended December 31, 2016, as compared with losses on foreign exchange of $55,536 and $14,005 for
the years ended December 31, 2015 and 2014, respectively. The gain and losses resulted from changes in the foreign currency exchange
rates between the Canadian and US Dollars.



During the year ended December 31, 2016
the Company earned $119,600 in Coin Development Fees in connection with the joint venture agreement to develop a diamond-backed
digital currency.



During the years ended December 31, 2016,
and 2014, the Company realized net gains on the settlement of certain debts in the amounts of $41,406 and $42,626 respectively.
The Company did not settle any debts during the year ended December 31, 2015.



Financial position



For the year ended December 31, 2016
the Company had a working capital deficiency of $350,388 as compared with a working capital deficiency of $944,213 as at December
31, 2015, a decrease of $593,825. The decrease in working capital deficiency during the year ended December 31, 2016 is due to
increases in Cash at Bank of $114,512 and Accounts Receivable of $35,155, offset by decreases in Convertible Promissory Notes Payable
of $244,451, Accounts Payable and Accrued Liabilities of $74,321, Liabilities to Customers of $32,428, and a reduction in GST receivable
of $566 and Prepaid Expenses of $6,942.



9





Liquidity and Capital Resources



During the year ended December 31, 2016
the Company raised $49,806 by the issuance of Convertible Promissory Notes (year ended December 31, 2015 -$281,638) and re-paid
a convertible Promissory Note in the amount of $13,138 (year ended December 31, 2015 - $Nil).



The Company raised $334,975 in share
subscription advances during the year ended December 31, 2016 (year ended December 31, 2015 - $25,998). The Company did not complete
any private placements during the year ended December 31, 2016 (year ended December 31, 2015 - $32,000)



During the year ended December 31, 2016
common stock with a value of $5,374 was returned to Treasury upon settlement of a debt and release of shares held in escrow.



Changes in working capital accounts during
the year ended December 31, 2016 provided $75,969 (year ended December 31, 2015 provided $75,919).



During the year ended December 31, 2016,
the Company used cash in the amount of $196,218 to fund the Company's continuing operations (year ended December 31, 2015 –
$415,438).



C.   Research and Development,
Patents and Licenses, etc.



Not applicable



D.   Trend Information



Management is not aware of any trend,
commitment, event or uncertainty that is expected to have a material effect on our business, financial condition or results of
operations.



E.   Off-Balance Sheet Arrangements



Not applicable.



F.   Contractual Obligations



Not applicable.

Item 6.   Directors, Senior Management and
Employees



A.   Directors, Senior Management,
and Employees



The following table sets forth the name,
positions held and principal occupation of each of our directors, senior management and employees upon whose work the Company is
dependent.  Information on such persons’ share ownership is under Item 7.



|Name and Positions Held                                                          | Experience and Principal Business Activities              
|-------------------------------------------------------------------------------- | ----------------------------------------------------------
|                                                                                 |                                                           
|Bradley J. Moynes (46) Chairman, President, Director and Chief Financial Officer | President and Director of the Company since December 2000.
|                                                                                 |                                                           
|Tyrone Docherty (57)                                                             | Director of the Company since July 10, 2016               

10







B.   Compensation



SUMMARY COMPENSATION TABLE



The following table sets forth the compensation
paid to the executive officers of the Company in each of the years ended December 31, 2016, 2015 and 2014.  The table
includes compensation paid for service by such persons to subsidiaries. All amounts are stated in US dollars.





|                                     |      |   | Annual Compensation |        | Long Term Compensation |  
|------------------------------------ | ---- | - | ------------------- | ------ | ---------------------- | -
|                                     |      |   |                     |        |                        |  
|(a)                                  | (b)  |   | (c)                 |        | (d)                    |  
|Name and Current Principal Position  | Year |   | Salary              |        | Bonus                  |  
|                                    
|                                    
|                                     |      |   | (US$)               |        | (US$)                  |  
|                                     |      |   |                     |        |                        |  
|Bradley J. Moynes,
        President | 2016 |   | $                   | 45,298 |                        | $
|2015                                 |      | $ | 46,986              |        | $                      | -
|2014                                 |      | $ | 54,344              |        | $                      | -





11







Executive Compensation Plans and Employment Agreements



Management Agreements



No management agreements were entered
into for the period commencing January 1, 2016 to December 31, 2016.



Equity Compensation Plans



Effective December 31, 2010, our Board
of Directors adopted the 2010 Stock Option Incentive Plan (“the Stock Option Plan”). The purpose of the Stock Option
Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, key employees
and eligible consultants of the Company to acquire and maintain stock ownership in the Company, in order to give these persons
the opportunity to participate in the Company's growth and success, and to encourage them to remain in the service of the Company.
A maximum of 10% of the issued and outstanding shares of common stock are available for issuance under the Stock Option Plan.



C.   Board Practices



Each director holds office until the
next annual general meeting of the Company unless his office is earlier vacated in accordance with the Articles of the Company
or the Canada Business Corporations Act.



During the most recently completed fiscal
year, there are no arrangements (standard or otherwise) under which directors of the Company were compensated by the Company or
its subsidiaries for services rendered in their capacity as directors, nor were any amounts paid to the directors for committee
participation or special assignments, other than the granting of stock options.  There were no arrangements under which
the directors would receive compensation or benefits in the event of the termination of that office.



The Company does not have an audit committee
at the present time. The Company is currently seeking a suitable individual to serve on an audit committee.



The
audit committee is responsible for selecting, evaluating and recommending the Company’s auditors to the Board of Directors
for shareholder approval; evaluating the scope and general extent of the auditors’ review; overseeing the work of the auditors;
recommending the auditors’ compensation to the Board of Directors; and assisting with the resolution of any disputes between
management and the auditors regarding financial reporting.  The audit committee is also responsible for reviewing the
Company’s annual and interim financial statements and recommending their approval to the Board of Directors; reviewing the
Company’s policies and procedures with respect to internal controls and financial reporting; and establishing procedures
for dealing with complaints regarding accounting, internal controls or auditing matters.



The
Company does not have a compensation or corporate governance committee at the present time. The Company is listed for trading on
the OTCBB as a reporting issuer under registration statement Form 20-F (Foreign Private Issuer) and as such it believes that it
is not required to have such committees.



D.   Employees

12







The Company currently has two officers
and no employees.  Employees will be added as required.





E.   Share Ownership



Our directors and officers own the indicated
shares of common stock as at the date hereof; percentages are based on 42,909,650 shares outstanding on April 28, 2017.



|Name            | No. of Shares |  | Percentage of outstanding at April 28, 2017
|--------------- | ------------- |  | -------------------------------------------
|Brad Moynes     | 26,004,000    |  | 60.6%                                      
|Tyrone Docherty | 250,000       |  | 0.58%                                      



Item 7.   Major Shareholders and Related Party
Transactions.



A.   Major Shareholders



To our knowledge, only one person beneficially
owns, directly or indirectly, or exercises control or direction over, common shares carrying more than 5% of the voting rights
attached to the 42,909,650 shares outstanding at April 28, 2017.



The Company has approximately 210 shareholders
of record at April 28, 2017.  The number of shareholders holding securities beneficially through street name nominees,
as reflected in the record position of Cede & Co. and other intermediaries, is approximately 27.46%.  None of the
major shareholders, if any, have different voting rights.



To the best of our knowledge, approximately
67.72% of the Company’s common shares are owned by residents of Canada or residents of countries other than the United States.  The
number of shareholders holding securities beneficially through street name nominees, as reflected in the record position of Cede
& Co. and other intermediaries, who may be residents of other countries, is approximately 29.65%. These assumptions are based
on our shareholder registry issued by Action Stock Transfer as of April 28, 2017.



To our knowledge, we are not owned or
controlled directly or indirectly by another corporation or by any foreign government, nor are there any arrangements which may
result in a change of control of the Company. The directors of the Company own approximately 61% And as a result the percentage
of shares controlled by the directors currently represents voting control of the Company.





B.   Related Party Transactions



Trade and other payables

As at December 31, 2016, the Company had $36,177 (2015 - $87,086)
in trade and other payables owed to key management personnel. The amounts owed to key management personnel arose from outstanding
management fees and are non-interest bearing, unsecured and have no specified terms of repayment.



Promissory Notes

13





Included in Convertible Promissory Notes as at December 31,
2016, was $89,364 (including US$29,000) owed to a company controlled by a Director (also an officer) of the Company.



Compensation of Key Management Personnel

The Company incurred management fees for services provided by
key management personnel for the years ended December 31, 2016, 2015 and 2014, as described below.





Management Fees

|                     | 2016   |  | 2015   |  | 2014  
|-------------------- | ------ |  | ------ |  | ------
|                     | $      |  | $      |  | $     
|Management Fees      | 60,000 |  | 60,000 |  | 60,000
|Share-Based Payments | -      |  |        |  | -     
|                     |        |  |        |  |       
|                     | 60,000 |  | 60,000 |  | 60,000





During the year ended December 31, 2016,
the Company incurred consulting fees for services provided by a director of the Company. The fees were settled by the issuance
of 250,000 post-consolidation shares at $0.06 per share and a cash payment of $6,699 (US$5,000).







C.   Interest of Experts and Counsel



None.



Item 8.   Financial Information



See the consolidated financial statements under Item 18.



Item 9.   The Offer and Listing



A.   Offer and Listing Details



The Company's common shares are traded
on the “OTC.BB” under the symbol BITXF; the shares are not listed on any exchange or traded on any other medium.  Trading
commenced in the first quarter 2004 on the Pink Sheets and then became a reporting issuer and was listed for trading on the OTC.BB
during the second quarter of 2007.



The following table sets forth the high
and low closing prices on the OTC Markets and the OTC.BB for the periods indicated, adjusted for the consolidations of the
Company’s stock on March 22, 2010, April 3, 2013 and June8, 2016. See Item 10A below.



|By Quarters in 2016, 2015 & 2014 | High Sales Price | Low Sales Price
|-------------------------------- | ---------------- | ---------------
|US$                              | US$             
|Fourth Quarter 2016              | $0.96            | $0.06          
|Third Quarter 2016               | $0.77            | $0.20          
|Second Quarter 2016              | $3.75            | $0.70          
|First Quarter 2016               | $7.50            | $2.50          
|Fourth Quarter 2015              | $0.30            | $0.05          
|Third Quarter 2015               | $0.43            | $0.22          
|Second Quarter 2015              | $0.36            | $0.10          
|First Quarter 2015               | $0.15            | $0.07          
|Fourth Quarter 2015              | $0.60            | $0.05          
|Third Quarter 2014               | $0.85            | $0.12          
|Second Quarter 2014              | $0.18            | $0.08          
|First Quarter 2014               | $0.11            | $0.07          





14









On December 31, 2015, the closing price was US$0.08 per share.



B.   Plan of Distribution



Not applicable.



C.   Markets



See "Offer and Listing Details" above.



D.   Selling Shareholders



Not applicable.



E.   Dilution



Not applicable.



F.   Expenses of the Issue



Not applicable.

15









Item 10.   Additional Information



A.   Share Capital Authorized



Unlimited number of common shares without par value



Issued and Outstanding



|                                                       | Number of Common Shares |  | Amount
        $
|------------------------------------------------------ | ----------------------- |  | ----------------
|                                                       |                        
|                                                       |                        
|                                                       |                         |  |                 
|Balance, December 31, 2014 (Post-Share Consolidation)  | 1,060,650               |  | 3,178,514       
|Post-consolidation shares issued in settlement of debt | 560,000                 |  | 56,000          
|Shares held in escrow                                  | 1,500                   |  | 7,334           
|                                                       |                         |  |                 
|Balance, December 31, 2015 (Post-Share Consolidation)  | 1,622,150               |  | 3,241,848       
|Shares issued for Services                             | 5,000                   |  | 32,000          
|Fair Value of Share Rights Expired                     | 34,000                  |  | 85,000          
|                                                       | 1,661,150               |  | 3,358,848       
|                                                       |                         |  |                 
|Post-consolidation shares issued in settlement of debt | 41,000,000              |  | 276,983         
|Shares issued for Services                             | 250,000                 |  | 15,000          
|Shares held in escrow                                  | (1,500)                 |  | (5,374)         
|                                                       |                         |  |                 
|Balance, December 31, 2016 (Post-Share Consolidation)  | 42,909,650              |  | 3,645,457       





16





Share consolidation



Effective April 3, 2013, the
common shares of the Company were consolidated at the ratio of one new common share for every 50 old common shares. The Company
issued 835 shares to round up fractional entitlements resulting from the consolidation. The basic loss per share calculations disclosed
in the consolidated statements of comprehensive loss for the years ended December 31, 2012 and 2011, have been adjusted to reflect
the share consolidation.



Shares issued in settlement
of debt



In January 2013, the Company
entered into a debt settlement agreement with a company controlled by a Director and Officer of the Company to settle outstanding
accounts payable of $10,000. The Company agreed to issue 10,000,000 pre-April 3, 2013, share consolidation shares.



In April 2013, the Company entered
into a debt settlement agreement with an arm’s length party to settle outstanding accounts payable of $54,486. The Company
paid $15,000 in cash and issued 250,000 post-April 3, 2013, share consolidation shares with a fair value of $15,000. The Company
recorded a gain of $24,486 on the settlement of this debt.



In September 2013, the Company
entered into a debt settlement agreement with a company controlled by a Director and Officer of the Company to settle outstanding
accounts payable of $50,000. The Company agreed to issue 50,000,000 post-April 3, 2013, post-share consolidation shares with a
fair value of $100,000. The Company recorded a loss of $50,000 on the settlement of this debt.



Settlement of Convertible
Promissory Notes during 2014

On March 27, 2014, the Company
agreed to issue 28,000,000 common shares with a fair value of $56,000 for settlement of convertible promissory notes totaling $100,783
(including US$63,500), recording a gain of $44,783 on settlement of these debts. These debts were owed, on the date of settlement,
to arm’s length parties who acquired the debts from creditors of the Company on March 27, 2014 for a consideration of $9,000.
The Company issued the shares on May 23, 2014.



Shares in Escrow

On September 19, 2014,
the Company entered into an escrow agreement with a creditor. The Company agreed to pay the creditor $2,500 upon the signing of
the agreement and to issue 75,000 shares (1,500 post consolidation shaes) to be held in escrow. The Company is obligated to pay
the creditor a further $6,687 forty five days after the Company’s stock becomes DWAC-eligible. Upon payment of the final
amount owing the shares will be returned to the Company.



Shares issued for business
consulting during 2015

During the year ended December
31, 2015 the Company entered into business consulting agreements.. The Company agreed to issue in aggregate 300,000 shares (6,000
post-consolidation shares) with a fair value of $15,000



Shares issued for investor
relations services during 2015

During the year ended December
31, 2015 the Company entered into investor relations consulting agreements with various unrelated third parties. The Company paid
$21,063 (US$17,500) in cash and agreed to issue in aggregate 1,400,000 (28,000 post-consolidation shares) shares with a fair value
of $70,000.

17







Private Placements during
2015

On March 8, 2015, the Company
completed a private placement of 250,000 shares (5,000 post-consolidation shares) at $0.13 per share ($6.50 per post-consolidation
share), raising gross proceeds of $32,000.



On November 11, 2015, the
Company completed a private placement of 400,000 shares (8,000 post-consolidation shares) at US$0.05 per share (US$2.50 per post-consolidation
share), raising gross proceeds of $25,998 (US$20,000). Shares have not been issued as of December 31, 2015 and 2016.



Share Purchase Warrants

Not applicable



B.   Memorandum and Articles of Association



The Company is registered under the Company
Act of the Province of British Columbia, Canada (BC 0619991).



With respect to directors, under the
by-laws, a director who is a party to a material contract or proposed material contract with us, or is a director or officer of
or has a material interest in any person who is a party to a material contract or proposed material contract with us, must disclose
to us in writing the nature and extent of such interest.  An interested director can vote on only a limited number of
such matters (securing a loan from the director to the Company, his remuneration, indemnity or insurance, or a contract with an
affiliate) provided the interest is disclosed.  Otherwise, even with disclosure of the interest, such a director cannot
vote on a material contract or proposed material contract.  A contract approved by the board of directors is not voidable
because one or more directors has a conflict of interest, if the conflict is disclosed and the interested director(s) do not vote
on the matter.  Subject to the conflict of interest provisions summarized above, there is no restriction in the by-laws
on the power of the board of directors to have the Company borrow money, issue debt obligations, or secure debt or other obligations
of the Company.  The by-laws contain no provision for the retirement or non-retirement of directors under an age limit
requirement.  A director is not required to hold any shares of the Company in order to be a director.



The Articles of the Company provide for
the issuance of unlimited number of shares of common stock, without par value.  All holders of common stock have equal
voting rights, equal rights to dividends when and if declared, and equal rights to share in assets upon liquidation of the corporation.  The
common shares are not subject to any redemption or sinking fund provisions.  Directors serve from year to year, there
being no provision for a staggered board; cumulative voting for directors is not allowed.  Between annual general meetings,
the existing board can appoint one or more additional directors to serve until the next annual general meeting, but the number
of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of
the last annual meeting.  All issued and outstanding shares are fully paid and non-assessable securities.



In order to change the rights of the
holders of common stock, the passing of a special resolution by such shareholders is required, being the affirmative vote of not
less than 2/3 of the votes cast in person or by proxy at a duly called meeting of shareholders.



An annual meeting of shareholders must
be called by the board of directors not later than 15 months after the last annual meeting.  The board at any time may
call a special meeting of shareholders.  Notice of any meeting must be sent not less than 21 and not more than 50 days
before the meeting, to every shareholder entitled to vote at the meeting.  All shareholders entitled to vote are entitled
to be present at a shareholders meeting.  A quorum
is the presence in person or by proxy of the holders of at least 5% of the issued and outstanding shares of common stock.

18









Except under the Investment Canada Act,
there are no limitations specific to the rights of non-Canadians to hold or vote our shares under the laws of Canada or our charter
documents.  The Investment Canada Act ("ICA") requires a non-Canadian making an investment which would result
in the acquisition of control of a Canadian business, the gross value of the assets of which exceed certain threshold levels or
the business activity of which is related to Canada's cultural heritage or national identity, to either notify, or file an application
for review with, Investment Canada, the federal agency created by the ICA.  The notification procedure involves
a brief statement of information about the investment on a prescribed form which is required to be filed with Investment Canada
by the investor at any time up to 30 days after implementation of the investment.  It is intended that investments requiring
only notification will proceed without intervention by government unless the investment is in a specific type of business related
to the scope of the ICA.  If an investment is reviewable under the ICA, an application for review in the prescribed form
normally is required to be filed with Investment Canada before the investment is made and it cannot be implemented until completion
of review and Investment Canada has determined that the investment is likely to be of net benefit to Canada.  If the
agency is not so satisfied, the investment cannot be implemented if not made, or if made, it must be unwound.



C.   Material Contracts



Except as otherwise disclosed in this
Form 20-F, we have no material contracts.



D.   Exchange Controls



There are no laws, decrees or regulations
in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other
payments to non-resident holders of our shares of common stock.



E.   Taxation



Canada



Canadian Federal Income Tax Information
for United States Residents



The following is a discussion of material
Canadian federal income tax considerations generally applicable to holders of our common shares who acquire such shares in this
offering and who, for purposes of the Income Tax Act (Canada) and the regulations thereunder, or the Canadian Tax Act:



| | · | deal at arm’s length and are not affiliated with us;
| | - | ----------------------------------------------------

| | · | hold such shares as capital property;
| | - | -------------------------------------

| | · | do not use or hold (and will not use or hold) and are not deemed to use
or hold our common shares, in or in the course of carrying on business in Canada;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | have not been at any time residents of Canada; and
| | - | --------------------------------------------------

| | · | are, at all relevant times, residents of the United States, or U.S. Residents,
under the Canada-United States Income Tax Convention (1980), (the Convention).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------





TAX MATTERS ARE VERY COMPLICATED AND
THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL DEPEND UPON THE STOCKHOLDER’S
PARTICULAR SITUATION. THE SUMMARY OF MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY
A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES.



19





THIS DISCUSSION DOES NOT INCLUDE A
DESCRIPTION OF THE TAX LAWS OF ANY PROVINCE OR TERRITORY WITHIN CANADA. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON
SHARES ARE ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR OWN PARTICULAR
CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES OF PURCHASING, OWNING OR DISPOSING OF OUR COMMON SHARES ARISING UNDER CANADIAN FEDERAL,
CANADIAN PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S. STATE OR LOCAL TAX LAWS OR TAX LAWS OF JURISDICTIONS OUTSIDE THE
UNITED STATES OR CANADA.



This summary is based on the current
provisions of the Canadian Income Tax Act, proposed amendments to the Canadian Income Tax Act publicly announced by the Minister
of Finance (Canada) prior to the date hereof (the “Proposed Amendments”), and the provisions of the Convention as in
effect on the date hereof.  No assurance can be given that the Proposed Amendments will be entered into law in the manner
proposed, or at all. No advance income tax ruling has been requested or obtained from the Canada Revenue Agency to confirm the
tax consequences of any of the transactions described herein.



This summary is not exhaustive of all
possible Canadian federal income tax consequences for U.S. Residents, and other than the Proposed Amendments, does not take
into account or anticipate any changes in law, whether by legislative, administrative, governmental or judicial decision or action,
nor does it take into account Canadian provincial, U.S. or foreign tax considerations which may differ significantly
from those discussed herein.  No assurances can be given that subsequent changes in law or administrative policy will
not affect or modify the opinions expressed herein.



A U.S. Resident will not be subject
to tax under the Canadian Tax Act in respect of any capital gain on a disposition of our common shares unless such shares constitute
“taxable Canadian property”, as defined in the Canadian Tax Act, of the U.S. Resident and the U.S. Resident
is not eligible for relief pursuant to the Convention.  Our common shares will not constitute “taxable Canadian
property” if, at any time during the 60-month period immediately preceding the disposition of the common shares, the U.S. Resident,
persons with whom the U.S. Resident did not deal at arm’s length, or the U.S. Resident together with all such persons,
did not own 25% or more of the issued shares of any class or series of shares of our capital stock. In addition, the Convention
generally will exempt a U.S. Resident who would otherwise be liable to pay Canadian income tax in respect of any capital gain
realized by the U.S. Resident on the disposition of our common shares, from such liability provided that the value of our
common shares is not derived principally from real property situated in Canada. The Convention may not be available to a U.S. Resident
that is a U.S. LLC which is not subject to tax in the U.S.



Amounts in respect of our common shares
paid or credited or deemed to be paid or credited as, on account or in lieu of payment of, or in satisfaction of, dividends to
a U.S. Resident will generally be subject to Canadian non-resident withholding tax at the rate of 25%. Currently, under the
Convention the rate of Canadian non-resident withholding tax will generally be reduced to:



| | · | 5% of the gross amount of dividends if the beneficial owner is a company
that is resident in the U.S. and that owns at least 10% of our voting shares; or
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 15% of the gross amount of dividends if the beneficial owner is some
other resident of the U.S.
| | - | -----------------------------------------------------------------------------------------------



United States Federal Income Tax Information
for United States Holders.



The following is a general discussion
of material U.S. federal income tax consequences of the ownership and disposition of our common shares by U.S. Holders
(as defined below). This discussion is based on the United States Internal Revenue Code of 1986, as amended, Treasury regulations
promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect at the date hereof and all of
which are subject to change, possibly with retroactive effect. This discussion only addresses the tax consequences for U.S. Holders
that will hold their common shares as a “capital asset” and does not address U.S. federal income tax
consequences that may be relevant to particular U.S. Holders in light of their individual circumstances or U.S. Holders
that are subject to special treatment under certain U.S. federal income tax laws, such as:

20









| | · | tax-exempt organizations and pension plans;
| | - | -------------------------------------------

| | · | persons subject to alternative minimum tax;
| | - | -------------------------------------------

| | · | banks and other financial institutions;
| | - | ---------------------------------------

| | · | insurance companies;
| | - | --------------------

| | · | partnerships and other pass-through entities (as determined for United
States federal income tax purposes);
| | - | -----------------------------------------------------------------------------------------------------------

| | · | broker-dealers;
| | - | ---------------

| | · | persons who hold their common shares as a hedge or as part of a straddle,
constructive sale, conversion transaction, and other risk management transaction; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | persons who acquired their common shares through the exercise of employee
stock options or otherwise as compensation.
| | - | ---------------------------------------------------------------------------------------------------------------------



As used herein, the term “U.S. Holder”
means a beneficial owner of our common shares that is:



| | · | an individual citizen or resident of the United States;
| | - | -------------------------------------------------------

| | · | a corporation, a partnership or entity treated as a corporation or partnership
for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any political
subdivision thereof;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | an estate the income of which is subject to U.S. federal income
taxation regardless of its source; and
| | - | ------------------------------------------------------------------------------------------------------

| | · | a trust if both a United States Court
is able to exercise primary supervision over the administration of the trust; and one or more United States persons have the authority
to control all substantial decisions of the trust.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



TAX MATTERS ARE VERY COMPLICATED AND
THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL DEPEND UPON THE
STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW
IS INTENDED TO PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES.



NOTE THAT THIS DISCUSSION DOES NOT
INCLUDE A DESCRIPTION OF THE TAX LAWS OF ANY STATE OR LOCAL GOVERNMENT WITHIN THE UNITED STATES. ACCORDINGLY, HOLDERS AND PROSPECTIVE
HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS ABOUT THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN
TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES.



Ownership of Shares.



The gross amount of any distribution
received by a U.S. Holder with respect to our common shares generally will be included in the U.S. Holder’s gross
income as a dividend to the extent attributable to our current and accumulated earnings and profits (as determined under U.S. federal
income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s
pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and
reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s shares. To the extent the distribution exceeds
the adjusted tax basis of the U.S. Holder’s shares, the remainder will be taxed as capital gain
(the taxation of capital gain is discussed under the heading “Sale of Shares” below).

21









For taxable years beginning before January 1,
2009, dividends received by non-corporate U.S. Holders from a qualified foreign corporation are taxed at the same preferential
rates that apply to long-term capital gains. A foreign corporation is a “qualified foreign corporation” if it is eligible
for the benefits of a comprehensive income tax treaty with the United States (the income tax treaty between Canada and the United
States is such a treaty) or the shares with respect to which such dividend is paid is readily tradable on an established securities
market in the United States (such as the Nasdaq Capital Market).  Notwithstanding satisfaction of one or both of these
conditions, a foreign corporation is not a qualified foreign corporation if it is a passive foreign investment company (“PFIC”)
for the taxable year of the corporation in which the dividend is paid or the preceding taxable year. (Whether a foreign corporation
is a PFIC is discussed below under the heading “Passive Foreign Investment Companies”). A foreign corporation that
is a PFIC for any taxable year within a U.S. person’s holding period generally is treated as a PFIC for all subsequent
years in the U.S. person’s holding period.  Although we have not been, are not now, and do not expect to be
a PFIC, and we don’t expect to pay dividends, you should be aware of the following matters in the event that we do become
a PFIC and do pay dividends.





If we were to become a PFIC, then U.S. Holders
who acquire our common shares may be treated as holding shares of a PFIC throughout their holding period for the purpose of determining
whether dividends received from us are dividends from a qualified foreign corporation. As a consequence, dividends received by
U.S. Holders may not be eligible for taxation at the preferential rates applicable to long-term capital gains.



If a distribution is paid in Canadian
dollars, the U.S. dollar value of such distribution on the date of receipt is used to determine the amount of the distribution
received by a U.S. Holder. A U.S. Holder who continues to hold such Canadian dollars after the date on which they are
received, may recognize gain or loss upon their disposition due to exchange rate fluctuations. Generally such gains and losses
will be ordinary income or loss from U.S. sources.



U.S. Holders may deduct Canadian
tax withheld from distributions they receive for the purpose of computing their U.S. federal taxable income (or alternatively
a credit may be claimed against the U.S. Holder’s U.S. federal income tax liability as discussed below under the
heading “Foreign Tax Credit”). Corporate U.S. Holders generally will not be allowed a dividend received deduction
with respect to dividends they receive from us.



Foreign Tax Credit



Generally, the dividend portion of a
distribution received by a U.S. Holder will be treated as income in the passive income category for foreign tax credit purposes.
Subject to a number of limitations, a U.S. Holder may elect to claim a credit against its U.S. federal income tax liability
(in lieu of a deduction) for Canadian withholding tax deducted from its distributions. The credit may be claimed only against U.S. federal
income tax attributable to a U.S. Holder’s passive income that is from foreign sources.



If we were to become a qualified foreign
corporation with respect to a non-corporate U.S. Holder, dividends received by such U.S. Holder will qualify for taxation
at the same preferential rates that apply to long-term capital gains. In such case, the dividend amount that would otherwise be
from foreign sources is reduce by multiplying the dividend amount by a fraction, the numerator of which is the U.S. Holder’s
preferential capital gains tax rate and the denominator of which is the U.S. Holder’s ordinary income tax rate. The
effect is to reduce the dividend amount from foreign sources, thereby reducing the U.S. federal income tax attributable to
foreign source income against which the credit may be claimed. Canadian withholding taxes that cannot be claimed as a credit in
the year paid may be carried back to the preceding year and then forward 10 years and claimed as a credit in those years,
subject to the same limitations referred to above.



22





The rules relating to the determination
of the foreign tax credit are very complex. U.S. Holders and prospective U.S. Holders should consult their own tax advisors
to determine whether and to what extent they would be entitled to claim a foreign tax credit.



Sale of Shares



Subject to the discussion of the “passive
foreign investment company” rules below, a U.S. Holder generally will recognize capital gain or loss upon the sale of
our shares equal to the difference between: (a) the amount of cash plus the fair market value of any property received; and
(b) the U.S. Holder’s adjusted tax basis in such shares. This gain or loss generally will be capital gain or loss
from U.S. sources, and will be long-term capital gain or loss if the U.S. Holder held its shares for more than 12 months.
Generally, the net long-term capital gain of a non-corporate U.S. Holder from the sale of shares is subject to taxation at
a top marginal rate of 15%. A Capital gain that is not long-term capital gain is taxed at ordinary income rates. The deductibility
of capital losses is subject to certain limitations.



Passive Foreign Investment Companies



We will be a PFIC if, in any taxable
year either: (a) 75% or more of our gross income consists of passive income; or (b) 50% or more of the value of our assets
is attributable to assets that produce, or are held for the production of, passive income.  Subject to certain limited
exceptions, if we meet the gross income test or the asset test for a particular taxable year, our shares held by a U.S. Holder
in that year will be treated as shares of a PFIC for that year and all subsequent years in the U.S. Holder’s holding
period, even if we fail to meet either test in a subsequent year.



If we were a PFIC in the future, gain
realized by a U.S. Holder from the sale of PFIC Shares and certain dividends received on such shares would be subject to tax under
the excess distribution regime, unless the U.S. Holder made one of the elections discussed below. Under the excess distribution
regime, federal income tax on a U.S. Holder’s gain from the sale of PFIC Shares would be calculated by allocating the
gain ratably to each day the U.S. Holder held its shares. Gain allocated to years preceding the first year in which we were
a PFIC in the U.S. Holder’s holding period, if any, and gain allocated to the year of disposition would be treated as
gain arising in the year of disposition and taxed as ordinary income.  Gain allocated to all other years would be taxed
at the highest tax rate in effect for each of those years. Interest for the late payment of tax would be calculated and added to
the tax due for each of the PFIC Years, as if the tax was due and payable with the tax return filed for that year. A distribution
that exceeds 125% of the average distributions received on PFIC Shares by a U.S. Holder during the 3 preceding taxable years
(or, if shorter, the portion of the U.S. Holder’s holding period before the taxable year) would be taxed in a similar
manner.



A U.S. Holder may avoid taxation
under the excess distribution regime by making a qualified electing fund (“QEF”) election. For each year that we would
meet the PFIC gross income test or asset test, an electing U.S. Holder would be required to include in gross income, its pro
rata share of our net ordinary income and net capital gains, if any.  The U.S. Holder’s adjusted tax basis
in our shares would be increased by the amount of such income inclusions.  An actual distribution to the U.S. Holder
out of such income generally would not be treated as a dividend and would decrease the U.S. Holder’s adjusted tax basis
in our shares. Gain realized from the sale of our shares covered by a QEF election would be taxed as a capital gain. U.S. Holders
will be eligible to make QEF elections, only if we agree to provide to the U.S. Holders, which we do, the information they
will need to comply with the QEF rules.  Generally, a QEF election should be made by the due date of the U.S. Holder’s
tax return for the first taxable year in which the U.S. Holder held our shares that includes the close of our taxable year
for which we met the PFIC gross income test or asset test. A QEF election is made on IRS Form 8621.



A U.S. Holder may also avoid taxation
under the excess distribution regime by timely making a mark-to-market election.  An electing U.S. Holder would
include in gross income the increase in the value of its PFIC Shares during each of its taxable years and deduct from gross income
the decrease in the value of its PFIC Shares during each of its taxable years.  Amounts included in gross income or deducted
from gross income by an electing U.S. Holder are treated as ordinary income and ordinary deductions from U.S. sources.  Deductions
for any year are limited to the amount by which the income inclusions of prior years’ exceed the income deductions of prior
years. Gain from the sale of PFIC Shares covered by an election is treated as ordinary income from U.S. sources while a loss
is treated as an ordinary deduction from U.S. sources only to the extent of prior income inclusions. Losses in excess of such
prior income inclusions are treated as capital losses from U.S. sources.  A mark-to-market election is timely if
it is made by the due date of the U.S. Holder’s tax return for the first taxable year in which the U.S. Holder
held our shares that includes the close of our taxable year for which we met the PFIC gross income test or asset test. A mark-to-market
election is also made on IRS Form 8621.

23









As noted above, a PFIC is not a qualified
foreign corporation and hence dividends received from a PFIC are not eligible for taxation at preferential long-term capital gain
tax rates.  Similarly, ordinary income included in the gross income of a U.S. Holder who has made a QEF election
or a market-to-market election, and dividends received from corporations subject to such election, are not eligible for taxation
at preferential long-term capital gain rates. The PFIC rules are extremely complex and could, if they apply, have significant,
adverse effects on the taxation of dividends received and gains realized by a U.S. Holder.  Accordingly, prospective
U.S. Holders are strongly urged to consult their tax adviser concerning the potential application of these rules to their
particular circumstances.





Controlled Foreign Corporation



Special rules apply to certain U.S. Holders
that own stock in a foreign corporation that is classified as a “controlled foreign corporation” (“CFC”).  We
do not expect to be classified as a CFC. However, future ownership changes could cause us to become a CFC.  Prospective
U.S. Holders are urged to consult their tax advisor concerning the potential application of the CFC rules to their particular
circumstances.



Information Reporting and Backup
Withholding



United States information reporting and
backup withholding requirements may apply with respect to distributions to U.S. Holders, or the payment of proceeds from the
sale of shares, unless the U.S. Holder: (a) is an exempt recipient (including a corporation); (b) complies with
certain requirements, including applicable certification requirements; or (c) is described in certain other categories of
persons. The backup withholding tax rate is currently 28%.  Any amounts withheld from a payment to a U.S. Holder
under the backup withholding rules may be credited against any U.S. federal income tax liability of the U.S. Holder and
may entitle the U.S. Holder to a refund.



F.   Dividends and Paying
Agents



Not applicable.



G.   Statements by Experts



Not applicable.



H.   Documents on Display



Not applicable.



I.   Subsidiary Information



See the notes to the financial statements.



Item 11.   Quantitative and Qualitative Disclosures
about Market Risk



Not applicable.

24







Item 12.   Description of Securities Other
Than Equity Securities



Not applicable







25







PART II



Item 13.   Defaults, Dividend Arrearages and
Delinquencies



Not applicable.



Item 14.   Material Modifications to the Rights
of Security Holders and Use of Proceeds



Not applicable.



Item 15T.   Controls and Procedures



Item 15.   Controls and Procedures



Disclosure Controls and Procedures

The
Chief Executive and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based
on that evaluation, the Chief Executive and Chief Financial Officer has concluded that, as of December 31, 2016, these disclosure
controls and procedures were not effective to ensure that all information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in
the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive and
Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure, primarily due to the Company’s
minimal financial staff which prevents us from segregating duties, which management believes is a material weakness in our internal
controls and procedures. We intend to address such weakness and work with outside advisors to improve our controls and procedures
as and when the circumstances of the Company permit this.



Management’s Annual Report on
Internal Control over Financial Reporting



Management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and
15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive
and Interim Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.



Internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets
that could have a material effect on our financial statements.



Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Forward looking statements regarding the effectiveness
of internal controls during future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.



26







Management completed an assessment of
the effectiveness of the Company’s internal control over financial reporting (“ICFR”) as of December 31, 2016,
using the Committee of Sponsoring Organizations of the Treadaway Commission (“COSO”) framework as contemplated by Rule
13a-15(c). Based on this assessment, the Company concluded that it did not have effective internal controls over financial reporting
as of December 31, 2016.



The Company’s assessment of the
effectiveness of the ICFR as at December 31, 2016 identified certain material weaknesses as of that date:



|1. | Weakness: It is not possible to adequately segregate incompatible duties among the officers of the Company, because the Company has only two officers and one accounting consultant. Remediation: Appoint a new Chief Financial Officer, in addition to the current officers, to formally segregate the duties of maintaining accounting records and preparing financial statements, from the executive duties of the current officers. Brad Moynes, who has served as Chief Financial Officer from July 2009, will cease to serve in that position upon appointment of a new individual as Chief Financial Officer.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Weakness: The Company is small, with only two officers, thereby creating a risk of override of existing controls by management. Remediation: Require the new Chief Financial Officer’s approval of all expenditures and other dispositions of assets.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Weakness: The Company maintains limited audit evidence in documentary form which is used to test the operating effectiveness of control activities. Remediation: Improve the documentation of expenditures and receipts, under the joint supervision of the new Chief Financial Officer and the Chief Executive Officer, to ensure received goods and third-party services conform to contract terms.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company intends to appoint additional
levels of executive management and personnel to remediate the weaknesses, in the specific manners described in paragraphs 1 through
3 above, as and when the Company has sufficient financial resources to effect the remediations.



This Annual Report does not include an
attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual
Report.



Changes in Internal Control over Financial
Reporting



As disclosed above, the Company completed
its assessment of its ICFR in place for the year ended December 31, 2016, using the COSO framework. There were no changes in ICFR
during the 2016 fiscal year that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.



Item 16A.   Audit Committee Financial Experts



Not applicable.



Item 16B.   Code of Ethics



Not applicable.



27





Item 16C.   Principal Accountant Fees and Services



Not applicable.



Item 16D.   Exemptions from the Listing Standards
for Audit Committees



Not applicable.



Item 16E.   Purchases of Equity Securities
by the Issuer and Affiliated Purchasers



None.



Item 16F.   Change in Registrant’s Certifying
Accountant



Not applicable.



Item 16G.   Corporate Governance



Not applicable.



28









Item 17.   Financial Statements



Not applicable.



Item 18.   Financial Statements



See the consolidated financial statements
of the Company, the notes thereto, and the auditors’ reports thereon, which are filed as Exhibit 99.1 with this FORM 20-F.  All
of the financial information is presented in accordance with International Financial Reporting Standards.



Item 19.   Exhibits



|Exhibit No. | Description of Exhibit                                                            
|----------- | ----------------------------------------------------------------------------------
|3.(i)       | Articles of Incorporation (Notice of Articles and Transition Application)         
|3.(ii)      | By-laws (Schedule “A”)                                                            
|4.(1)       | Management Agreement of January 1, 2008 (Bradley James Moynes)                    
|4.(2)       | Management Agreement of January 1, 2008 (James Robert Moynes)                     
|4.(3)       | Certifications (Brad J. Moynes)*                                                  
|4.(4)       | Certification Pursuant 18 USC Section (Brad J. Moynes)*                           
|4.(6)       | Form of Warrant dated May 23, 2007                                                
|23.(1)      | Consent of Independent Auditors*                                                  
|99.(1)      | Consolidated Financial Statements for the years ended December 31, 2016 and 2015.*



*   Filed herewith



SIGNATURES



The registrant hereby certifies that it meets all of the requirements
for filing on FORM 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report.



|                  | Digatrade Financial Corp.                      
|----------------- | -----------------------------------------------
|                  |                                                
|Date: May 1, 2017 | /s/ Brad J. Moynes                             
|                  | Brad J. Moynes                                 
|                  | Chairman, President and Chief Executive Officer
|                  |                                                





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