Mobetize PRE 14C Preliminary information

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

þ Preliminary Information Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2))

¨ Definitive Information Statement

Mobetize Corp.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

þ No fee required

¨ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

Title of each class of securities to which transaction applies:

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Aggregate number of securities to which transaction applies:

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Per unit price or other underlying value of transaction, computed pursuant to Exchange Act Rule

O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

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Proposed maximum aggregate value of transaction:

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Total fee paid:

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¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the

filing for which the offsetting fee was paid previously. Identify the previous filing by registration

statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

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Form Schedule or Registration Statement No.:

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Filing Party:

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Date Filed:

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SCHEDULE 14C INFORMATION STATEMENT

Pursuant to Regulation 14C of the Securities Exchange Act

of 1934, as amended

Mobetize Corp.

8105 Birch Bay Square St., Suite 205

Blaine, WA, USA 98230

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of Mobetize Corp.:

Notice is hereby given to holders of common stock (the “Common Stock”) of Mobetize Corp., a Nevada

corporation, that the Board of Directors of our company and those shareholders holding a majority of our

issued and outstanding common shares have approved an amendment (the “Amendment”) to our Articles

of Incorporation (the “Articles”) to effectively create a new class of 250,000,000 Preferred Shares in the

authorized capital stock of our company (the “Preferred Shares”).

Our Board of Directors unanimously approved the Amendment to our Articles on December 20, 2015.

Subsequent to our Board of Directors’ approval of the Amendment, the holders of the majority of the

outstanding common shares of our company gave us their written consent to the Amendment to our

Articles on December 22, 2015. Therefore, following the expiration of the twenty-day (20) period

mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our company

will file Articles of Amendment to amend our Articles to give effect to the Amendment. We will not file

the Articles of Amendment to our Articles until at least twenty (20) days after the filing and mailing of

this Information Statement.

The proposed Articles of Amendment to our Articles are attached hereto as Schedule A. The Articles of

Amendment will become effective when filed with the Nevada Secretary of State. We anticipate that such

filing will occur twenty (20) days after this Information Statement is first mailed to our shareholders.

The entire cost of furnishing this Information Statement will be borne by our company. We will request

brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information

Statement to the beneficial owners of our Common Stock held of record by them.

Our Board of Directors fixed the close of business on December 22, 2015, as the record date for the

determination of shareholders who are entitled to receive this Information Statement. There were

33,261,154 shares of our Common Stock issued and outstanding on December 22, 2015. We anticipate

that this Information Statement will be mailed on or about January 4, 2015, to all shareholders of record

as of the record date.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,

BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE

AMENDMENTS TO OUR ARTICLES OF INCORPORATION.

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US

A PROXY.

PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED

UPON

Except as disclosed elsewhere in this Information Statement, since March 31, 2015, being the period end

date of our last completed financial year, none of the following persons has had any substantial interest,

direct or indirect, by security holdings or otherwise in any matter to be acted upon:

any director or officer of our company;

any proposed nominee for election as a director of our company; and

any associate or affiliate of any of the foregoing persons.

The shareholdings of our directors and officers are listed below in the section entitled “Principal

Shareholders and Security Ownership of Management”. The Amendment was approved unanimously by

our Board of Directors, all of whom voted in favor of this action in accordance with their respective

registered shareholdings in the company.

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

Beneficial Ownership

As used in this section, the term “beneficial ownership” with respect to a security is defined by

Regulation 228.403 under the Securities Exchange Act of 1934, as amended, as consisting of: (1) any

person who, directly or indirectly, through any contract, arrangement, understanding, relationship or

otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such

security) or investment power (which includes the power to dispose, or to direct the disposition of, such

security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney,

pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting

such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership.

Each person has sole voting and investment power with respect to the common shares, except as

otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as

otherwise indicated.

As of the record date, December 22, 2015, the company had a total of 33,261,154 shares of Common

Stock ($0.001 par value per share) issued and outstanding.

The following table sets forth, as of December 22, 2015, certain information with respect to the beneficial

ownership of our Common Stock by each stockholder known by us to be the beneficial owner of more

than 5% of our Common Stock and by each of our current directors and executive officers. Each person

has sole voting and investment power with respect to the shares of Common Stock, except as otherwise

indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except as

otherwise indicated.

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Name and Address of Beneficial

Amount and Nature of

Owner

Beneficial Ownership (1)

Percentage of Class (2)

Stephen Fowler

10,231,000 Common Shares

51 Bay View Drive

(3)(4)(5)(6)

30.8%

Point Roberts, WA 98281

Direct and Indirect

Ajay Hans

1018 Cornwall Street

8,646,481(7)(8)

New Westminster, BC V3M 1S2

Direct and Indirect

26.0%

Canada

Donald Duberstein

10 Beverly Road

820,000(9)(10)

Purchase, NY 10577

Direct and Indirect

2.5%

Malek Ladki

59 Kilbarry Crescent

300,000

Ottawa, ON K1K 0H2

Direct

0.9%

Canada

Directors and Executive Officers

Common Shares

60.2%

as a Group

5%+ Shareholders

CAT Brokerage AG

Gutenbergstrasse 10

1,678,000

Zurich, CH-8027

Direct

5.04%

Switzerland

(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting

or investment power with respect to securities. Each of the beneficial owners listed above has direct

ownership and sole voting power and investment power with respect to the shares of our Common Stock.

(2) Based on 33,261,154 shares issued and outstanding as of December 22, 2015.

(3) Stephen Fowler directly holds 6,851,000 shares in Mobetize Corp.

(4) Forte Finance LLC, a corporation registered under the laws of Washington, directly holds approximately

0.02% of the issued and outstanding common shares of Mobetize Corp. Further, Stephen Fowler directly

holds 100% of the issued and outstanding common shares of Forte Finance LLC. As a result of this

shareholding, Mr. Fowler indirectly directs an additional 75,000 shares in Mobetize Corp. through Forte

Finance LLC’s holdings of shares in Mobetize Corp.

(5) Forte Finance Limited (“Forte Finance”), a corporation registered under the laws of Malta, directly holds

approximately 7.8% of the issued and outstanding common shares of Mobetize Corp. Further, Stephen

Fowler directly holds approximately 98% of the issued and outstanding common shares of Forte Finance.

As a result of Mr. Fowler’s shareholdings in Forte Finance, Mr. Fowler indirectly directs an additional

2,605,000 shares in Mobetize Corp. through Forte Finance’s holdings in Mobetize Corp.

(6) Stephen Fowler indirectly directs 700,000 shares in Mobetize Corp., of which 540,000 shares are held

directly by his wife and 160,000 shares are held in trust for direct family members.

(7) Ajay Hans directly holds approximately 13.72% or 4,565,000 of the issued and outstanding common shares

of Mobetize Corp.

(8) Alligato Inc. (“Alligato”), a corporation registered under the laws of British Columbia, directly holds

approximately 12.27% of the issued and outstanding common shares of Mobetize Corp. Further, Ajay Hans

directly holds approximately 87.7% of the issued and outstanding common shares of Alligato. As a result

of Mr. Hans’ shareholdings in Alligato, Mr. Hans indirectly directs an additional 4,081,481 shares in

Mobetize Corp.

(9) Donald Duberstein directly holds approximately 2.2% or 726,667 of the issued and outstanding common

shares of Mobetize Corp.

(10) Donald Duberstein indirectly directs approximately 0.3% or 93,333 of the issued and outstanding common

shares of Mobetize Corp. through the ownership of shares by a direct family member.

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AMENDMENT TO OUR CORPORATION’S ARTICLES

Our Amended Articles of Incorporation (the “Articles”) currently authorize the issuance of 525,000,000

shares of Common Stock. On December 20, 2015, our board of directors unanimously approved, subject

to receiving the approval of a majority of the shareholders of our Common Stock, an amendment to our

Articles to change our authorized share capital to include a new class of 250,000,000 shares of preferred

stock, $0.001 par value (the “Preferred Stock”).

The Preferred Stock shall, to the fullest extent permitted by the laws of the state of Nevada (currently set

forth in NRS 78.195 and 78.1955), as the same now exists or may hereafter be amended or supplemented,

permit the Board of Directors to fix and determine the designations, rights, preferences or other variations

of each class or series within each class of Preferred Stock and to issue Preferred Stock for such

consideration as may be fixed by the Board of Directors..

The general purpose and effect of the Amendment to our company’s Articles is to diversify our

authorized share capital to enhance our company’s ability to finance the development and operation of

our business.Our board of directors approved the Amendment to the Articles so that Preferred Shares

would be available for issuance for general corporate purposes, including financing activities, without the

requirement of further action by our shareholders. Potential uses of the Preferred Shares could include

public or private offerings, conversions of convertible securities, issuance of options pursuant to

employee benefit plans, acquisition transactions and other general corporate purposes. The Preferred

Shares will give us greater flexibility and allow us to issue Preferred Shares, in most cases, without the

expense or delay associated with seeking shareholder approval.

The company does not currently have any agreements for any transaction that would require the issuance

of Preferred Shares.

The Amendment to our Articles will not have any immediate effect on the rights of existing shareholders.

However, our Board of Directors will have the authority to issue Preferred Shares without requiring future

shareholder approval of such issuances, except as may be required by applicable law or exchange

regulations. To the extent that Preferred Shares are issued in the future, same might decrease the

percentage equity ownership of existing shareholders and, depending upon the consideration for which

same are issued, could be dilutive to our existing shareholders.

The creation of the Preferred Shares and any future issuances of Preferred Shares could have the effect of

delaying or preventing a change in control of our company without further action by the shareholders.

Shares of authorized and unissued Common Stock and Preferred Shares could be issued (within limits

imposed by applicable law) in one or more transactions. Any such issuance of additional stock could

have the effect of diluting the earnings per share and book value per share of outstanding shares of our

common and if issued, Preferred Stock, and such additional shares could be used to dilute the stock

ownership or voting rights of a person seeking to obtain control of our company.

We do not have any provisions in our Articles, bylaws, or employment or credit agreements to which we

are party that have anti-takeover consequences. We do not currently have any plans to adopt anti-

takeover provisions or enter into any arrangements or understandings that would have anti-takeover

consequences. In certain circumstances, our management may issue additional shares to resist a third

party takeover transaction, even if such proposed takeover is offered at an above market premium and

favored by a majority of the company’s shareholders.

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Shareholder approval for the Amendment to our Articles was obtained pursuant to the written consent of

four shareholders owning 19,204,148 shares, which number represented 57.7% of our outstanding

Common Stock on December 22, 2015. The creation of the Preferred Shares will be effected no sooner

than twenty (20) days after this Information Statement is first mailed to shareholders of our Common

Stock and until the appropriate filings have been made with the Nevada Secretary of State.

DISSENTERS RIGHTS

Under Nevada law, shareholders of our Common Stock are not entitled to dissenter’s rights of appraisal

with respect to the Amendment to our Articles.

SIGNATURE

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

report to be signed by the undersigned hereunto authorized.

Mobetize Corp.

By:

Ajay Hans

Chief Executive Officer and Director

SCHEDULE A

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

[f14cpreliminarydraft001.jpg] Website: www.nvsos.gov

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.Name of corporation:

Mobetize Corp.

2. The articles have been amended as follows: (provide article numbers, if available)

Article 3: The Capital Stock shall consist of 525,000,000 shares of common stock, $0.001 par value, all of

which stock shall be entitled to voting power, and 250,000,000 shares of preferred stock, $0.001 par

value. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195

and 78.1955), as the same now exists or may hereafter be amended or supplemented, the Board of

Directors may fix and determine the designations, rights, preferences or other variations of each class or

series within each class of preferred stock of the Corporation. The Corporation may issue shares of

Capital Stock for such consideration as may be fixed by the Board of Directors.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least

a majority of the voting power, or such greater proportion of the voting power as may be required in the

case of a vote by classes or series, or as may be required by the provisions of the articles of

incorporation* have voted in favor of the amendment is:

57.7%

4. Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then

the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of

the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend Profit-After

Mobetize (MPAY) Inactive PRE 14CPreliminary information