Mobetize (MPAY) 10-K/A 13 Jul 16 2016 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2016	Jul. 11, 2016	Sep. 30, 2015
Document and Entity Information:
Entity Registrant Name	MOBETIZE, CORP.
Document Type	10-K
Document Period End Date	Mar. 31, 2016
Trading Symbol	mpay
Amendment Flag	true
Amendment Description	interactive data missing
Entity Central Index Key	1,546,679
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		23,330,233
Entity Public Float			$ 12,944,506
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Mar. 31, 2015
ASSETS
Cash	$ 210,341	$ 312,899
Accounts receivable	43,729	6,534
Accounts receivable - related party (Note 5)		14,687
Prepaid expenses and deposits	59,516	56,424
Prepaid expenses and deposits related party (Note 5e)	5,241
Total Current Assets	318,827	390,544
Assets, Noncurrent
Property, Plant and Equipment, Net	11,828	13,606
TOTAL ASSETS	330,655	404,150
LIABILITIES
Accounts payable and accrued liabilities	168,956	37,300
Accounts payable and accrued liabilities - related party (Note 5e)	45,749	72,810
Deposits due to customers	1,480
Promissory note due to Related Parties (Note 5e), Current	50,000
Convertible debenture (Note 6e)	275,000
Total Current Liabilities	541,185	110,110
Liabilities, Noncurrent
Due to Related Parties, Noncurrent (Note 5)	5,943	53,105
Shareholder loan (Note 5d&e)	41,533
Liabilities, Noncurrent	47,476	53,105
TOTAL LIABILITIES	588,661	163,215
STOCKHOLDERS' EQUITY
Common stock, $0.001 Par Value: 525,000,000 authorized and 33,261,154 and 30,185,505 common shares issued and outstanding, respectively (Note 7)	28,751	30,186
Preferred stock, $0.001 Par Value: 250,000,000 authorized and 4,565,000 preferred shares issued and outstanding (Note 6a)	4,565
Additional paid-in capital	4,608,487	4,030,880
Warrants	676,964	377,311
Share subscriptions payable		14,303
Share options	757,524	46,097
Accumulated deficit	(6,325,061)	(4,255,516)
Accumulated other comprehensive loss	(9,236)	(2,326)
Total Stockholders' Equity	(258,006)	240,935
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 330,655	$ 404,150

Statement of Income

Statement of Income - USD ($)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues
Sales Revenue, Goods, Net	$ 125,934	$ 88,442
Revenue from Related Parties		13,393
Revenues	125,934	101,835
Cost of Revenue
Financial Services Costs	2,195,479	1,607,330
Gross Profit	2,321,413	1,709,165
Operating Expenses
Depreciation, Nonproduction	3,107	1,052
Amortization of Deferred Charges
General and Administrative Expense	280,709	200,770
General and administrative - related party (Note 5)	2,913	99,695
…..>Stock based compensation expense (Note 8)	711,427	46,097
Investor relations and promotion	31,881	138,142
Listing fees	46,655	30,984
Management salaries and consulting fees	299,916	438,193
Management salaries and consulting fees related party (Note5)	120,000	222,382
Professional fees	72,244	74,954
Research and development	467,574	59,170
Research and development related party	74,227	261,607
Sales and marketing	84,826	31,646
Sales and marketing Related Party		2,638
Operating Expenses	2,195,479	1,607,330
Operating Income (Loss)	4,516,892	3,316,495
Investment Income, Nonoperating
Gain (Loss) on Investments Note 4)		(1,503,523)
Investment Income, Nonoperating		(1,503,523)
Interest and Debt Expense
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	(2,069,545)	(3,009,018)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(2,069,545)	(3,009,018)
Net Income (Loss) Attributable to Parent	$ (2,069,545)	$ (3,009,018)
Earnings Per Share
Earnings Per Share, Basic and Diluted	$ (0.07)	$ (0.10)
Weighted Average Number of Shares Outstanding, Basic and Diluted	31,810,036	29,997,256

Consolidated Statements of Cash

Consolidated Statements of Cash Flow (Unaudited) MOBETIZE APRIL 1ST 2014 TO MARCH 31ST 2016 - USD ($)	12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (2,069,545)	$ (3,009,018)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,107	1,052
Gains (Losses) on Extinguishment of Debt		1,503,523
Gain (Loss) on Sales of Loans, Net	(31,437)
Shares issued for services	18,181	243,674
Interest accrued on shareholder loans	2,913
Employee Benefits and Share-based Compensation	711,427	46,097
Paid-in-Kind Interest		5,056
Changes in assets and liabilities
Accounts receivable	(37,195)	72,439
Accounts receivable - related party	14,687	(14,687)
Prepaid expenses	26,908	(42,105)
Increase (Decrease) in Prepaid Expense and Other Assets	759
Accounts payables and accrued liabilities	133,136	18,218
Accounts payable - related party	(27,061)	10,979
Net cash used in operating activities	(1,254,120)	(1,164,772)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment	(1,659)	(14,659)
Proceeds from Sale, Maturity and Collection of Investments		130,526
Net cash used in investing activities	(1,659)	115,867
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from sale of common stock and warrant exercise, net of financing costs	619,667	1,273,623
Proceeds from Stock Plans	245,000
Repayments, net of proceeds from related party	44,000
Proceeds from (Repayments of) Related Party Debt	76,000
Proceeds from Issuance of Common Stock	228,240
Repayment of Notes Receivable from Related Parties	(53,105)
Net cash provided by financing activities	1,159,802	1,273,623
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(6,581)	(2,326)
NET INCREASE IN CASH	(102,558)	222,392
CASH - BEGINNING OF PERIOD	312,899	90,507
CASH - END OF PERIOD	$ 210,341	$ 312,899

Statement of Shareholders' Equi

Statement of Shareholders' Equity and Other Comprehensive Income Mobetize Corp. April 1, 2014 to March 31st 2016 - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Share Subscription	Warrant	Retained Earnings	AOCI Attributable to Parent	Total
Stockholders' Equity, before treasury stock at Mar. 31, 2014	$ 28,364		$ 2,992,747			$ (1,246,498)		$ 1,774,613
Shares, Outstanding at Mar. 31, 2014	28,364,200							28,364,200
Stock Issued During Period, Value, New Issues Consultancy	$ 20		24,367					$ 24,387
Stock Issued During Period, Shares, New Issues Consultancy	19,861							19,861
Stock Expired During Period, Value, New Issues Financing	$ 1,123		631,841		$ 150,659			$ 783,623
Stock Expired During Period, Shares, New Issues Financing	1,122,831							1,122,831
Stock Issued During Period, Value, Note	$ 490		377,058		112,452			$ 490,000
Stock Issued During Period, Shares, Note	490,000							490,000
Stock Issued During Period, Value, Private Placement	$ 163		(163)
Stock Issued During Period, Shares, Private Placement	163,333							163,333
Issuance of warrants with equity financing					114,200			$ 114,200
Valuation of options issued cancelled					46,097			46,097
Stock Payable for consultancy services				$ 14,303				14,303
Stock Conversion During Period, Value, New Issues	$ 26		5,030					$ 5,056
Stock Conversion During Period, Shares, New Issues	25,280							25,280
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest						(3,009,018)		$ (3,009,018)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest							$ (2,326)	(2,326)
Stockholders' Equity, before treasury stock at Mar. 31, 2015	$ 30,186		4,030,880	14,303	423,408	(4,255,516)	(2,326)	$ 240,935
Shares, Outstanding at Mar. 31, 2015	30,185,505							30,185,505
Stock Issued During Period, Value, Investment	$ 161		65,022		15,556			$ 80,739
Stock Issued During Period, Shares, Investment	161,481							161,481
Stock Issued During Period, Value, Fee	$ 2,725		403,850		262,470			$ 669,045
Stock Issued During Period, Shares, Fee	2,724,668							2,724,668
Issuance of warrants with equity financing					3,372			$ 3,372
Stock Issued During Period, Value, Exercise Warrants	$ 189		94,561					$ 94,750
Stock Issued During Period, Shares, Exercise Warrants	189,500							189,500
Expiring Warrants			(18,255)		18,255
Share options issued in the period					711,427			$ 711,427
Stock Payable for consultancy services				18,181				$ 18,181
Conversion of common to preferred Stock, Value	$ (4,565)	$ 4,565
Conversion of common to preferred Stock, Shares	(4,565,000)	4,565,000
Stock Issued During Period, Value, New Issues Advisors	$ 55		32,429	$ (32,484)
Stock Issued During Period, Shares, New Issues Advisors	54,727							54,727
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest						(2,069,545)		$ (2,069,545)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest							(6,910)	(6,910)
Stockholders' Equity, before treasury stock at Mar. 31, 2016	$ 28,751	$ 4,565	$ 4,608,487		$ 1,434,488	$ (6,325,061)	$ (9,236)	$ (258,006)
Shares, Outstanding at Mar. 31, 2016	28,750,881	4,565,000						28,750,881

1. Nature of Operations and Con

1. Nature of Operations and Continuance of Business	12 Months Ended
	Mar. 31, 2016
Notes
1. Nature of Operations and Continuance of Business	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 (the “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 March 31, 2016, the Company has an accumulated deficit of $6,325,061 and a history of net losses and cash used in operating activities. 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, 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 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

3. Property and Equipment

3. Property and Equipment	12 Months Ended
	Mar. 31, 2016
Notes
3. Property and Equipment	Property and Equipment Property and equipment, net consisted of the following: March 31, 2016 March 31, 2015 Computer equipment $ 14,787 $ 13,428 Furniture 1,204 1,231 Total 15,991 14,659 Less: accumulated amortization 4,163 1,053 Property and equipment, net $ 11,828 $ 13,606 During the year ended March 31, 2016, property and equipment decreased by $1,778 (2015 - $nil) as a result of foreign currency translation adjustments.

4. Investment

4. Investment	12 Months Ended
	Mar. 31, 2016
Notes
4. Investment	Investment On December 24, 2013 the Company completed a debt for equity swap transaction, through which it converted the notes receivable and accrued interest it held from Telupay International Inc. (“Telupay”) into 3,268,097 common shares in Telupay. As a result of this transaction, the Company owned approximately 2.02% of the outstanding share capital of Telupay. The Company recognizes the holding of these shares as an investment available for sale and values it at the fair value of the shares. As Telupay is a public company on the OTC market, the shares are valued at the market price. During the year ended March 31, 2015, the Company fully liquidated 3,268,097 common shares of Telupay for $130,527 in cash proceeds, realizing a loss on sale of investment of $1,503,523. As at March 31, 2016, the value of the Telupay shares was $nil (2015 - $nil).

5. Related Party Transactions

5. Related Party Transactions	12 Months Ended
	Mar. 31, 2016
Notes
5. Related Party Transactions	Related Party Transactions a) During the year ended March 31, 2016, the Company incurred $nil (2015 - $114,382) of management fees, and $1,380 (2015 - $94,168) of general and administrative expenses to the former President and former Chief Financial Officer (the “Former CFO”) of the Company, noting that the Former CFO resigned from the role on February 4, 2016. In 2016 the Former CFO was remunerated as an employee. b) During the year ended March 31, 2016, the Company incurred $120,000 (2015 - $108,000) of management fees, $74,227 (2015 - $261,607) of development and engineering fees, $1,533 (2015 - $5,527) of general and administration expenses, and $nil (2015 - $2,638) of sales and marketing expenses to a company controlled by the Chief Executive Officer (the “CEO”) of the Company. c) During the year ended March 31, 2016, the Company generated $nil (2015 - $13,393) in revenues from a company controlled by the CEO. d) As at March 31, 2016, the Company owes to the Former CFO or a company controlled by the Former CFO $5,943 (March 31, 2015 - $53,105) for advances, management fees, and/or shareholder loans, as applicable, incurred but unpaid during the year. Amounts owing to the Former CFO are unsecured, non-interest bearing, and due on demand. e) As at March 31, 2016, the Company owes to the CEO or a company controlled by the CEO $41,533 (2015 - $nil) in shareholder loans, $44,759 (2015 - $nil) in a promissory note (described below) which comprises $50,000 principal less $5,241 in prepaid interest, and $45,749 (2015 – $72,810) in amounts payable for services and expenses received by the Company. The $50,000 promissory note (the “Promissory Note”) has a twelve month term with principal due on maturity (February 14, 2017), 12% annual interest rate with $6,000 interest prepaid to the holder. The other amounts owing to the CEO are unsecured, non-interest bearing, and due on demand. f) During the year ended March 31, 2016, the Company received additional advances of $137,000 (2015 - $nil) from the Former CFO, which were reinvested during the year as part of a $175,000 private placement for common shares of the Company (see Note 7(h)) by the CFO and direct members of the CFO’s family. During the year ended March 31, 2016, the Company also paid $994 (2015 - $nil) in interest to the CFO relating to the above noted advances. g) During the year ended March 31, 2016, the Former CFO exercised 25,000 warrants at $0.50 (see Note 7(f)). h) During the year ended March 31, 2016, the Company received additional advances of $40,741 (2015 - $nil) from the CEO, which were reinvested during the year as part of a $40,741 private placement for common shares of the Company (see Note 7(i)) by a company controlled by the CEO.

6. Common Stock and Preferred S

6. Common Stock and Preferred Stock	12 Months Ended
	Mar. 31, 2016
Notes
6. Common Stock and Preferred Stock	Common Stock and Preferred Stock a) Shares for Services: During the years ended March 31, 2016 and 2015, 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 year ended March 31, 2016, the Company incurred $18,181 (2015 - $38,690) in shares for services, and settled $32,484 (2015 - $24,388) of services into common shares with 54,727 (2015 – 19,861) common shares issued at $0.001 per share and $32,429 (2015 - $24,367) recorded to additional paid-in capital as follows: · · · · As at March 31, 2016, $ nil (2015 - $14,303) was included in share subscriptions payable. 6. Common Stock and Preferred Stock – Continued b) Private Placements: During the years ended March 31, 2016 and 2015, the Company conducted four private placements of investment units (comprising common shares and warrants), some of which had repricing and warrant term extensions as follows: · · · · 6. Common Stock and Preferred Stock - Continued c) Issuance of Shares on Exercise of Warrants, Options, and Settlement of Amounts: · · · 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 (the “Preferred Shares”). The Preferred Shares have the same rights and privileges as the common shares, with the exception that Preferred Share holder has 10 votes per Preferred Share versus one vote per common share. On February 4, 2016, the Company converted 4,565,000 common shares held by the CEO of the Company into 4,565,000 Preferred Shares. As at March 31, 2016, 4,565,000 (2015 – nil) Preferred Shares were issued and outstanding. d) 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 (the “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 and at March 31, 2016.

7. Share Purchase Warrants

7. Share Purchase Warrants	12 Months Ended
	Mar. 31, 2016
Notes
7. Share Purchase Warrants	Share Purchase Warrants The following table summarizes the continuity of share purchase warrants: Number of warrants Weighted average exercise price (US$) Balance, March 31, 2014 500,000 0.50 Issued, June 25, 2014 694,414 1.00 Issued, December 11, 2014 305,000 1.25 Issued, March 17, 2015 81,670 1.25 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 During the year ended March 31, 2016, the Company issued the following tranches of warrants relating to private placements (refer to Note 6b) in the year: 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 (the “$0.25 PP”) in the quarter (see Note 6b). 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 (the “$0.50 PP”) in the quarter (see Note 6b). 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 (see Note 6b). 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. 7. Share Purchase Warrants - Continued During the year ended March 31, 2015, the Company issued the following tranches of warrants relating to private placements (refer to Note 6b) in the year: e) On June 25, 2014, 561,414 warrants were issued with an exercise price of $1.00 and a two year term ending June 18, 2016. On March 17, 2015, the term was extended two years to June 18, 2018. The extended warrants were valued at $150,659 using the Black Scholes method, which included a dividend yield of nil, risk-free interest rate of 1.07%, expected volatility of 107.0%, and expected term of 3.3 years. f) On June 25, 2014, 133,000 financing warrants were issued with an exercise price of $1.00 and a two year term ending June 18, 2016. On March 17, 2015, the term was extended two years to June 18, 2018. The warrants were valued at $103,356 using the Black Scholes method, which included a dividend yield of nil, risk-free interest rate of 0.47%, expected volatility of 111.0%, and expected term of 2 years. No amount was recorded relating to the extension. g) On December 11, 2014, 326,670 warrants were issued with an exercise price of $1.25 and a three year term ending December 10, 2017. On March 17, 2015, the term was extended one year to December 10, 2018. The extended warrants were valued at $112,452 using the Black Scholes method, which included a dividend yield of nil, risk-free interest rate of 1.32%, expected volatility of 168%, and expected term of 3.7 years. h) On December 11, 2014, 60,000 financing warrants were issued with an exercise price of $1.25 and a three year term ending December 10, 2017. On March 17, 2015, the term was extended one year to December 10, 2018. The warrants were valued at $38,074 using the Black Scholes method, which included a dividend yield of nil, risk-free interest rate of 1.10%, expected volatility of 96.4%, and expected term of 4 years. No amount was recorded relating to the extension. As at March 31, 2016, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price (US$) 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

10. Income Taxes

10. Income Taxes	12 Months Ended
	Mar. 31, 2016
Notes
10. Income Taxes	Income Taxes At March 31, 2016 the Company had no deferred tax assets. At March 31, 2016, the Company had a federal operating loss in the amount of $2,069,545 for the year and cumulative losses of $6,325,061. Non-capital losses amounted to $2,069,545 with $1,386,822 of the losses occurring within the State of Washington, USA, and $682,723 of the losses occurring within the Province of British Columbia, Canada. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended March 31, 2016 and 2015 is summarized as follows: US$ Years ended March 31, 2016 2015 Loss before income taxes $ 2,069,545 $ 3,009,018 Income tax recovery at statutory rates (662,255) (992,976) Non-deductible expenses 257,059 591,669 Change in unrecognized deferred tax asset 519,671 453,105 Foreign exchange impact (958) 29,030 Other (113,518) (80,828) Income tax expense - - - The valuation allowance for deferred tax assets as of March 31, 2016 and 2015 was $1,323,411 and $803,740, respectively, which will begin to expire in 2033. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of March 31, 2016 and 2015 and maintained a full valuation allowance. The unrecognized deferred tax assets include tax losses and difference between the carrying amount and tax basis of the following items. US$ Years ended March 31, 2016 2015 Deferred tax assets: Losses available for deductions $ 1,323,411 $ 725,440 Share issuance costs carried forward - 78,300 1,323,411 803,740 Less unrecognized deferred tax assets (1,323,411) (803,740) Recognized deferred tax assets $ - $ -

11. Concentration of Risk

11. Concentration of Risk	12 Months Ended
	Mar. 31, 2016
Notes
11. Concentration of Risk	Concentration of Risk During the year ended March 31, 2016, revenues generated were $125,934 compared to revenues of $101,835 during the same period in 2015. Revenues are generated through consulting services provided by Mobetize to existing customers, payment processing, and licensing. During the year ended March 31, 2016, the Company had revenues from five customers (2015 – revenues from four customers) with 75% (2015 – 55%) of revenues generated from the Company’s largest customer. During the year ended March 31, 2016, the Company had $nil (2015 - $13,716) revenues from Alligato Inc.

12. Commitment and Contingencie

12. Commitment and Contingencies	12 Months Ended
	Mar. 31, 2016
Notes
12. Commitment and Contingencies	Commitment and Contingencies The Company has an obligation under a rental lease for its operating office. As of March 31, 2016, the remaining term of the lease is six months with monthly payments of $4,900. The Company’s lease includes a renewal option.

13. Supplemental Cash Flow Disc

13. Supplemental Cash Flow Disclosures	12 Months Ended
	Mar. 31, 2016
Notes
13. Supplemental Cash Flow Disclosures	Supplemental Cash Flow Disclosures US$ Years ended March 31, 2016 2015 CASH PAID DURING THE PERIOD FOR: Interest paid $ 36,000 $ - SUPPLEMENTAL NONCASH INFORMATION: Shares issued for services 32,484 289,771 Shares issued to settle debt - 5,056

14. Segment Information

14. Segment Information	12 Months Ended
	Mar. 31, 2016
Notes
14. Segment Information	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.

15. Comparative Periods

15. Comparative Periods	12 Months Ended
	Mar. 31, 2016
Notes
15. Comparative Periods	Comparative Periods Certain comparative amounts for the prior period have been reclassified to conform to the current period presentation.

16. Subsequent Events

16. Subsequent Events	12 Months Ended
	Mar. 31, 2016
Notes
16. Subsequent Events	Subsequent Events Subsequent to year end, the Company has sought recovery of 578,733 common shares and 101,726 share purchase warrants issued as an overpayment in settlement of expenses and liabilities. On May 20, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Series A Amendment”) with the Nevada Secretary of State to amend its Designation of Series A Preferred Stock dated February 25, 2016 (the “Series A Preferred Designation”), in its entirety, to amend the provision related to conversion adjustments. On May 23, 2016, the Company filed a Certificate of Designation for Series B Preferred Stock (the “Series B Preferred Designation”) with the Nevada Secretary of State. The Series B Designation was approved by the Board on May 11, 2016. The Series B Preferred Designation designated twenty five million (25,000,000) shares of the authorized preferred share capital as Series B Preferred Stock and provides certain preferences to holders of Series B Preferred Stock over those rights held by holders of the Company’s common stock On May 31, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Series B Amendment”) with the Nevada Secretary of State to amend its Designation of Series B Preferred Stock dated May 23, 2016, in its entirety, to amend the protection provision related to the limitations placed on the issuance of Series B Preferred Stock. On June 1, 2016, the Company entered into Consulting and Debt Settlement Agreements with Francisco Kent Carasquero pursuant to which the Company agreed to settle an amount of $30,000 for services rendered by Mr. Carasquero in exchange for 200,000 shares of Series B Preferred Stock in total satisfaction of the amounts owed and to enter into a monthly consulting arrangement. On June 2, 2016, the Company and Alligato, Inc. entered into a Share Exchange Agreement pursuant to which Alligato exchanged 4,081,481 shares of the Company’s common stock for 4,081,481 shares of the Company’s Series B Preferred Stock. On June 2, 2016, the Company and Don Duberstein, a member of the board of directors, entered into a Share Exchange Agreement pursuant to which Mr. Duberstein exchanged 1,039,167 shares of the Company’s common stock for 1,039,167 shares of the Company’s Series B Preferred Stock. On June 2, 2016, the Company” and Malek Ladki, a member of the board of directors, entered into a Share Exchange Agreement pursuant to which Mr. Ladki exchanged 300,000 shares of the Company’s common stock for 300,000 shares of the Company’s series B Preferred Stock.

Basis of Presentation (Policies

Basis of Presentation (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Basis of Presentation	a) Basis of Presentation The 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.

Use of Estimates (Policies)

Use of Estimates (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Use of Estimates	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.

Cash (Policies)

Cash (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Cash	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 March 31, 2016 and 2015, the Company had no cash equivalents

Accounts Receivable (Policies)

Accounts Receivable (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Accounts Receivable	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.

Prepaid Expenses (Policies)

Prepaid Expenses (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Prepaid Expenses	g) 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.

Revenue Recognition (Policies)

Revenue Recognition (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Revenue Recognition	h) 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.

Property and Equipment (Policie

Property and Equipment (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Property and Equipment	i) 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 yea

Research and Development Costs

Research and Development Costs (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Research and Development Costs	j) 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.

Income Taxes (Policies)

Income Taxes (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Income Taxes	l) 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.

Basic and Diluted Net Income (l

Basic and Diluted Net Income (loss) Per Share (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Basic and Diluted Net Income (loss) Per Share	m) 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 March 31, 2016, the Company has nil (2014 – nil) potentially dilutive shares

Financial Instruments _ Concent

Financial Instruments / Concentration (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Financial Instruments / Concentration	o) 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 Financial Instruments 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. p) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures 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. 2. Summary of Significant Accounting Policies – Continued 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. q) Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging Debt with Conversion and Other Options r) 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. s) 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.

Debt Issue Costs and Debt Disco

Debt Issue Costs and Debt Discount (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Debt Issue Costs and Debt Discount	t) 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.

Foreign Currency (Policies)

Foreign Currency (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Foreign Currency	u) 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.

Recently Adopted Accounting Sta

Recently Adopted Accounting Standards (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Recently Adopted Accounting Standards	v) 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 adoption of the pronouncement did not have a material effect on the Company’s consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU was effective for annual periods beginning after December 15, 2014. Early adoption is permitted. Accordingly, we have elected to adopt ASU No. 2014-10 on April 1, 2014. 2. Summary of Significant Accounting Policies – Continued w) 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 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 does not expect the amendments in this ASU to have any impact 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. 2. Summary of Significant Accounting Policies - Continued 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

6. Common Stock and Preferred33

6. Common Stock and Preferred Stock: Issuance of Shares On Exercise of Warrants, Options, and Settlement of Amounts (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Issuance of Shares On Exercise of Warrants, Options, and Settlement of Amounts:	c) Issuance of Shares on Exercise of Warrants, Options, and Settlement of Amounts: · · ·

6. Common Stock and Preferred34

6. Common Stock and Preferred Stock: Authorization and Issuance of Series A Preferred Shares (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
Authorization and Issuance of Series A Preferred Shares:	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 (the “Preferred Shares”). The Preferred Shares have the same rights and privileges as the common shares, with the exception that Preferred Share holder has 10 votes per Preferred Share versus one vote per common share. On February 4, 2016, the Company converted 4,565,000 common shares held by the CEO of the Company into 4,565,000 Preferred Shares. As at March 31, 2016, 4,565,000 (2015 – nil) Preferred Shares were issued and outstanding.

6. Common Stock and Preferred35

6. Common Stock and Preferred Stock: D) Convertible Debenture (Policies)	12 Months Ended
	Mar. 31, 2016
Policies
D) Convertible Debenture	d) 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 (the “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 and at March 31, 2016.