UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~March~~July 2910, 2017

MOBETIZE CORP.

(Exact name of registrant as specified in its charter)

Nevada

333-181747

99-0373704

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

8105 Birch Bay Square Street, Suite 205 Blaine, Washington 98230

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (778) 588-5563

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing

obligation of the registrant under any of the following provisions:

□

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

□

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

ITEM 15.0103 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN

~~ENTRY~~FISCAL ~~INTO A MATERIAL DEFINATIVE AGREEMENT~~YEAR.

__________________________________________________________________________________________

On ~~March~~July 2911, 2017, ~~Mobetize Corp.,~~ (“~~Company~~Effective Date”), ~~entered~~on ~~into~~the open of business, a ~~Lead~~one ~~Investor~~for ~~Agreement~~one ~~with~~hundred ~~Richard~~(1/100) ~~and~~reverse stock split

~~Jonathan~~of ~~Kalikow~~the issued and outstanding common stock, par value $0.001 per share (“~~Investors~~Common Stock”), of Mobetize Corp.

~~The~~(“Company”) ~~Lead~~was ~~Investor~~effected ~~Agreement~~(“Reverse ~~committed~~Stock ~~the Investors to subscribe for a minimum of one hundred and fifty~~Split”).

~~thousand~~On ~~(150~~July 10,~~000)~~ ~~shares~~2017, ofthe ~~Series~~Company Bfiled ~~Preferred~~a ~~Stock~~certificate ~~from~~of aamendment ~~total~~to ~~offering~~its Articles of ~~five~~Incorporation ~~hundred thousand~~ (~~500,000~~“Articles”) as

~~shares~~amended ~~of Series B Preferred Stock at $1.00 per share~~ (“~~Offering~~Amendment”). ~~The~~with ~~Company~~the ~~agreed~~Nevada inSecretary ~~return~~of ~~that as an~~State.

~~inducement~~The toAmendment decreased the number of authorized shares of Common Stock ~~Investors’~~from ~~participation~~five inhundred ~~the offering, that conditioned on full subscription of the Offering,~~and

~~that~~twenty-five itmillion ~~would effect a one for one hundred~~ (~~1/100~~525,000,000) ~~consolidation~~shares ofpar ~~its~~value ~~common stock~~$0.001 ~~The~~to ~~Company~~two ~~also~~hundred ~~agreed~~and fifty million (250,000,000)

~~to offer~~ shares par value $0.001 and decreased the ~~Investors, a ten~~ number of authorized preferred shares (10“Preferred Stock”) ~~day first right of refusal for any subsequent financing offered by the Company~~

~~within~~from two hundred and fifty million ~~twelve~~ (12250,000,000) ~~months of the closing of the Offering~~ shares par value $0.001 to seventy-five million

~~On March 31~~shares (75, ~~2017~~000, ~~the Offering was fully subscribed~~000) par value $0.001with no change in the number of designated or outstanding Series

~~The~~A preferred shares ~~Company~~or ~~will~~Series ~~initiate~~B ~~the~~preferred ~~process of effecting a 1/100 consolidation of its common stock in accordance~~shares.

~~with~~The ~~the~~Company ~~conditions~~notified ofFinancial ~~the~~Regulatory ~~Lead~~Authority, ~~Investor Agreement~~Inc. ~~The~~(“FINRA”) ~~effective date~~ of ~~the~~its ~~consolidation~~intention ~~will~~to beeffect ~~further~~the Reverse

~~announced~~Stock onSplit, ~~notification~~as torequired ~~FINRA~~by Rule 10b-17 under the Securities Exchange Act of 1935, as amended. FINRA

~~ITEM~~determined 3that the Reverse Stock Split could be effected on July 11, 2017.02

~~SALES~~On OFthe ~~UNREGISTERED~~Effective ~~EQUITY~~Date, ~~SECURITIES~~the Company's trading symbol changed to “MPAYD” for a period of 20 business days,

~~__________________________________________________________________________________________~~after which period the Company’s trading symbol will revert to the original symbol of “MPAY.” In connection

Onwith ~~March~~the ~~31,~~Reverse ~~2017~~Stock Split, ~~our board of directors authorized~~ the ~~issuance~~Company's ofCUSIP ofnumber ~~500,000~~has ~~Series~~changed Bto ~~Preferred~~607050408. ~~Shares~~The toCompany’s

~~nine~~transfer ~~individuals,~~agent asis ~~detailed~~VStock ~~below~~Transfer, ~~at a price of $1~~LLC.~~00 per share for aggregate consideration of $500,000 in~~

~~connection~~A ~~with~~copy of the ~~Offering~~Amendment ~~pursuant~~is attached to ~~the~~this ~~exemptions~~Current ~~from~~Report ~~registration~~as ~~provided~~Exhibit by3.1 ~~Section~~and ~~4(2)~~is ~~and~~incorporated by reference

~~Regulation D of the Securities Act~~herein.

~~Series B Preferred Shares are convertible into shares of Company’s common stock subsequent to May 23, 2018.~~__________________________________________________________________________________________

No commissions were paid in connection with this Offering.

Name

Sale Date

Consideration Series B Preferred Shares Exemption

Richard Mortman

03/19/2017

$50,000

50,000

Section 4(2)/Reg D

Greg Mortman

03/20/2017

$50,000

50,000

Section 4(2)/Reg D

David Fink

06/16/2017

$50,000

50,000

Section 4(2)/Reg D

Michael Rappaport

03/31/2017

$50,000

50,000

Section 4(2)/Reg D

George Friedland

03/31/2017

$50,000

50,000

Section 4(2)/Reg D

Alan Rothschild

03/16/2017

$50,000

50,000

Section 4(2)/Reg D

Alfred Netter

03/31/2017

$50,000

50,000

Section 4(2)/Reg D

Richard Kalikow

03/16/2017

$75,000

75,000

Section 4(2)/Reg D

Jonathan Kalikow

03/22/2017

$75,000

75,000

Section 4(2)/Reg D

Mobetize complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuances were isolated private transaction by the Company that did not involve a

public offering; (2) the offerees had access to the kind of information which registration would disclose; and (3)

the offerees were financially sophisticated.

Mobetize complied with the requirements of Regulation D of the Securities Act by: (i) foregoing any general

solicitation or advertising to market the securities; (ii) offering only to accredited offerees; (iii) having not

violated antifraud prohibitions with the information provided to the offerees; (iv) being available to answer

questions by the offerees; and (v) providing restricted preferred shares to the offerees.

______________________________________________________________________________

ITEM 7.01

REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99.1, the Company has made available on its corporate website,

http://www.mobetize.com, news for its shareholders and other interested parties in connection with the Reverse

~~announcement~~Split ofand ~~its Agreement with~~ the ~~Investors~~Amendment.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be

“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall same be

deemed to be incorporated by reference in any filings under the Securities Act of 1933, as amended, or the

Securities and Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless

of any general incorporation language in any such filings, except to the extent expressly set forth by specific

reference in such filing.

~~___________________________________________________________________________________~~__________________________________________________________________________________________

__________________________________________________________________________________________

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

~~_____________________________________________________________________________________~~__________________________________________________________________________________________

(d)

Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.

Exhibit No.

Page No.

Description

103.1

~~Attached~~Certificate of Amendment, dated July 10, 2017, to the Articles of Incorporation of

~~Lead~~Mobetize ~~Investor’s Agreement entered into on March 29, 2017.~~Corp

99.1

~~Attached~~News Release dated July 10, 2017.

News Release dated April 3, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned hereunto duly authorized.

Mobetize Corp.

Date

By: /s/ Ajay Hans

~~April~~July 410, 2017

Name: Ajay Hans

Title: Chief Executive Officer

Filing Compare · MOBETIZE, CORP.