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): ~~July~~June 104, ~~2017~~2018

MOBETIZE CORP.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 333-181747 (Commission File Number) 99-0373704 (IRS Employer Identification No.)

~~333-181747~~1150 – 510 Burrard Street, Vancouver, British Columbia V6E 3A8

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:

~~obligation~~☐ Written ofcommunications ~~the~~pursuant ~~registrant~~to ~~under~~Rule ~~any~~425 ofunder the ~~following~~Securities ~~provisions:~~Act (17 CFR 230.425)

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

~~Written~~☐ Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

□☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~1

□ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

~~Pre~~Certificate of Designation -~~commencement~~ ~~communications~~On ~~pursuant~~June to1, ~~Rule~~2018, ~~14d-2~~the Board of Directors of Mobetze Corp. (bthe “Company”) ~~under~~and Ajay Hans, approved the ~~Exchange~~Second ~~Act~~Amended Certificate of Designation of Preferred Stock of Mobetize Corp. Series A Preferred Stock (17the ~~CFR~~“Second Amended Certificate of Designation”) that amends and replaces in its entirety the Certificate of Amendment of Preferred Stock of Mobetize Corp. Series A Preferred Stock dated May 20, 2016. The Second Amended Certificate of Designation was filed with the Nevada Secretary of State on June 4, 2018.

~~240.14d-2~~The Second Amended Certificate of Designation designates ten million (b10,000,000) shares of the Company’s authorized preferred share capital as Series A Preferred Stock (the “Series A”) and provides for certain preferences to holders of Series A which are summarized as follows:

□Conversion Rights – Shares of Series A can be converted into shares of common stock (the “Common Stock”) or shares of Series B Preferred Stock (the “Series B”) on a one for one (1:1) basis, subject to adjustments, on or after the second (2nd) anniversary of the designation of the Series A or on an earlier date if converted in connection with a reorganization, reclassification, consolidation, merger or sale.

~~Pre-commencement~~Voting Rights ~~communications~~– ~~pursuant~~Shares of Series A entitle the holder thereof to ~~Rule~~ten ~~13e-4~~(c10) ~~under~~votes for each share of Series A, voting together with the ~~Exchange~~Common ~~Act~~Stock and any additional series of preferred stock as a single class, with respect to any and all matters presented to the shareholders of the Company for their action or consideration (17whether ~~CFR~~at a meeting of shareholders of the Company, by written action of shareholders in lieu of a meeting or otherwise).

~~240~~Rank – Shares of Series A Preferred Stock rank pari pasu with the Common Stock and any additional series of preferred stock issued by the Corporation in respect to dividend rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company.~~13e-4(c))~~

~~ITEM~~Protection Provisions ~~5.03~~– ~~AMENDMENTS~~The TOSecond ~~ARTICLES~~Amended OFCertificate ~~INCORPORATION~~of ORDesignation ~~BYLAWS~~may not be altered in any way except with the consent of the holder of Series A Preferred Stock; ~~CHANGE~~the INCompany may not redeem for value existing shares of Common Stock or any additional series of preferred stock if such redemption does not include outstanding shares of Series A; the Company may not issue a new series of capital stock ranking pari pasu or with a preference over the voting rights fixed for the Series A.

~~FISCAL~~The foregoing ~~YEAR~~description of the Second Amended Certificate of Designation is qualified in its entirety by reference to the full text of the document, and should be read in conjunction with the Second Amended Certificate of Designation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1.6.

~~__________________________________________________________________________________________~~ITEM 8.01 OTHER EVENTS

On June ~~July~~4, 112018, ~~2017~~Ajay ~~(“Effective Date”)~~Hans, onthe Company’s Chief Executive Officer and Chief Financial officer the ~~open~~sole holder of ~~business~~Series A elected to convert all 4,565,000 aoutstanding ~~one~~shares ~~for~~of ~~one~~Series ~~hundred~~A ~~(1/100)~~to ~~reverse~~Series ~~stock~~B, ~~split~~in accordance with the terms and conditions of the Second Amended Certificate of Designation.

ofITEM ~~the issued and outstanding common stock, par value $0~~9.~~001~~01 ~~per~~FINANCIAL ~~share~~STATEMENTS ~~(“Common~~AND ~~Stock”), of Mobetize Corp.~~EXHIBITS

(~~“Company”~~d) ~~was effected (“Reverse Stock Split”).~~ Exhibits

OnThe exhibit ~~July~~required ~~10,~~to ~~2017,~~be ~~the~~attached ~~Company~~by ~~filed~~Item a601 ~~certificate~~ of ~~amendment~~Regulation toS-K ~~its~~are ~~Articles~~filed ~~of Incorporation (“Articles”) as~~herewith.

amended (“Amendment”) with the Nevada Secretary of State.

Exhibit No.	Page No.	Description
3.1.6	Attached	Second Amended Certificate of Designation

~~The Amendment decreased the number of authorized shares of Common Stock from five hundred and~~2

~~twenty-five~~Pursuant to ~~million~~the ~~(525~~requirements of the Securities Exchange Act of 1934,~~000,000)~~ ~~shares~~the ~~par~~registrant ~~value~~has ~~$0.001~~duly caused this report to ~~two~~be ~~hundred~~signed ~~and~~on ~~fifty~~its ~~million (250,000,000)~~behalf by the undersigned hereunto duly authorized.

shares par value $0.001 and decreased the number of authorized preferred shares (“Preferred Stock”)

*Mobetize Corp.*		*Date*

By:	/s/ Ajay Hans	June 5, 2018
Name:	Ajay Hans
Title:	Chief Executive Officer

~~from two hundred and fifty million (250,000,000) shares par value $0.001 to seventy-five million~~3

shares (75,000,000) par value $0.001with no change in the number of designated or outstanding Series

A preferred shares or Series B preferred shares.

The Company notified Financial Regulatory Authority, Inc. (“FINRA”) of its intention to effect the Reverse

Stock Split, as required by Rule 10b-17 under the Securities Exchange Act of 1935, as amended. FINRA

determined that the Reverse Stock Split could be effected on July 11, 2017.

On the Effective Date, 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

with the Reverse Stock Split, the Company's CUSIP number has changed to 607050408. The Company’s

transfer agent is VStock Transfer, LLC.

A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference

herein.

__________________________________________________________________________________________

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

Split and the 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.

Description

3.1

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

Mobetize Corp

99.1

News Release dated July 10, 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

July 10, 2017

Name: Ajay Hans

Title: Chief Executive Officer

Filing Compare · MOBETIZE, CORP.