MOBETIZE, CORP. - FORM 10-Q

Attached files

file	filename
EX-32.2 - CERTIFICATION CFO - MOBETIZE, CORP.	exhibit322.htm
EX-32.1 - CERTIFICATION CEO - MOBETIZE, CORP.	exhibit321.htm
EX-31.2 - CERTIFICATION CFO - MOBETIZE, CORP.	exhibit312.htm
EX-31.1 - CERTIFICATION CEO - MOBETIZE, CORP.	exhibit311.htm
EX-14 - CODE OF BUSINESS - MOBETIZE, CORP.	exhibit14.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 333-181747

MOBETIZE CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

7299

99-0373704

(Primary Standard Industrial Classification Number)

(IRS Employer Identification Number)

8105 Birch Bay Square St, Suite 205, Blaine WA 98230

(Address of principal executive offices)

Issuer’s telephone number: (778) 588-5563

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or

15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X ] No[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-

accelerated filer, or a smaller reporting company.

Large accelerated filer ☐

Accelerated filer

☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). ☐Yes ☒No

At August 12, 2016, the number of shares outstanding of the registrant’s common stock, $0.001 par

value was 23,330,233, the number of shares outstanding of registrant’s Series A preferred stock, $0.001

par value was 4,565,000, and the number of shares outstanding of registrants Series B preferred stock,

$0.001 par value was 11,570,648.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings and Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

MOBETIZE, CORP.

Consolidated Balance Sheets

June 30, 2016

(Unaudited)

US $

JUNE 30,

MARCH 31,

2016

ASSETS

Current Assets:

Cash

19,075

210,341

Accounts receivable

72,215

43,729

Prepaid expenses and deposits

52,391

59,516

Prepaid expenses and deposits – related party (Note 4d)

6,508

5,241

Total Current Assets

150,189

318,827

Property and equipment, net (Note 3)

10,995

11,828

TOTAL ASSETS

161,184

330,655

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES

Current Liabilities:

Accounts payable and accrued liabilities

189,269

138,956

Accounts payable and accrued liabilities - related party (Note 4d)

124,357

75,749

Deposits due to customers

1,480

Promissory note – related party (Note 4d)

75,000

50,000

Convertible debenture (Note 5f)

275,000

Total Current Liabilities

665,106

541,185

Shareholder loans (Notes 4d&e)

59,073

47,476

TOTAL LIABILITIES

724,179

588,661

STOCKHOLDERS' DEFICIENCY

Common stock, $0.001 Par Value: 525,000,000 authorized and 23,330,233

common shares issued and outstanding, respectively (Note 5)

23,330

28,751

Preferred stock – Class A, $0.001 Par Value: 250,000,000 authorized and

4,565,000 preferred shares issues and outstanding (Note 5d)

4,565

Preferred stock – Class B, $0.001 Par Value: 250,000,000 authorized and

5,420,648 preferred shares issues and outstanding (Note 5e)

5,421

Share subscriptions payable

30,000

Share purchase warrants (Note 6)

676,964

Share options (Note 7)

830,382

757,524

Additional paid-in capital

4,608,487

Accumulated other comprehensive loss

(9,394)

(9,236)

Accumulated deficit

(6,732,750)

(6,325,061)

Total Stockholders' Deficiency

(562,995)

(258,006)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

161,184

330,655

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Consolidated Statements of Operations and Comprehensive Loss

For the three months ended June 30, 2016 and 2015

(Unaudited)

US$

THREE MONTHS ENDED

JUNE 30,

2016

2015

OPERATING REVENUES

Revenues

75,618

3,335

OPERATING EXPENSES

Depreciation

805

776

General and administrative

86,878

64,800

General and administrative - related party (Note

4a&c)

2,683

1,434

Investor relations and promotion

34,515

Listing fees

4,052

12,235

Management salaries and consulting fees

21,000

110,366

Management salaries and consulting fees - related

party (Note 4a)

37,210

30,000

Professional fees

84,703

27,267

Research and development

102,582

111,566

Research and development - related party (Note 4a)

27,154

631

Sales and marketing

8,867

3,925

Stock based compensation expense (Note 7)

72,858

Total operating expenses

483,307

363,000

NET LOSS

(407,689)

(359,665)

NET LOSS PER SHARE

Basic

(0.02)

(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON

SHARES OUTSTANDING

Basic

27,070,480

30,226,095

COMPREHENSIVE LOSS

Net loss

(407,689)

(359,665)

Other comprehensive loss:

Foreign currency translation adjustment

(158)

1,599

Comprehensive loss:

(407,847)

(358,066)

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Consolidated Statements of Stockholders’ Equity

For the three months ended June 30, 2016 and the year ended March 31, 2016

(Unaudited)

Preferred Shares –

Common Shares

Class A

Class B

Warrants

Accumulated

Additional

Share

Options and

Other

Total

Paid-In

Subscriptions other Reserves

Accumulated Comprehensive

Shareholder’s

Number

Value

Number

Value

Number

Value

Capital

Payable

(Note 8)

Deficit

Loss

Equity

Balance - March 31, 2015

30,185,505 $

30,186

- $

4,030,880 $

14,303 $

423,408 $

(4,255,516) $

(2,326) $

240,935

Stock payable for consultancy

services received (Note 5a)

18,181

Sale of 161,481 shares at

$0.50/share

(Notes 5b)

161,481

161

65,022

15,556

80,739

Sales of 2,724,688 shares at

$0.25/share, net of $12,122

financing fee (Note 5b)

2,724,668

2,725

403,850

262,470

669,045

Valuation of financing warrants on

sale of shares (Notes 6d)

3,372

Exercise of warrants in the period

(Note 6a)

189,500

189

94,561

94,750

Warrants issued on exercise of

expiring warrants (Note 6a)

(18,255)

18,255

Share options issued in the period

(Note 8)

711,427

Conversion of common to

preferred shares

(Note 5d)

(4,565,000)

(4,565) 4,565,000

4,565

Shares issued for services (Note

5a)

54,727

32,429

(32,484)

Net loss for the year

(2,069,545)

Comprehensive loss for the year

(6,910)

Balance – March 31, 2016

28,750,881 $

28,751 4,565,000 $

4,565 $

- $

- $ 4,608,487 $

- $

1,434,488 $

(6,325,061) $

(9,236) $

(258,006)

Stock payable for consultancy

services received (Note 5a)

30,000

Conversion of common to

preferred shares (Note 5e)

(5,420,648)

(5,421)

- 5,420,648

5,421

Share option expense in the period

(Note 8)

72,858

Net Loss for the year

(407,689)

Comprehensive loss

(158)

Balance – June 30, 2016

23,330,233 $

23,330 4,565,000 $

4,565 $ 5,240,648 $

5,421 $ 4,608,487 $

30,000 $

1,507,346 $

(6,732,750) $

(9,394) $

(562,995)

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Consolidated Statements of Cash Flow

For the three months ended June 30, 2016 and 2015

(Unaudited)

US$

THREE MONTHS ENDED

JUNE 30,

2016

2015

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(407,689)

(359,665)

Adjustments to reconcile net loss to net cash used in

operating activities:

Depreciation expense

805

776

Shares issued for services

30,000

6,630

Interest accrued on shareholder loans

950

Amounts due to related parties

10,647

Share based compensation

72,858

Changes in assets and liabilities

Accounts receivable

(28,486)

(3,431)

Accounts receivable – related party

14,687

Prepaid expenses and deposits

7,125

17,335

Prepaid expenses and deposits – related party

(1,267)

Accounts payables and accrued liabilities

50,313

42,218

Accounts payable - related party

48,608

(51,231)

Net cash used in operating activities

(216,136)

(332,681)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of computer equipment

(1,742)

Net cash used in investing activities

(1,742)

CASH FLOWS FROM FINANCING ACTIVITES

Proceeds from sale of common stock

92,250

Proceeds from related party

25,000

81,106

Net cash provided by financing activities

25,000

173,356

EFFECT OF EXCHANGE RATE CHANGES ON CASH

(130)

1,377

NET DECREASE IN CASH

(191,266)

(159,690)

CASH - BEGINNING OF PERIOD

210,341

312,899

CASH - END OF PERIOD

19,075

153,209

CASH PAID DURING THE PERIOD FOR:

Interest expense

Tax expense

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Notes to the Consolidated Financial Statements

June 30, 2016

(Unaudited)

1. Nature of Operations and Continuance of Business

Mobetize, Corp. (the “Company”) was incorporated in the state of Nevada on February 23, 2012,

under the name Slavia, Corp.

Mobetize Corp. is an emerging Fintech Company which provides Fintech solutions and services to

enable and support the convergence of global telecom and financial services providers (“Customers”).

This is achieved through the Company’s Global Mobile B2B Fintech and Financial Services

Marketplace (“Hub”). Mobetize is focused on selling Fintech solutions and services to global telecom

and financial services providers.

The Company’s activities are subject to significant risks and uncertainties, including the need to

secure additional funding to operationalize the Company’s current technology before another

company develops competitive products.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies

that the Company will continue to realize its assets and discharge its liabilities in the normal course of

business. As of June 30, 2016, the Company has an accumulated deficit of $6,732,750, a history of

net losses and cash used in operating activities, and working capital deficiency of $514,917. These

factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The

continuation of the Company as a going concern is dependent upon the continued financial support

from its management, generating higher sales in the upcoming quarterly periods according to the

budget, management’s ability to obtain the necessary debt or equity financing, cutting operating costs,

launching viable products, and generating profitable operations overall from the Company’s future

operations. These financial statements do not include any adjustments to the recoverability and

classification of recorded asset amounts and classification of liabilities that might be necessary should

the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

The interim consolidated financial statements of the Company have been prepared in accordance

with accounting principles generally accepted in the United States (“US GAAP”) which include

the accounts of Mobetize Canada Inc. and Mobetize USA Inc., both of which are wholly-owned

subsidiaries of the Company. The consolidated financial statements are expressed in U.S. dollars.

All significant intercompany transactions and balances have been eliminated. The Company’s

fiscal year end is March 31.

b) Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related to the collectability of

accounts receivable, valuation of intangible assets, revenue recognition, fair value of stock-based

compensation, and deferred income tax asset valuation allowances. The Company bases its

estimates and assumptions on current facts, historical experience and various other factors that it

believes to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying values of assets and liabilities and the accrual of costs and expenses

that are not readily apparent from other sources. The actual results experienced by the Company

may differ materially and adversely from the Company’s estimates. To the extent there are

material differences between the estimates and the actual results, future results of operations will

be affected.

c) Financial Statements

These consolidated financial statements have been prepared in the opinion of management to

reflect all adjustments, which include only normal recurring adjustments, necessary to present

fairly the Company’s financial position, results of operations and cash flows for the periods

shown. The results of operations for such periods are not necessarily indicative of the results

expected for a full year or for any future period.

d) Cash

The Company considers all highly liquid instruments with maturity of three months or less at the

time of issuance to be cash equivalents. As of June 30, 2016 and 2015, the Company had no cash

equivalents.

e) Accounts Receivable

The Company evaluates the collectability of accounts receivable based on the age of receivable

balances and customer credit-worthiness. If the Company determines that financial conditions of

its customers have deteriorated, an allowance for doubtful accounts may be made or the accounts

receivable written off if all collection attempts have failed.

f) Prepaid Expenses

The Company pays for some services in advance and recognizes these expenses as prepaid at the

balance sheet date. If certain prepaid expenses extend beyond one-year, those are classified as

non-current assets.

g) Revenue Recognition

The Company recognizes revenue from licensing and professional fees. Revenue will be

recognized only when the price is fixed and determinable, persuasive evidence of an arrangement

exists, the service has been provided, and collectability is reasonably assured.

h) Property and Equipment

Property and equipment is accounted for at cost less accumulated depreciation and includes

computer equipment and office furniture. Depreciation is computed using the straight-line method

over the estimated useful lives of the assets, which are five years.

i) Research and Development Costs

The Company incurs research and development costs during the course of its operations. The

costs are expensed except in cases where development costs meet certain identifiable criteria for

capitalization. Capitalized development costs are amortized over the life of the related

commercial production.

j) Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation –

Stock Compensation, which requires the measurement and recognition of compensation expense

based on estimated fair values for all share-based awards made to employees and directors,

including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant

using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its

method of determining fair value. This model is affected by the Company’s stock price as well as

assumptions regarding a number of subjective variables.

These subjective variables include, but are not limited to the Company’s expected stock price

volatility over the term of the awards, and actual and projected employee stock option exercise

behaviors. The value of the portion of the award that is ultimately expected to vest is recognized

as an expense in the consolidated statement of comprehensive loss over the requisite service

period.

Options granted to consultants are valued at the fair value of the equity instruments issued, or the

fair value of the services received, whichever is more reliably measureable.

k) Income Taxes

Deferred income taxes are determined using the liability method for the temporary differences

between the financial reporting basis and income tax basis of the Company’s assets and liabilities.

Deferred income taxes are measured based on the tax rates expected to be in effect when the

temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities

are recognized based on anticipated future tax consequences attributable to differences between

financial statement carrying amounts of assets and liabilities and their respective tax bases.

The Company’s policy is to recognize penalties and interest, if any, related to uncertain tax

positions as general and administrative expense.

l) Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per

Share. ASC 260 requires presentation of basic and diluted earnings per share (“EPS”) on the face

of the income statement. Basic EPS is computed by dividing net loss available to common

shareholders and preferred shareholders (numerator) by the weighted average number of shares

outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential

common shares outstanding during the period using the treasury stock method and convertible

preferred stock using the if-converted method. In computing diluted EPS, the average stock price

for the period is used in determining the number of shares assumed to be purchased from the

exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their

effect is anti-dilutive. Due to the continued losses in the Company, all convertible instruments,

stock options, and warrants are considered anti-dilutive. Consequently, as of June 30, 2016, the

Company has nil (2015 – nil) potentially dilutive shares.

m) Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of

comprehensive loss and its components in the financial statements.

n) Financial Instruments / Concentration

Financial instruments consist principally of cash, accounts receivable, accounts payable, deposits

due to customers, promissory note, shareholder loans, and due to related parties. Pursuant to ASC

820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair

value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active

markets for identical assets.

The recorded values of all other financial instruments approximate their current fair values

because of their nature and respective relatively short maturity dates and current market rates for

similar instruments. The Company is exposed to credit risk through its cash and accounts

receivable, but mitigates this risk by keeping deposits at major financial institutions and

advancing credit only to bona fide creditworthy entities. The maximum amount of credit risk is

equal to the carrying amount.

o) Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to

maximize the use of observable inputs and minimize the use of unobservable inputs when

measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of

independent, objective evidence surrounding the inputs used to measure fair value. A financial

instrument’s categorization within the fair value hierarchy is based upon the lowest level of input

that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels

that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for

identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are

observable for the asset or liability such as quoted prices for similar assets or liabilities in active

markets; quoted prices for identical assets or liabilities in markets with insufficient volume or

infrequent transactions (less active markets); or model-derived valuations in which significant

inputs are observable or can be derived principally from, or corroborated by, observable market

data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation

methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts

payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair

value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in

active markets for identical assets. We believe that the recorded values of all of our other

financial instruments approximate their current fair values because of their nature and respective

maturity dates or durations.

p) Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815

Derivatives and Hedging to determine whether the embedded conversion feature(s) should be

bifurcated from the host instrument and accounted for as a derivative at fair value with changes in

fair value recorded in earnings. If the conversion feature does not require derivative treatment

under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other

Options for consideration of any beneficial conversion feature.

q) Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or

foreign currency risks. The Company evaluates all of it financial instruments, including stock

purchase warrants, to determine if such instruments are derivatives or contain features that qualify

as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument

is initially recorded at its fair value and is then re-valued at each reporting date, with changes in

the fair value reported as charges or credits to income. For option-based simple derivative

financial instruments, the Company uses the Black-Scholes option-pricing model to value the

derivative instruments at inception and subsequent valuation dates. The classification of

derivative instruments, including whether such instruments should be recorded as liabilities or as

equity, is re-assessed at the end of each reporting period.

r) Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the

Company records a Beneficial Conversion Feature (the "BCF") and related debt discount.

When the Company records a BCF, the intrinsic value method of the BCF is recorded as a debt

discount against the face amount of the respective debt instrument (offset to additional paid in

capital) and amortized to interest expense over the life of the debt. The Company has determined

that there is no BCF with its convertible debt.

s) Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds

through the issuance of debt. These costs may be paid in the form of cash, or equity (such as

warrants). These costs are amortized to interest expense over the life of the debt. If a conversion

of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately

expensed.

t) Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or

foreign currency risks. The Company evaluates all of it financial instruments, including stock

purchase warrants, to determine if such instruments are derivatives or contain features that qualify

as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument

is initially recorded at its fair value and is then re-valued at each reporting date, with changes in

the fair value reported as charges or credits to income. For option-based simple derivative

financial instruments, the Company uses the Black-Scholes option-pricing model to value the

derivative instruments at inception and subsequent valuation dates. The classification of

derivative instruments, including whether such instruments should be recorded as liabilities or as

equity, is re-assessed at the end of each reporting period.

u) Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the

Company records a Beneficial Conversion Feature (the "BCF") and related debt discount.

When the Company records a BCF, the intrinsic value method of the BCF is recorded as a debt

discount against the face amount of the respective debt instrument (offset to additional paid in

capital) and amortized to interest expense over the life of the debt. The Company has determined

that there is no BCF with its convertible debt.

v) Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds

through the issuance of debt. These costs may be paid in the form of cash, or equity (such as

warrants). These costs are amortized to interest expense over the life of the debt. If a conversion

of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately

expensed.

w) Foreign Currency

The functional and reporting currency of the Company and its subsidiary, Mobetize USA Inc. is

the United States Dollar. The functional currency of the Company’s international subsidiary,

Mobetize Canada Inc., is the local currency, which is Canadian dollar. The Company translates

the financial statements of this subsidiary to U.S. dollars in accordance with ASC 740, Foreign

Currency Translation Matters using month-end rates of exchange for assets and liabilities, and

average rates for the annual period are derived from daily spot rates for revenues and expenses.

Translation gains and losses are recorded in accumulated other comprehensive income as a

component of stockholders’ equity. The Company has not, to the date of these consolidated

financial statements, entered into derivative instruments to offset the impact of foreign currency

fluctuations.

x) Recently Adopted Accounting Standards

In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the

accounting for stock based performance awards that the performance target could be achieved

after the employee completes the required service period. The update is effective prospectively or

retrospectively for annual reporting periods beginning after December 15, 2015. The Company

adopted this ASU on April 1, 2016 prospectively. The adoption of this ASU does not have a

material effect on the Company’s consolidated financial statements.

In January 2015, an ASU was issued to simplify the income statement presentation requirements

in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are

events and transactions that are distinguished by their unusual nature and by the infrequency of

their occurrence. Eliminating the extraordinary classification simplifies income statement

presentation by altogether removing the concept of extraordinary items from consideration. This

ASU is effective for annual periods beginning after December 15, 2015, including interim periods

within those annual periods. An entity may apply this ASU prospectively or retrospectively to all

prior periods presented in the financial statements. Early adoption is permitted. The Company

adopted this ASU on April 1, 2016 prospectively. The adoption of this ASU does not have a

material effect on the Company’s consolidated financial statements.

y) Recent Accounting Pronouncements

In May 2014, ASU guidance was issued related to revenue from contracts with customers. The

new standard provides a five-step approach to be applied to all contracts with customers and also

requires expanded disclosures about revenue recognition. The ASU is effective for annual

reporting periods beginning after December 15, 2017, including interim periods and is to be

retrospectively applied. Early application is permitted only as of annual reporting periods

beginning after December 15, 2016, including interim reporting periods within that reporting

period. The Company is currently evaluating this guidance and the impact it will have on its

consolidated financial statements.

In November 2015, an ASU was issued to simplify the presentation of deferred income taxes.

The amendments in this ASU require that deferred tax liabilities and assets be classified as non-

current in a classified balance sheet as compared to the current requirements to separate deferred

tax liabilities and assets into current and non-current amounts. This ASU is effective for annual

periods beginning after December 15, 2016, including interim periods within those annual

periods. Earlier application is permitted. This ASU may be applied either prospectively to all

deferred tax liabilities and assets or retrospectively to all periods presented. The Company is

currently evaluating this guidance and the impact it will have on its consolidated financial

statements.

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840,

Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease

assets and lease liabilities by lessees for those leases classified as operating leases under previous

GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the

lease liability) and a right-of-use asset representing its right to use the underlying asset for the

lease term. For leases with a term of 12 months or less, a lessee is permitted to make an

accounting policy election by class of underlying asset not to recognize lease assets and lease

liabilities. If a lessee makes this election, it should recognize lease expense for such leases

generally on a straight-line basis over the lease term. The accounting applied by a lessor is

largely unchanged from that applied under previous GAAP. Topic 842 will be effective for

annual reporting periods beginning after December 15, 2018, including interim periods within

those annual periods and is to be retrospectively applied. Earlier application is permitted. The

Company is currently evaluating this guidance and the impact it will have on its consolidated

financial statements.

In March 2016, an ASU was issued to reduce complexity in the accounting for employee share-

based payment transactions. One of the simplifications relates to forfeitures of awards. Under

current GAAP, an entity estimates the number of awards for which the requisite service period is

expected to be rendered and base the accruals of compensation cost on the estimated number of

awards that will vest. This ASU permits an entity to make an entity-wide accounting policy

election either to estimate the number of forfeitures expected to occur or to account for forfeitures

in compensation cost when they occur. This ASU is effective for annual periods beginning after

December 15, 2016, including interim periods within those annual periods. Earlier application is

permitted. The Company is currently evaluating this guidance and the impact it will have on its

consolidated financial statements.

3. Property and Equipment

Property and equipment, net consisted of the following:

June 30,

March 31,

2016

Computer equipment

$ 14,743

$ 14,787

Furniture

1,200

1,204

Total

15,943

15,991

Less: Accumulated amortization

4,948

4,163

Property and equipment, net

$ 10,995

$ 11,828

During the three months ended June 30, 2016, property and equipment decreased by $35 as a result of

foreign currency translation adjustments.

4. Related Party Transactions

a) During the three month period ended June 30, 2016, the Company incurred $22,500 (2015 -

$30,000) of management fees, $27,154 (2015 - $631) of development and engineering fees, and

$2,233 (2015 - $1,434) of general and administrative expenses to companies controlled by the

Chief Executive Officer (“CEO”) of the Company.

b) During the three month period ended June 30, 2016, the Company received an advance of

$25,000 (2015 - $nil) from a company controlled by the CEO.

c) During the three month period ended June 30, 2016, the Company incurred $450 (2015 - $nil) of

general and administrative expenses to the former Chief Financial Officer (“Former CFO), also a

significant shareholder of the Company.

d) As at June 30, 2016, the Company owes to companies controlled by the CEO $42,033 (March 31,

2016 - $41,533) in shareholder loans, $52,500 (March 31, 2016 - $30,000) in management fees,

$71,857 (March 31, 2016 - $45,749) in amounts payable for services received and expenses

incurred by the Company, and $68,492 (March 31, 2016 - $44,759) in two promissory notes

(described below) which comprise $75,000 (March 31, 2016 - $50,000) principal less $6,508

(March 31, 2016 - $5,241) in prepaid interest. The first promissory note has a twelve month term

with $50,000 (March 31, 2016 - $50,000) principal due on maturity (February 14, 2017) and 12%

annual interest rate with $6,000 (March 31, 2016 - $6,000) interest prepaid to the holder. The

second promissory note has a twelve month term with $25,000 (March 31, 2016 - $nil) principal

due on maturity (June 2, 2017) and 12% annual interest rate with $3,000 (March 31, 2016 - $nil)

interest prepaid to the holder.

e) As at June 30, 2016, the Company has recorded an obligation of $17,040 (March 31, 2016 -

$5,943) to the Former CFO or a company controlled by the Former CFO in shareholder loan.

Amount owed to the Former CFO is unsecured and due on demand.

5. Common Stock and Preferred Stock

a) Shares for Services:

During the three month period ended June 30, 2016 and the twelve month period ended March

31, 2016, the Company entered into various consulting and advisory agreements with consultants

and advisors to provide services in exchange for shares and/or cash, as applicable. Shares issued

for services have been valued at the service value amount and exchanged to common shares

based on either the quoted closing price of the Company’s common stock on the date of

settlement, or where issuance is delayed, at the average market price of the Company’s stock for

the respective period of service, as applicable.

During the three month period ended June 30, 2016, the Company incurred $30,000 (twelve

month period ended March 31, 2016 - $18,181) in shares for services, and settled $nil (twelve

month period ended March 31, 2016 - $32,484) of services into common shares with nil (twelve

month period ended March 31, 2016 - 54,727) common shares issued at $0.001 per share and $nil

(twelve month period ended March 31, 2016 - $32,429) recorded to additional paid-in capital as

follows:

§ On March 31, 2016, the Company issued 54,727 shares at $0.001 per share with $32,429

recorded to additional paid-in capital to settle $32,484 of services payable in common

shares.

§ As at June 30, 2016, $30,000 (March 31, 2016 - $nil) was included in share subscriptions

payable for consulting services provided.

b) Private Placements:

During the three month period ended June 30, 2016 and the twelve month period ended March

31, 2016, the Company conducted four private placements of investment units comprising

common shares and warrants, as follows:

§ On September 1, 2015, the Company closed a private placement under which it sold

2,724,668 investment units for $0.25 per unit for gross proceeds of $681,167, which were

exclusively offered to subscribers of previous $0.75 private placements. Each investment

unit consists of one common share of the Company’s stock and one half-warrant. The

1,362,332 warrants are exercisable at $1.00 per share and are valid for three years from

the date of issue. $8,750 cash financing fees and 17,500 financing warrants with a value

of $3,372 are payable with this private placement.

§ On September 1, 2015, the Company closed a private placement under which it sold

161,481 investment units for $0.50 per unit for gross proceeds of $80,739. Each

investment unit consists of one common share of the Company’s stock and one half-

warrant. The 80,740 warrants are exercisable at $1.00 per share and are valid for three

years from the date of issue. Neither financing fees nor financing warrants were payable

with this private placement.

c) Issuance of Shares on Exercise of Warrants, Options, and Settlement of Amounts:

§ On June 10, 2015, the Company issued 184,500 shares at a price of $0.50 per share for

proceeds of $92,250 upon the exercise of warrants. $184 was recorded to common shares

at the par value of $0.001 per share and $92,066 was recorded to additional paid-in

capital.

§ On August 15, 2015, the Company issued 5,000 shares at a price of $0.50 per share for

proceeds of $2,500 upon the exercise of warrants. $5 was recorded to common shares at

the par value of $0.001 per share and $2,495 was recorded to additional paid-in capital.

d) Authorization and Issuance of Series A Preferred Shares:

During the year ended March 31, 2016, the Company authorized the issuance of 250,000,000

shares of preferred stock with a par value of $0.001 per share and designated 10,000,000 of the

preferred stock as Series A preferred shares (“Series A Preferred Shares”). The Series A Preferred

Shares have the same rights and privileges as the common shares, with the exception that the

Series A Preferred Share holder has 10 votes per Series A Preferred Share versus one vote per

common share and does not have the right to sell the shares for a period of 2 years from the date

of issue.

On February 4, 2016, the Company converted 4,565,000 common shares held by the CEO of the

Company into 4,565,000 Series A Preferred Shares.

As at June 30, 2016 4,565,000 (March 31, 2016 - 4,565,000) Series A Preferred Shares were

issued and outstanding.

e) Authorization and Issuance of Series B Preferred Shares:

During the three months ended June 30, 2016, the Company designated 25,000,000 shares of the

authorized preferred stock as Series B preferred shares (“Series B Preferred Shares”). The Series

B Preferred Shares have the same rights and privileges as the common shares, with the exception

that the Series B Preferred Shares have an anti-dilution provision and the Series B Preferred

Share holder does not have the right to convert Series B Preferred Shares into common shares for

a period of 2 years from the date of issue.

On June 2, 2016, the Company converted 4,081,481 common shares held by a company

controlled by the CEO into 4,081,481 Series B Preferred Shares, 300,000 common shares held by

the Company’s Chairman and Director into 300,000 Series B Preferred Shares, and 1,039,167

common shares held by the Company’s Director into 1,039,167 Series B Preferred Shares.

As at June 30, 2016, 5,420,648 (March 31, 2016 – nil) Series B Preferred Shares were issued and

outstanding.

f) Convertible Debenture:

In March 2016, the Company closed a convertible debenture financing for gross proceeds of

$275,000 (the “Convertible Debentures”), net of $30,000 of prepaid interest, noting that $3,000 of

prepaid interest was paid by the Company to one Convertible Debenture holder after year end.

The Convertible Debentures have a 12 month term, 12% annual interest rate, pay the holder 12

months of prepaid interest on issuance, and have a conversion feature exercisable at the option of

the holder (the “Conversion Feature”). The Conversion Feature enables the holder to convert any

portion of their outstanding Convertible Debenture principal balance into common shares at a

variable and discounted conversion price (“Conversion Price” - see below) after 180 days from

issue date, but no later than the maturity date. The Conversion Price is calculated as a 50%

discount to the average of the three lowest closing market prices over any ten day trading period,

ending one day prior to a notice of conversion provided by the holder. The Conversion Feature

represents an embedded contingent redemption feature and is accounted for as a derivative. The

fair value of the contingent redemption feature is immaterial and therefore not recognized at

inception, at March 31, 2016, and at June 30, 2016.

6. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

Weighted average

Number of warrants

exercise price (US$)

Balance, March 31, 2015

1,581,084

0.90

Exercised, June 10, 2015

(184,500)

0.50

Exercised, August 15, 2015

(5,000)

0.50

Issued, July 15, 2015

94,750

1.00

Issued, September 1, 2015

1,460,572

1.00

Expired, September 2, 2015

(310,500)

0.50

Balance, March 31, 2016

2,636,406

1.04

Balance, June 30, 2016

2,636,406

1.04

a) On July 15, 2015, 94,750 warrants were issued with an exercise price of $1.00 and a three year

term ending September 1, 2018 to holders of the September 3, 2013 warrants who had exercised a

total of 189,500 warrants during the six months ended September 30, 2015 prior to the expiry

date of September 2, 2015. These warrant holders each received a half warrant for each full

warrant they exercised. These warrants were valued at $18,255 using the Black Scholes method

criteria as below.

b) On September 1, 2015, 1,362,332 warrants were issued with an exercise price of $1.00 and a

three year term ending September 1, 2018 to the parties participating in the $0.25 private

placement for common shares (“$0.25 PP”) in the quarter. Each subscriber to the private

placement received a half warrant for each common share they subscribed for. These warrants

were valued at $262,470 using the Black Scholes method criteria as below.

c) On September 1, 2015, 80,740 warrants were issued with an exercise price of $1.00 and a three

year term ending September 1, 2018 to the parties participating in the $0.50 private placement for

common shares (“$0.50 PP”) in the quarter. Each subscriber to the private placement received a

half warrant for each common share they subscribed for. These warrants were valued at $15,566

using the Black Scholes method criteria as below.

d) On September 1, 2015, 17,500 finder’s warrants were issued with an exercise price of $1.00 and a

three year term ending September 1, 2018 to an arms-length third party assisting in the $0.25 PP.

These warrants were valued at $3,372 using the Black Scholes method criteria as below.

Each of the warrant issuances above were valued using the Black Scholes method, which included

the dividend yield as nil, risk-free interest rate of 1.07%, expected volatility of 70.42%, and expected

term of 3 years.

As at June 30, 2016, the following share purchase warrants were outstanding:

Number of warrants

Exercise

outstanding

price (US$)

Expiry date

694,414

1.00

June 24, 2018

386,670

1.25

December 10, 2018

1,555,322

1.00

September 1, 2018

2,636,406

7. Share Options

The following table summarizes the continuity of share purchase options:

Weighted average

Number of options

exercise price (US$)

Balance, March 31, 2015

57,291

1.25

Issued in period

2,630,000

0.60

Expired in period

(36,000)

0.65

Cancelled in period

(270,029)

0.74

Balance, March 31, 2016

2,381,262

0.60

Expired in period

(40,129)

0.60

Cancelled in period

(30,400)

0.60

Balance, June 30, 2016

2,310,733

0.60

As at June 30, 2016, the following share purchase options were outstanding:

Number of options

Exercise

outstanding

vested

price (US$)

Expiry date

2,310,733

1,417,233

0.60

September 30, 2020

On August 10, 2015, the Company’s directors adopted the 2015 Stock Option Plan (“Stock Option

Plan”) which permits the Company to issue stock options for up to 3,000,000 common shares of the

Company to directors, officers, employees and consultants of the Company. The 3,000,000 shares

allocation was approximately 10% of the issued and outstanding shares as of August 10, 2015.

On October 1, 2015, 2,630,000 stock options from the Stock Option Plan were issued to directors,

employees, advisors and consultants for the exercise of up to 2,630,000 common shares with a $0.60

exercise price, a 5 year life, and vesting terms ranging from immediate to 32 months depending,

generally, on the tenure of staff.

The vested options are measured using the Black Scholes method, which included the dividend yield

of nil, risk-free interest rate of 0.68%, expected volatility of 76.7%, and expected term of 5 years. As

at March 31, 2016, 1,294,262, of the granted options were vested, nil were exercised, 36,000 expired,

and 212,738 of the unvested options were cancelled leaving 1,087,000 options unvested.

As at June 30, 2016, 1,417,233 of the granted options were vested, nil were exercised, 40,129

expired, and 30,400 of the unvested options were cancelled leaving 893,500 options unvested.

During the three months ended June 30, 2016 $72,858 (2015 - $nil) in stock based compensation

expense was recorded.

8. Reserves

The Company had the following Share Purchase Warrants and Share Options in Reserves:

Share Purchase

Warrants

Share Options

Total

(Note 7)

Reserves

Balance - March 31, 2015

377,311 $

46,097

423,408

Sale of 161,481 shares at

$0.50/share (Note 7c)

15,556

Sale of 2,724,688 shares at

$0.25/share, net of $12,122

financing fee (Note 7b)

262,470

Valuation of financing warrants

(Note 7d)

3,372

Warrants issued on exercise of

expiring warrants (Note 7a)

18,255

Share options issued in the period

711,427

Balance – March 31, 2016

676,964 $

757,524

1,434,488

Share option compensation

incurred in the period

72,858

Balance – June 30, 2016

676,964 $

830,382

1,507,346

9. Concentration of Risk

During the three months period ending June 30, 2016, revenues generated were $75,618 compared to

revenues of $3,335 during the same period in 2015. Revenues are generated through consulting

services provided by Mobetize to existing customers, payment processing, and licensing.

During the three months ended June 30, 2016 the Company had revenues from five customers (2015

– revenues from two customers) with 77% (2015 – nil) of revenues generated from the Company’s

largest customer.

10. Commitment and Contingencies

The Company has an obligation under a rental lease for its operating office. As of June 30, 2016, the

remaining term of the lease is three months with monthly payments of $4,900. The Company’s lease

includes a renewal option.

11. Supplemental Cash Flow Disclosures

US$

Quarter ended June 30,

2016

2015

SUPPLEMENTAL NONCASH

INFORMATION:

Shares issued for services

30,000

6,630

12. Segment Information

The Company has currently one operating segment located in Canada. Therefore, there is a single

reportable segment and operating unit structure. The Company’s chief operating decision maker

reviews financial information presented on a consolidated basis for purposes of allocating resources

and evaluating financial performance.

13. Subsequent Events

Subsequent to June 30, 2016, the Company continues to seek recovery of 578,733 common shares

and 101,726 share purchase warrants issued as an overpayment to the Former CFO of the Company in

consulting services and settlement of expenses and liabilities.

On July 12, 2016, the Company issued a CAD $25,000, equivalent to USD $19,231, promissory note

to the Company’s CEO. The note has a 12 month term, 12% annual interest rate, and pays the holder

12 months of prepaid interest on issuance.

On July 15, 2016, the Company entered into Consulting Agreement with the company controlled by

the Company’s Chairman pursuant to which a monthly compensation of $1,000 is to be paid by the

Company for consulting services provided.

On July 15, 2016, the Company entered into a Debt Settlement Agreement with the company

controlled by the Company’s Chairman pursuant to which the Company agreed to settle an amount of

$24,000 for services rendered by the Chairman in exchange for 1,300,000 Series B Preferred Shares.

On July 15, 2016, the Company entered into a Debt Settlement Agreement with the company

controlled by the Company’s CEO pursuant to which the Company agreed to settle an amount of

$46,500, which included a principal of $50,000 less prepaid interest of $2,500, in outstanding

promissory note in exchange for 4,650,000 Series B Preferred Shares.

On July 22, 2016, the Company issued a $25,000 convertible note, net of $3,000 prepaid interest to a

Director of the Company. The note has a 12 month term, 12% annual interest rate, pays the holder 12

months of prepaid interest on issuance, and has a Conversion Feature exercisable at the option of the

holder. The Conversion Feature enables the holder to convert any portion of their outstanding

Convertible Debenture principal balance into common shares at a variable and discounted Conversion

Price after 180 days from issue date, but no later than the maturity date. The Conversion Price is

calculated as a 50% discount to the average of the three lowest closing market prices over any ten day

trading period, ending one day prior to a notice of conversion provided by the holder.

On July 26, 2016, the Company adopted Audit Committee Charter, Business Code of Conduct and

Ethics, Insider Trading Policy, appointed the Company’s Chairman and Director as members of the

Audit Committee, and appointed the Company’s Chief Financial Officer as the Corporation’s

Compliance Officer.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

PRELIMINARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with our financial statements, which are included

elsewhere in this Form 10-Q (“Report”). This Report contains forward-looking statements which relate to

future events or our future financial performance. In some cases, you can identify forward-looking

statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,”

“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable

terminology. These statements are only predictions and involve known and unknown risks, uncertainties,

and other factors that may cause our or our industry’s actual results, levels of activity, performance or

achievements to be materially different from any future results, levels of activity, performance or

achievements expressed or implied by these forward-looking statements.

In evaluating these statements, you should consider various factors which may cause our actual results to

differ materially from any forward-looking statements. Although we believe that the predictions reflected

in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,

performance or achievements. Therefore, actual results may differ materially and adversely from those

expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any

forward-looking statements for any reason.

We are considered a development stage company. Our auditors have issued a going concern opinion on

the financial statements for the year ended March 31, 2016. The continuation of Mobetize as a going

concern is dependent upon the continued financial support from its management, and its ability to identify

future investment opportunities and obtain the necessary debt or equity financing, cutting operating costs,

launching a viable product, and generating profitable operations from our future operations.

Mobetize’s plan of operation for the coming year is to finalize Version 2.2 of our Fintech suite, complete

the development and qualification of products in our pipeline, and increase sales of our existing products.

Meanwhile, we will continue internal research and development efforts and collaborate with development

partners to ensure the continuity of our product pipeline focused on the convergence of telecom and

financial services.

RESULTS OF OPERATION

Operating Revenues, Operating Expenses and Net Loss

US$

Three Months Ended

June 30,

2016

2015

Operating revenues

75,618

3,335

Operating expenses

483,307

363,000

Net loss from operations

(407,689)

(359,665)

Net loss

(407,689)

(359,665)

During the three month period ending June 30, 2016, revenues generated were $75,618 compared to

revenues of $3,335 during the same period in 2015. Revenues are currently generated through licensing,

consulting, and payment processing services provided by Mobetize to our existing Customers.

Our operating expenses for the three months ended June 30, 2016 and 2015 are outlined in the following

table:

US$

Three Months Ended

June 30,

2016

2015

Depreciation

805

776

General and administrative

86,878

64,800

General and administrative - related party

2,683

1,434

Investor relations and promotion

34,515

Listing fees

4,052

12,235

Management salaries and consulting fees

21,000

110,366

Management salaries and consulting fees - related

party

37,210

30,000

Professional fees

84,703

27,267

Research and development

102,582

111,566

Research and development - related party

27,154

631

Sales and marketing

8,867

3,925

Stock based compensation expense

72,858

Total

483,307

363,000

During the three months ended June 30, 2016 operating costs were $483,307 compared with $363,000

during the three months ended June 30, 2015. Compared to the three month period ended June 30, 2015,

general and administrative costs increased by $23,327, investor relations and promotion increased by

$34,515, professional fees increased by $57,436, research and development increased by $17,539, and

stock based compensation expense increased by $72,858. The increases were offset by a $82,156 decrease

in management salaries and consulting fees.

During the three months ended June 30, 2016, the Company recorded a net loss of $407,689 compared

with a net loss of $359,665 for the three months ended June 30, 2015. The $48,024 increase in net loss is

mostly due to a $72,858 increase in stock based compensation expense and a $34,515 increase in investor

relations and promotion expense, partially offset by a $82,156 decrease in management salaries and

consulting fees during the three months ended June 30, 2016, compared to the three months ended June

30, 2015.

Liquidity and Capital Resources

US $

June 30, 2016

March 31, 2016

Current assets

150,189 $

318,827

Current liabilities

665,106

541,185

Working capital deficiency

514,917 $

222,358

As at June 30, 2016, our company’s cash balance was $19,075 and total assets were $196,270, compared

to cash balance of $210,341 and total assets of $330,655 as at March 31, 2016. The decrease in the cash

balance is attributed to the ongoing use of cash in operating activities.

As at June 30, 2016, our company had total liabilities of $724,179 compared with total liabilities of

$588,661 as at March 31, 2016. The increase in total liabilities is attributed to increases in accounts

payable and amounts due to related parties.

As at June 30, 2016, our company had working capital deficiency of $514,917 compared with working

capital deficiency of $222,358 at March 31, 2016 with the increase in working capital deficiency

attributed to the ongoing use of cash in operating activities.

Cash Flows

US$

Three Months Ended

June 30,

2016

2015

Cash flows used in operating activities

(216,136)

(332,681)

Cash flows used in investing activities

(1,742)

Cash flows provided by financing activities

25,000

173,356

Effect of Exchange rate changes on cash

(130)

1,377

Net Change in Cash During Period

(191,266)

(159,690)

Cash flow used in Operating Activities

During the three months ended June 30, 2016, our company used $216,136 of cash for operating activities

compared to $332,681 of cash for operating activities during the three months ended June 30, 2015. The

decrease in the use of cash for operating activities is mostly due to increase in accounts payable and

amounts due to related parties.

Cash flow used in Investing Activities

During the three months ended June 30, 2016 our company did not use any cash in investing activities

compared to $1,742 cash used to purchase computer equipment during the three months ended June 30,

2015.

Cash flow from Financing Activities

During the three months ended June 30, 2016, our company received $25,000 of proceeds from financing

activities in return for the issuance of promissory note to the Company’s CEO. During the three months

ended June 30, 2015, our company received $173,356 in financing proceeds, which consisted of the

exercise of warrant shares issued in September 2013 for $92,250, an advance of $40,085 from the CEO,

and an advance of $41,021 from the Former CFO during the three months ended June 30, 2015.

SUBSEQUENT DEVELOPMENTS

Subsequent to June 30, 2016, the Company continues to seek recovery of 578,733 common shares and

101,726 share purchase warrants issued as an overpayment to the Former CFO of the Company in

consulting services and settlement of expenses and liabilities.

On July 12, 2016, the Company issued a CAD $25,000, equivalent to USD $19,231, promissory note to

the Company’s CEO. The note has a 12 month term, 12% annual interest rate, and pays the holder 12

months of prepaid interest on issuance.

On July 15, 2016, the Company entered into Consulting Agreement with the company controlled by the

Company’s Chairman pursuant to which a monthly compensation of $1,000 is to be paid by the Company

for consulting services provided.

On July 15, 2016, the Company entered into a Debt Settlement Agreement with the company controlled

by the Company’s Chairman pursuant to which the Company agreed to settle an amount of $24,000 for

services rendered by the Chairman in exchange for 1,300,000 Series B Preferred Shares.

On July 15, 2016, the Company entered into a Debt Settlement Agreement with the company controlled

by the Company’s CEO pursuant to which the Company agreed to settle an amount of $46,500, which

included a principal of $50,000 less prepaid interest of $3,500, in outstanding promissory note in

exchange for 4,650,000 Series B Preferred Shares.

On July 22, 2016, the Company issued a $25,000 convertible note, net of $3,000 prepaid interest to a

Director of the Company. The note has a 12 month term, 12% annual interest rate, pays the holder 12

months of prepaid interest on issuance, and has a Conversion Feature exercisable at the option of the

holder. The Conversion Feature enables the holder to convert any portion of their outstanding Convertible

Debenture principal balance into common shares at a variable and discounted Conversion Price after 180

days from issue date, but no later than the maturity date. The Conversion Price is calculated as a 50%

discount to the average of the three lowest closing market prices over any ten day trading period, ending

one day prior to a notice of conversion provided by the holder.

On July 26, 2016, the Company adopted Audit Committee Charter, Business Code of Conduct and Ethics,

Insider Trading Policy, appointed the Company’s Chairman and Director as members of the Audit

Committee, and appointed the Company’s Chief Financial Officer as the Corporation’s Compliance

Officer.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of

increased sales during upcoming quarterly periods, our existing funds, further issuances of securities in

the form of debt or equity. Our working capital requirements are expected to increase in line with the

growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to

be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank

financing arrangements. Generally, we have financed operations to date through the proceeds of the

private placement of equity, advances from directors, and issuance of Promissory Notes as well as

Convertible Debentures. In connection with our business plan, management anticipates additional

increases in operating expenses and capital expenditures relating to: (i) developmental expenses

associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with

further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional

capital and generate revenues to meet long-term operating requirements. We currently have no

agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of

credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability

to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable

company. Additional issuances of equity or convertible debt securities will result in dilution to our current

shareholders. Further, such securities might have rights, preferences or privileges senior to our common

stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are

not available or are not available on acceptable terms, we may not be able to take advantage of

prospective new business endeavors or opportunities, which could significantly and materially restrict our

business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our March 31, 2016 financial statements contained an

explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

These consolidated financial statements have been prepared on a going concern basis, which implies that

the Company will continue to realize its assets and discharge its liabilities in the normal course of

business. As of June 30, 2016, the Company has an accumulated deficit of $6,732,750, a history of net

losses and cash used in operating activities, and working capital deficiency of $514,917. These factors

raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation

of the Company as a going concern is dependent upon the continued financial support from its

management, generating higher sales in the upcoming quarterly periods according to the budget,

management’s ability to obtain the necessary debt or equity financing, cutting operating costs, launching a

viable product, and generating profitable operations overall from the Company’s future operations. These

financial statements do not include any adjustments to the recoverability and classification of recorded

asset amounts and classification of liabilities that might be necessary should the Company be unable to

continue as a going concern.

CRITITCAL ACCOUNTING POLICIES

Our significant accounting policies are summarized in Note 2 to our financial statements. While the

selection and application of any accounting policy may involve some level of subjective judgments and

estimates, we believe the following accounting policies are the most critical to our financial statements,

potentially involve the most subjective judgments in their selection and application, and are the most

susceptible to uncertainties and changing conditions.

Mobetize recognizes revenue from payment processing, licensing, and provision of consulting services.

Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an

arrangement exists, the service has been provided, and collectability is reasonably assured.

Stock-Based Compensation

Mobetize records stock-based compensation in accordance with ASC 718, Compensation – Stock

Compensation, which requires the measurement and recognition of compensation expense based on

estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using

an option-pricing model. Mobetize uses the Black-Scholes option-pricing model as its method of

determining fair value. This model is affected by Mobetize’s stock price as well as assumptions regarding

a number of subjective variables. These subjective variables include, but are not limited to Mobetize’s

expected stock price volatility over the term of the awards, and actual and projected employee stock

option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is

recognized as an expense in the statement of consolidated comprehensive loss over the requisite service

period. Options granted to consultants are valued at the fair value of the equity instruments issued, or the

fair value of the services received, whichever is more reliably measureable.

Embedded Conversion Features

Mobetize evaluates embedded conversion features within convertible debt under ASC 815 Derivatives

and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host

instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.

If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated

under ASC 470-20, Debt with Conversion and Other Options for consideration of any beneficial

conversion feature.

Derivative Financial Instruments

Mobetize does not use derivative instruments to hedge exposures to cash flow, market, or foreign

currency risks. Mobetize evaluates all of it financial instruments, including stock purchase warrants, to

determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is

initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair

value reported as charges or credits to income. For option-based simple derivative financial instruments,

Mobetize uses the Black-Scholes option-pricing model to value the derivative instruments at inception

and subsequent valuation dates. The classification of derivative instruments, including whether such

instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

period.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, Mobetize records a

Beneficial Conversion Feature (the "BCF") and related debt discount.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK.

Not required of smaller reporting companies.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act

of 1934, as amended ("Exchange Act"), are designed to ensure that information required to be disclosed

in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in rules and forms adopted by the Securities and Exchange Commission

(“Commission”), and that such information is accumulated and communicated to management, including

the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required

disclosures.

Based on that evaluation, Mobetize’s management concluded, as of the end of the period covered by this

report, that our disclosure controls and procedures were not effective in recording, processing,

summarizing, and reporting information required to be disclosed, within the time periods specified in the

Commission’s rules and forms, and such information was not accumulated and communicated to

management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely

decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

During the quarter ended June 30, 2016, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any

other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or

affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal

proceedings. Management is not aware of any other legal proceedings pending or that have been

threatened against us or our properties.

ITEM 1A.

RISK FACTORS

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the

information required by this item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 2, 2016, our board of directors authorized the conversion of 5,420,648 common shares into

shares of Series B Preferred in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended

(“Securities Act”), the (i) Company is the same issuer of the common shares and the Series B Preferred

Stock, (ii) no additional consideration was given to offerees for the exchange, (iii) offerees are existing

security holders of the Company, and (iv) the Company did not pay any commission or remuneration for

the exchange. The offering was conducted pursuant to the exemptions from registration provided by

Section 4(2) and Regulation D of the Securities Act to the following persons:

Name

Consideration

Exchange Series B

Exemptions

Common Shares

Preferred Shares

Alligato, Inc.*

4,081,481

Section 4(2)/Reg D

Malek Ladki**

300,000

Section 4(2)/Reg D

Donald Duberstein**

1,039,167

Section 4(2)/Reg D

* Alligato, Inc. is a company owned and controlled by the Company’s CEO.

** Mr. Ladki and Mr. Duberstein serve on the Company’s board of directors.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 31 of this Form 10-Q, and are incorporated herein by this reference.

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, thereunto duly authorized.

MOBETIZE CORP.

DATE

/s/ Ajay Hans

August 12, 2016

By: Ajay Hans

Its: Chief Executive Officer

/s/ Elena Karamushko

August 12, 2016

By Elena Karamushko

Its: Chief Financial Officer and Principal Accounting Officer

INDEX TO EXHIBITS

Exhibit No. Exhibit Description

2.1*

Purchase and Sale Agreement with Mobetize, Inc., dated July 9, 2013, incorporated by reference to our Form 10-

Q/A filed with the Commission on September 10, 2013.

3.1*

Articles of Incorporation, incorporated hereto by reference to the Form S-1, filed with the Commission on May

30, 2012.

3.1.1*

Certificate of Amendment filed on August 8, 2013 incorporated by reference to the Form 8-K filed with the

Commission on August 15, 2013.

3.1.2*

Certificate of Designation Series A Preferred filed on February 4, 2016, incorporated by reference to the Form 8-

K filed with the Commission on February 11, 2016.

3.1.3*

Certificate of Amended Designation Series A Preferred filed on May 20, 2016, incorporated by reference to the

Form 8-K filed with the Commission on June 3, 2016.

3.1.4*

Certificate of Designation Series B Preferred filed on May 23, 2016, incorporated by reference to the Form 8-K

filed with the Commission on June 3, 2016.

3.1.5*

Certificate of Amended Designation Series B Preferred filed on May 31, 2016, incorporated by reference to the

Form 8-K filed with the Commission on June 3, 2016.

3.2*

Bylaws, incorporated by reference to the Form S-1, filed with the Commission on May 30, 2012.

3.2.1*

Amended Bylaws, incorporated by reference to the Form 8-K filed with the Commission on February 11, 2016.

10.1*

Management Services Agreement between Mobetize and Alligato, Inc. dated June 1, 2013, incorporated by

reference to the Form 8-K filed with the Commission on September 16, 2013.

10.2*

Management Services Agreement between Mobetize and 053574 BC Ltd. dated June 1, 2013, incorporated hereto

by reference to the Form 8-K filed with the Commission on September 16, 2013.

10.3*

Consulting Agreement between Mobetize and Stephen Fowler dated July 15, 2013, incorporated hereto by

reference to the Form 8KA filed with the Commission on October 28, 2013.

10.4*

Assignment of Debt Agreement between Mobetize and Stephen Fowler dated April 4, 2012, incorporated by

reference to the Form 8-K/A filed with the Commission on November 22, 2013.

10.5*

License Assignment Agreement between Telepay, Inc. and Baccarat Overseas Ltd. dated August 21, 2012,

incorporated by reference to the Form 8-K filed with the Commission on September 16, 2013.

10.6*

Consulting agreement between Mobetize and Tanuki Business Consulting, Inc. dated September 23, 2013,

incorporated by reference to the Form 8-K filed with the Commission on October 1, 2013.

10.7*

Consulting Agreement between Mobetize and Hugo Cuevas-Mohr dated October 1, 2013, incorporated by

reference to the Form 8-K filed with the Commission on March 18, 2014.

10.8*

Consulting agreement between Mobetize and Institutional Marketing Services, Inc. dated November 13, 2013,

incorporated by reference to the Form 8-K filed with the Commission on March 18, 2014.

10.9*

Form of Subscription Agreement with the Subscribers dated June 25, 2014, incorporated by reference to the Form

10-K filed with the Commission on June 30, 2014.

10.10*

Management Consulting Agreement between Mobetize Corp. and Ajay Hans dated July 1, 2014, incorporated by

reference to the Form 10-K/A filed with the Commission on July 13, 2016.

10.11*

Management Employment Agreement between Mobetize Canada Inc. and Elena Karamushko dated February 4,

2016, incorporated by reference to the Form 10-K/A filed with the Commisson on July 13, 2016.

Code of Business Conduct and Ethics adopted by Mobetize Corp.’s Board of Directors on July 26, 2016

21*

Subsidiaries of Mobetize incorporated by reference to the Form 10-K/A filed with the Commission on July 13,

2016

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002, attached.

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002, attached.

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002, attached.

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002, attached.

99*

2015 Mobetize Stock Option Plan dated August 10, 2015, incorporated by reference to the Form 8-K filed with

the Commission on August 11, 2015.

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference to previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or

part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or

deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and

otherwise is not subject to liability under these section.

MOBETIZE, CORP. - FORM 10-Q - August 12, 2016

Attached files

MOBETIZE, CORP. Reports