7299
(Primary Standard Industrial Classification Number)
|
99-0373704
(IRS Employer Identification Number)
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
☒
|
|
·
|
a custom branded wallet;
|
|
·
|
deepening customer relationships and loyalty;
|
|
·
|
launching new products and services via mobile;
|
|
·
|
attracting new customers and increase sales;
|
|
·
|
reducing customer payment-processing costs;
|
|
·
|
interoperability; and
|
|
·
|
reducing fraud and increase customers’ security.
|
Top 10 Send Countries US Billion Dollars:
|
Top 10 Receiving Countries US Billion Dollars:
|
|
•
|
Infrastructure;
|
|
•
|
Regulations;
|
|
•
|
Licenses;
|
|
•
|
Security;
|
|
•
|
Liquidity of the agents;
|
|
•
|
Multi currency settlement; and
|
|
•
|
Cash in & cash out networks.
|
|
·
|
smartBill;
|
|
·
|
smartRemit;
|
|
·
|
smartCharge;
|
|
·
|
smartWallet;
|
|
·
|
mPOS;
|
|
·
|
mPay; and
|
|
·
|
mWallet.
|
|
·
|
substantial additional cost to obtain a marketable product;
|
|
·
|
additional competition resulting from competitors in the surveillance and facial recognition market; and
|
|
·
|
delay in obtaining future inflow of cash from financing or partnership activities.
|
|
·
|
variations in our operating results;
|
|
·
|
changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;
|
|
·
|
changes in operating and stock price performance of other companies in our industry;
|
|
·
|
additions or departures of key personnel; and
|
|
·
|
future sales of our common stock.
|
Item
5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
OTC MARKETS QB
1)
|
||
Quarter Ended
|
High
|
Low
|
March 31, 2014
|
$1.50
|
$1.15
|
December 31, 2013
|
$1.85
|
$1.00
|
September 30, 2013
|
n/a
|
n/a
|
(1)
|
Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, markdown or commission, and may not represent actual transactions.
|
US$
|
||||||||
Year Ended
|
||||||||
March 31,
|
||||||||
2014
|
2013 | |||||||
Revenues
|
$ | 196,567 | $ | - | ||||
Operating Expenses
|
2,403,656 | 191,239 | ||||||
Net Loss from Operations
|
(2,207,089 | ) | (191,239 | ) | ||||
Net Income/(Loss)
|
(1,049,869 | ) | (182,891 | ) |
US $
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
Current Assets
|
$ | 274,612 | $ | 393,221 | ||||
Current Liabilities
|
134,018 | 163,305 | ||||||
Working Capital
|
140,594 | 229,916 |
US$
|
||||||||
Year Ended
|
||||||||
March 31,
|
||||||||
2014
|
2013
|
|||||||
Cash flows used in Operating Activities
|
$
|
(495,238
|
)
|
$
|
(124,047
|
)
|
||
Cash flows used in Investing Activities
|
(177,027
|
)
|
(9,895
|
)
|
||||
Cash flows provided by Financing Activities
|
752,753
|
143,991
|
||||||
Net Increase in Cash During Period
|
90,537
|
10,049
|
MOBETIZE, CORP.
|
(A Development Stage Company)
|
Balance Sheets
|
For the years ended March 31, 2014 and 2013
(
Audited
)
|
US $
|
||||||||
MARCH 31,
2014
|
MARCH 31,
2013
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
90,537
|
$
|
10,049
|
||||
Accounts receivable
|
78,973
|
-
|
||||||
Prepaids
|
105,102
|
-
|
||||||
Notes receivable (Note 4)
|
-
|
373,424
|
||||||
Interest receivable
|
-
|
9,748
|
||||||
Total Current Assets
|
274,612
|
393,221
|
||||||
Investments (Note 5)
|
1,634,049
|
-
|
||||||
Intangible asset (Note 6)
|
-
|
46,409
|
||||||
TOTAL ASSETS
|
$
|
1,908,661
|
$
|
439,630
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
LIABILITIES
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
19,082
|
$
|
2,453
|
||||
Accounts payable - related party (Note 7)
|
61,831
|
36,500
|
||||||
Due to related party (Note 7)
|
53,105
|
84,352
|
||||||
Convertible debentures (Note 8)
|
-
|
40,000
|
||||||
Total Current Liabilities
|
134,018
|
163,305
|
||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common stock, $0.001 Par Value: 525,000,000 authorized and 28,364,200
and 17,003,000 common shares issued and outstanding, respectively (Note 9)
|
28,364
|
17,003
|
||||||
Additional paid-in capital
|
2,992,747
|
455,921
|
||||||
Accumulated deficit during the development stage
|
(1,246,468
|
)
|
(196,599
|
)
|
||||
Total Stockholders' Equity
|
1,774,643
|
276,325
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
1,908,661
|
$
|
439,630
|
(A Development Stage Company)
|
Statements of Operations
|
(Audited)
|
(A Development Stage Company)
|
Common Shares
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
During
Development
Stage
|
Total
Stockholders
Equity
|
|||||||||||||||||
Number
|
Value
|
|||||||||||||||||||
Inception
|
- | - | - | - | - | |||||||||||||||
Incorporation
|
3,000,000 | 3,000 | - | - | 3,000 | |||||||||||||||
Acquisition of note receivable
|
8,500,000 | 8,500 | - | - | 8,500 | |||||||||||||||
Net loss for the year
|
- | - | - | (13,708 | ) | (13,708 | ) | |||||||||||||
Balance - March 31, 2012
|
11,500,000 | 11,500 | - | - | (2,208 | ) | ||||||||||||||
Acquisition of notes receivable
|
3,638,000 | 3,638 | 361,286 | - | 364,924 | |||||||||||||||
Settlement of management fees
|
665,000 | 665 | 65,835 | - | 66,500 | |||||||||||||||
Acquisition of license
|
1,200,000 | 1,200 | 28,800 | - | 30,000 | |||||||||||||||
Net loss for the year
|
- | - | - | (182,891 | ) | (182,891 | ) | |||||||||||||
Balance - March 31, 2013
|
17,003,000 | 17,003 | 455,921 | (196,599 | ) | 276,325 | ||||||||||||||
Acquisition of IP
|
4,000,000 | 4,000 | 1,396,000 | - | 1,400,000 | |||||||||||||||
Sale of 1,000,000 shares at $0.25/share
|
796,000 | 796 | 198,204 | - | 199,000 | |||||||||||||||
Debt Settlement
|
84,000 | 84 | 20,916 | 21,000 | ||||||||||||||||
RTO with Mobetize Corp.
|
4,630,000 | 4,630 | (4,630 | ) | - | - | ||||||||||||||
Sale of 1,050,000 shares at $0.50/share, net of finder fees $52,500
|
1,050,000 | 1,050 | 471,450 | - | 472,500 | |||||||||||||||
Conversion of notes payable
|
200,000 | 200 | 39,800 | - | 40,000 | |||||||||||||||
Debt/Equity Conversion
|
150,000 | 150 | 202,350 | - | 202,500 | |||||||||||||||
Shares issued for consultancy services received
|
451,200 | 451 | 208,049 | - | 208,500 | |||||||||||||||
Share Options issued for consultancy services received
|
- | - | 4,687 | - | 4,687 | |||||||||||||||
Net loss for the year
|
- | - | - | (1,049,869 | ) | (1,049,869 | ) | |||||||||||||
Balance - March 31, 2014
|
$ | 28,364,200 | 28,364 | $ | 2,992,747 | $ | (1,246,468 | ) | $ | 1,774,643 |
US$
YEAR ENDED
MARCH 31,
|
US$
ACCUMULATED FROM INCEPTION
(FEBRUARY 23, 2012)
TO
|
|||||||||||
2014
|
2013
|
MARCH 31, 2014
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (1,049,869 | ) | $ | (182,891 | ) | $ | (1,246,468 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Shares issued for services
|
108,085 | 66,500 | 174,585 | |||||||||
Shares issued for incorporation cost
|
- | - | 3,000 | |||||||||
Gain on conversion of notes receivable
|
(1,241,100 | ) | - | (1,241,100 | ) | |||||||
Loss on impairment of software IP and licenses
|
1,623,436 | - | 1,623,436 | |||||||||
Interest receivable
|
(9,777 | ) | (9,748 | ) | (19,525 | ) | ||||||
Interest settled in shares
|
90,000 | - | 90,000 | |||||||||
Changes in assets and liabilities
|
||||||||||||
Accounts receivable
|
(78,973 | ) | - | (78,973 | ) | |||||||
Accounts payables and accrued expenses
|
16,629 | 2,092 | 19,082 | |||||||||
Accounts payable - related party
|
46,331 | - | 82,831 | |||||||||
Net cash used in operating activities
|
(495,238 | ) | (124,047 | ) | (593,132 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Software development costs
|
(177,027 | ) | (9,895 | ) | (203,331 | ) | ||||||
Net cash used in investing activities
|
(177,027 | ) | (9,895 | ) | (203,331 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITES
|
||||||||||||
Proceeds from common stock issued and issuable
|
671,500 | - | 671,500 | |||||||||
Proceeds from issuance of convertible debentures
|
- | 40,000 | 40,000 | |||||||||
Proceeds from short-term loan
|
- | - | ||||||||||
Proceeds from related party
|
135,597 | 103,991 | 234,528 | |||||||||
Repayment to related party
|
(54,344 | ) | (59,028 | ) | ||||||||
Net cash provided by financing activities
|
752,753 | 143,991 | 887,000 | |||||||||
NET INCREASE IN CASH
|
80,488 | 10,049 | 90,537 | |||||||||
CASH - BEGINNING OF PERIOD
|
10,049 | - | - | |||||||||
CASH - END OF PERIOD
|
$ | 90,537 | $ | 10,049 | $ | 90,537 | ||||||
CASH PAID DURING THE PERIOD FOR:
|
||||||||||||
Interest expense
|
$ | - | $ | - | $ | - | ||||||
Interest expense
|
$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL NONCASH INFORMATION:
|
||||||||||||
Shares issued for acquisition of software licence
|
$ | 1,400,000 | $ | 30,000 | $ | 1,430,000 | ||||||
Shares issued to settle debt
|
$ | 133,500 | $ | - | $ | 133,500 | ||||||
Non cash increase in prepaid expenses
|
$ | 187,500 | $ | - | $ | 187,500 | ||||||
Shares issued for acquisition of notes receivable
|
$ | - | $ | 317,720 | $ | 373,424 | ||||||
Share Options issues to settle debt
|
$ | 4,686 | $ | - | $ | 4,686 | ||||||
Non cash acquisition of shares held for investment
|
$ | 1,634,049 | $ | - | $ | 1,634,049 |
1.
|
Nature of Operations and Continuance of Business
|
2.
|
Summary of Significant Accounting Policies
|
|
a)
|
Basis of Presentation
|
|
b)
|
Use of Estimates
|
|
c)
|
Financial Statements
|
|
d)
|
Cash and Cash Equivalents
|
|
e)
|
Notes
Receivable
|
|
f)
|
Prepaid Expenses
|
|
g)
|
Revenue Recognition
|
|
h)
|
Investments
|
|
i)
|
Intangible Assets
|
|
j)
|
Stock-based Compensation
|
|
k)
|
Basic and Diluted Net Loss per Share
|
|
l)
|
Comprehensive Loss
|
|
m)
|
Fair Value Measurement
|
|
n)
|
Recent Accounting Pronouncements
|
|
•
|
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
|
|
•
|
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
|
3.
|
Share Exchange Agreement between Mobetize, Corp. and Mobetize, Inc.
|
4.
|
Notes Receivable
|
b)
|
O
n September 12, 2012, the Company acquired outstanding notes receivable of $112,328, comprised of principal balance of $100,000 and accrued interest of $12,328, due from a non-related company, Telupay PLC, in exchange for the issuance of 1,125,000 common shares of the Company. The notes are unsecured, bears interest at 6% per annum, and due on demand. The notes are convertible into common shares of Telupay International Inc., a non-related company, at a rate of $0.15 per common share at the option of the Company. As at September 30, 2013, the Company accrued $6,116 of interest receivable.
|
c)
|
On September 24, 2012, the Company acquired outstanding notes receivable of $196,892, comprised of principal balance of $175,000 and accrued interest of $21,892, due from a non-related party, Telupay PLC, in exchange for the issuance of 1,960,000 common shares of the Company. The notes are unsecured, bears interest at 6% per annum, and due on demand. The notes are convertible into common shares of Telupay International Inc., a non-related company, at a rate of $0.15 per common share at the option of the Company. As at September 30, 2013, the Company accrued $10,704 of interest receivable.
|
d)
|
On November 6, 2012, the Company acquired outstanding notes receivable of $55,704, comprised of principal balance of $50,000 and accrued interest of $5,704, due from a non-related company, Telupay PLC. The note is unsecured, bears interest at 6% per annum, and is due on demand. The note is convertible into common shares of Telupay International Inc., a non-related company, at a rate of $0.15 per common share at the option of the Company. The Company acquired these notes form a non-related party in exchange for the issuance of 553,000 common shares of the Company. As at September 30, 2013, the Company accrued $2,705 of interest receivable.
|
e)
|
On December 24, 2013 the Company converted all outstanding notes receivable and accrued interest in to common equity of Telupay International Inc. at a deemed conversion price of $0.12 per share. As such, at March 31, 2013 the Company has $nil notes receivable in Telupay International Inc. and instead recognizes the equity acquired through this transaction as an investment (see note 5). As Telupay International Inc. is a public company listed on the OTC market, the Company used the quoted share price of $0.50 on March 31, 2014 as an estimation of fair market value of it’s equity investment. This led to the Company recognizing a one off gain of $1,241,100 upon the conversion of the notes receivable and accrued interest in to common equity of Telupay International Inc.
|
5.
|
Investment
|
6.
|
Intangible Assets
|
US$
|
||||||||||||||||
Cost
|
Accumulated
Amortization
|
Net Carrying Value:
|
||||||||||||||
March 31,
2014
|
March 31,
2013
|
|||||||||||||||
Software license
|
$ | 46,409 | $ | – | $ | - | $ | 46,409 | ||||||||
Mobetize IP asset
|
1,577,027
|
– | - | – | ||||||||||||
$ |
1,623,436
|
– | $ | - | $ | 46,409 |
|
a)
|
On March 26, 2012, the Company acquired the rights to use, distribute, and incorporate software related to mobile banking and payment software from Baccarat Overseas Ltd., a non-related company, in exchange for 1,200,000 common shares with a fair value of $30,000.
|
|
b)
|
During the period ended March 31, 2014, the Company incurred $177,029 (March 31, 2013 - $9,895) for development of the software, all of which has been capitalized.
|
|
c)
|
On May 31, 2013, the Company acquired the technology, source code and all other IP related to the assets of the Mobetize suite from Alligato Inc., as well as the customer accounts and partnership agreements relating to the Mobetize IP assets, in exchange for 4,000,000 common shares with a fair value of $1,400,000. These assets will be amortized on a straight-line basis over three years, once operations using these assets commence.
|
|
d)
|
Alligato is a company controlled by Ajay Hans the CEO and Director of Mobetize Corp. However, Mr. Hans only became a Director and Officer of the Company effective September 4, 2013, subsequent to the asset purchase from Alligato, hence this transaction was not considered to be with a related party.
|
e)
|
During the period ended March 31, 2014, the Company incurred $177,029 (March 31, 2013 - $9,895) for development of the software, all of which has been capitalized.
|
7.
|
Related Party Transactions
|
a)
|
On September 28, 2012, the Company issued 665,000 common shares to settle outstanding management fees with a fair value of $66,500 to the President and a Director of the Company.
|
b)
|
During the period ended March 31, 2014, the Company incurred $105,000 (2013 - $60,000) of management fees and $1,500 (2013 - $6,000) of rent to the President of the Company.
|
c)
|
During the period ended March 31, 2014, the Company incurred $267,209 (2013 - $9,805) of development & engineering fees, $14,386 (2013 - $nil) of advertising expenses and $15,132 (2013 - $nil) of general & administration expenses to a company controlled by the Chief Executive Officer of the Company.
|
d)
|
During the period ended March 31, 2014, the Company incurred $60,000 (2013 - $nil) of management fees to a company controlled by the Chief Executive Officer of the Company.
|
e)
|
During the period ended March 31, 2014, the Company incurred $10,500 (2013 - $24,500) of management fees to a company controlled by a Director of the Company.
|
f)
|
During the period ended March 31, 2014, the Company settled debt of $21,000 owing to a Company controlled by a Director of the Company with the issuance of 84,000 common shares.
|
g)
|
During the period ended March 31, 2014, the Company settled debt of $112,500 owing to the President of the Company with the issuance of 150,000 common shares.
|
h)
|
As at March 31, 2014, the Company owes $59,787 for advances from related parties and $26,250 for the accrual of management and rent (March 31, 2013 - $90,352 and $20,000 respectively) to the President of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.
|
i)
|
As at March 31, 2014 the company owes $22,899 (2013 - $nil) to a Company controlled by the Chief Executive Officer of the Company for development expenses, advertising expenses and general and administration expenses incurred but unpaid during the period.
|
j)
|
As at March 31, 2014 the company owes $6,000 (2013 - $nil) to a Company controlled by the Chief Executive Officer of the Company for management fees incurred but unpaid during the period.
|
8.
|
Convertible Debentures
|
9.
|
Common Stock
|
|
a)
|
On September 28, 2012, the Company issued 665,000 common shares to settle outstanding management fees with a fair value of $66,500 to the President and a Director of the Company.
|
|
b)
|
On July 25, 2013, the Company affected a seven-for-one forward share split. The effect of the forward stock split increased the number of issued and outstanding common shares from 3,290,000 common shares outstanding and 75,000,000 authorized to 23,030,000 common shares outstanding and 525,000,000 authorized and has been reflected on a retroactive basis.
|
|
c)
|
On July 12, 2013, the Chief Executive Officer of Mobetize acquired 18,900,000 post-split common shares of the Company in a private transaction for $25,000. Subsequent to the acquisition, the CEO of Mobetize returned 18,400,000 common shares for cancellation.
|
|
d)
|
Prior to the purchase and sale agreement, the former President and Director of the Company forgave $11,527 owing from the company, which was recorded as additional paid-in capital.
|
|
e)
|
Prior to the share exchange between Mobetize Corp. and Mobetize Inc., on May 31, 2013, Mobetize acquired the technology, source code and all other IP related to the assets of the Mobetize suite from Alligato Inc., as well as the customer accounts and partnership agreements relating to the Mobetize IP assets, in exchange for 4,000,000 common shares with a fair value of $1,400,000.
|
|
f)
|
Prior to the share exchange between Mobetize Corp. and Mobetize Inc., Mobetize closed a private placement for 796,000 common shares for cash proceeds of $199,000.
|
|
g)
|
Prior to the share exchange between Mobetize Corp. and Mobetize Inc., the Company issued 120,000 shares of stock for prepaid consulting services valued at $30,000. As of March 31, 2014, all services have been received and $30,000 has been amortized.
|
|
h)
|
Prior to the share exchange between Mobetize Corp. and Mobetize Inc., the Company issued 84,000 shares of stock as valued at $21,000 to settle debt in the amount of $21,000.
|
|
i)
|
On September 4, 2013, the Company issued 22,003,000 common shares of the Company, for the share exchange agreement as noted in Note 3.
|
|
j)
|
On September 16, 2013, the Company issued 315,000 common shares for prepaid consulting services, with a fair value of $157,500. As of March 31, 2014, $57,273 of these services has been amortized.
|
|
k)
|
On October 8, 2013 the Company issued 1,050,000 common shares at $0.50 each in a private placement and received $525,000 in gross cash proceeds, net of $52,500 in share issuance cost.
|
|
l)
|
On December 15, 2013 the Company issued 15,000 common shares for prepaid marketing services with a fair value of $19,500. As of March 31, 2014 $14,625 of these services have been amortized.
|
|
m)
|
On December 31, 2013 the Company issued 1,200 common shares in payment of consultancy services received with a fair market value of $1,500.
|
|
n)
|
On March 14, 2014 the Company issued 200,000 common shares at a deemed price of $0.20 a share upon conversion of the outstanding notes payable to equity with a total value of $40,000.
|
|
o)
|
On March 26, 2014 the Company entered in to a debt for equity settlement agreement with the President of the Company. Under the terms of this agreement, the Company settled debts of $112,500 owed to the President of the Company in return for the issuance of 150,000 common shares. This transaction was valued at the prevailing market price of $1.35 per share, so the Company incurred an interest charge of $90,000 as a result of this transaction and the total transaction was valued at $202,500.
|
10.
|
Share Purchase Warrants
|
Number of warrants
|
Weighted average
exercise price (US$)
|
|||||||
Balance, March 31 2013
|
– | – | ||||||
Issued, September 3, 2013
|
500,000 | 0.50 | ||||||
Balance, March 31, 2014
|
500,000 | 0.50 |
Number of warrants outstanding
|
Exercise
price (US$)
|
Expiry date
|
|||
500,000
|
0.50 |
September 2, 2015
|
|||
500,000
|
11.
|
Share Options:
|
Number of options
|
Weighted average
exercise price (US$)
|
|||||||
Balance, March 31, 2013
|
– | – | ||||||
Issued, November 30, 2013
|
5,500 | 1.00 | ||||||
Balance, March 31, 2014
|
5,500 | 1.00 |
12.
|
Income Taxes:
|
13.
|
Subsequent Events:
|
Name
|
Position Held
with our Company
|
Age
|
Date First Elected or
Appointed
|
Ajay Hans
|
Director & Chief Executive Officer
|
41
|
September 4, 2013
|
Stephen Fowler
|
President, Secretary and Director
|
61
|
July 12, 2013
|
Chris Convey
|
Chief Financial Officer
|
37
|
September 23, 2013
|
1.
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
2.
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
3.
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
4.
|
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
5.
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
6.
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
|
(a)
|
our principal executive officer;
|
|
(b)
|
our principal financial officer;
|
|
(c)
|
each of our three most highly compensated executive officers who were serving as executive officers at the end of the years ended March 31, 2014 and 2013; and
|
|
(d)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended February 28, 2014 and 2013,
|
SUMMARY COMPENSATION TABLE
|
|||||||||
Name and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-
Equity
Incentive
Plan
Compensation
|
Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
Stephen Fowler President, Secretary and Director
(1)
|
2014
2013
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$106,500
$60,000
|
Nil
Nil
|
Ajay Hans Principal Executive Officer and Director
(2)
|
2014
2013
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$54,000
Nil
|
Nil
Nil
|
Chris Convey Chief Financial Officer
(3)
|
2014
2013
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$35,233
Nil
|
Nil
Nil
|
Ksenia Shpeyzer Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
(4)
|
2013
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
(1)
|
Stephen Fowler was appointed to all respective director and officer positions with our company on July 12, 2013. Pursuant to the agreement with our company on July 15, 2013, Mr. Fowler will provide us with advice regarding matters of our strategic plans, operations and finances. In exchange for the service Mr. Fowler is providing to us, we will compensate him $8,750 per month and an office allowance of $250 per month until the end of the term of the agreement on April 1, 2015.
|
(2)
|
Ajay Has was appointed to as a director with our company on September 4, 2013. Pursuant to the agreement assigned to us on September 4, 2013, Mr. Hans will serve as Principal Executive Officer of our company. In exchange for the service Mr. Hans is providing to us, we will compensate 0853574 BC Ltd. $6,000 per month and until the end of the term of the agreement on May 31, 2014.
|
(3)
|
Chris Convey was appointed as Chief Financial Officer effective September 23, 2013.
|
(4)
|
Ksenia Shpeyzer resigned from all director and officer positions with our company on July 12, 2013.
|
Item
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial
Owner
|
Amount and Nature of
Beneficial Ownership
(1)
|
Percentage of Class
(2)
|
Stephen Fowler
51 Bay View Drive
Point Roberts, WA 98281
|
8,746,346
Common Shares
(3)(4)(5)
Direct and Indirect
|
30.8%
|
Ajay Hans
1018 Cornwall Street
New Westminster, BC V3M 1S2
Canada
|
8,047,170
(6)(7)
Indirect
|
36.5%
|
Chris Convey
1952 W11th Ave
Vancouver, BC, V6J2C6
Canada
|
173,636 Indirect
(8)
|
0.6%
|
Directors and Executive Officers as a Group
|
Common Shares
|
67.9%
|
5%+ Shareholders
|
||
Mobetize Inc.
880-50 West Liberty Street
Reno, NV 89501
|
22,003,000
Direct
|
77.7%
|
|
(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 of and sole voting power and investment power with respect to the shares of our common stock.
|
|
(2)
|
Based on 28,364,200 shares issued and outstanding as of March 31, 2014.
|
|
(3)
|
Stephen Fowler directly holds 596,000 shares in Mobetize Corp.
|
|
(4)
|
Stephen Fowler directly holds approximately 28.28% of the issued and outstanding common shares of Mobetize Inc. As a result of this shareholding, Mr. Fowler indirectly holds an additional 6,230,000 shares in Mobetize Corp. through Mobetize Inc.’s holdings of 22,003,000 shares in Mobetize Corp.
|
|
(5)
|
Forte Finance Limited (“
Forte Finance
”), a corporation under the laws of Malta, directly holds approximately 8.91% of the issued and outstanding common shares of Mobetize Inc. 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 holds an additional 1,920,346 shares in Mobetize Corp. through Forte Finance’s holdings in Mobetize Inc.’s holdings of 22,003,000 shares in Mobetize Corp.
|
|
(6)
|
Ajay Hans directly holds approximately 20.60% of the issued and outstanding common shares of Mobetize Inc. As a result of this shareholding, Mr. Hans indirectly owns 4,540,000 shares in Mobetize Corp. through Mobetize Inc.’s holdings of 22,003,000 shares in Mobetize Corp.
|
|
(7)
|
Alligato Inc. (“
Alligato
”), a corporation registered under the laws of British Columbia, directly holds approximately 18.18% of the issued and outstanding common shares of Mobetize Inc. 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 holds an additional 3,507,170 shares in Mobetize Corp. through Alligato’s holdings in Mobetize Inc.’s holdings of 22,003,000 shares in Mobetize Corp.
|
|
(8)
|
Chris Convey directly holds approximately 0.77% of the issued and outstanding share capital of Mobetize Inc. As a result of this shareholding, Mr. Convey indirectly owns 170,000 in Mobetize Corp through Mobetize Inc.’s holding of 22,003,000 shares Mobetize Corp. Additionally, Alligato Inc. directly holds approximately 18.18% of the issued and outstanding common shares of Mobetize Inc. Further, Mr. Convey owns approximately 0.09% of the issued and outstanding common shares of Alligato. As a result of his holding of these Alligato shares, Mr. Convey additionally indirectly owns 3,636 shares in Mobetize Corp. through Alligato's holdings in Mobetize Inc.’s holdings of 22,003,000 shares of Mobetize Corp
|
a)
|
During the period ended March 31, 2014, our company incurred $267,209 (2013 - $9,895) of development & engineering fees, $14,386 (2013 - $nil) of advertising expenses and $15,132 (2013 - $nil) of general & administration expenses to a company controlled by the Chief Executive Officer of our company.
|
b)
|
During the period ended March 31, 2014, our company settled debt of $112,500 owing to the President of our company with the issuance of 150,000 common shares.
|
c)
|
As at March 31, 2014, our company owes $59,787 for advances from related parties and $26,250 for the accrual of management and rent (March 31, 2013 - $90,352 and $20,000 respectively) to the President of our company. The amounts owing are unsecured, non-interest bearing, and due on demand.
|
d)
|
As at March 31, 2014 our company owes $22,899 (2013 - $nil) to a company controlled by the Chief Executive Officer of t our company for development expenses, advertising expenses and general and administration expenses incurred but unpaid during the period.
|
e)
|
As at March 31, 2014 our company owes $6,000 (2013 - $nil) to a company controlled by the Chief Executive Officer of our company for management fees incurred but unpaid during the period.
|
Year Ended
|
||
March 31, 2014
$
|
March 31, 2013
$
|
|
Audit Fees
|
9,000
|
3,000
|
Audit Related Fees
|
9,000
|
3,500
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
18,000
|
6,500
|
(a)
|
Financial Statements
|
|
(1)
|
Financial statements for our company are listed in the index under Item 8 of this document
|
|
(2)
|
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
|
|
(b)
|
Exhibits
|
Exhibit
Number
|
Exhibit Description
|
2.1
|
Purchase and Sale Agreement with Mobetize, Inc. dated July 9, 2013 (incorporated by reference to our Quarterly Report for June 30, 2013 on Form 10-Q/A filed on September 10, 2013).
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on May 30, 2012).
|
3.2
|
Certificate of Amendment filed on August 8, 2013 (incorporated by reference to our Current Report on Form 8-K filed on August 15, 2013).
|
3.3
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on May 30, 2012).
|
4.1
|
Instrument Defining the Right of Holders – Form of Share Certificate (incorporated by reference to our Registration Statement on Form S-1 filed on May 30, 2012).
|
Exhibit
Number
|
Exhibit Description
|
10.1
|
Management Services Agreement between Mobetize Inc. and Alligato Inc. dated June 1, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 16, 2013).
|
10.2
|
Management Services Agreement between Mobetize Inc. and 053574 BC Ltd. dated June 1, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 16, 2013).
|
10.3
|
Consulting Agreement between our company and Stephen Fowler dated July 15, 2013.
|
10.4
|
Assignment of Debt Agreement of Mobetize Inc. and Stephen Fowler dated April 4, 2012. (incorporated by reference to our Current Report on Form 8-KA filed on November 22, 2013).
|
10.5
|
License Assignment Agreement between Telupay Inc. and Baccarat Overseas Ltd. dated August 21, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 16, 2013).
|
10.6
|
Consulting Agreement between our company and Tanuki Business Consulting Inc. dated September 23, 2013. (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2013).
|
10.7
|
Consulting Agreement between our company and Hugo Cuevas-Mohr dated October 1, 2013. (incorporated by reference to our Current Report on Form 8-K filed on March 18 2014).
|
10.8
|
Consulting Agreement between our company and Institutional Marketing Services Inc. dated November 13, 2013. (incorporated by reference to our Current Report on Form 8-K filed on March 18 2014).
|
10.9 |
Form of Subscription Agreement with the Subscribers dated June 25, 2014.
|
(31)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
31.1*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
|
31.2*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
|
(32)
|
Section 1350 Certifications
|
32.1*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
|
32.2*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
|
101**
|
Interactive Data File (Form 10-K for the year ended February 28, 2014 furnished in XBRL).
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|
***
|
Certain parts of this document have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and are subject to a confidential treatment request pursuant to Rule 406 of the Securities Exchange Act of 1933.
|
MOBETIZE
CORP.
|
||
(Registrant)
|
||
Dated: June 27, 2014
|
||
/s/ Ajay Hans | ||
Ajay Hans
CEO and Director
(Principal Executive Officer)
|
||
Dated: June 27, 2014
|
||
/s/ Chris Convey | ||
Chris Convey
Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer)
|
Dated: June 27, 2014
|
||
/s/ Ajay Hans | ||
Ajay Hans
CEO and Director
(Principal Executive Officer)
|
||
Dated: June 27, 2014
|
||
/s/ Chris Convey | ||
Chris Convey
Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer)
|
1.
|
This Subscription form
is for use by United States and Non-U.S. Accredited Investors.
|
2.
|
COMPLETE
the information on page 2 of this Subscription Agreement.
|
3.
|
COMPLETE
the Canadian Questionnaire on page 15 to this Subscription Agreement.
|
4.
|
If a US resident,
COMPLETE
the Questionnaire attached on page 11.
|
5.
|
All other information must be filled in where appropriate.
|
_____________________ Units
|
|
US$0.75
per Unit
for a total purchase price of US$___________________
|
|
The Purchaser owns, directly or indirectly, the following securities of the Issuer:
|
|
[Check if applicable]
The Purchaser is [ ] an affiliate of the Issuer or [ ]
a professional advisor of the Issuer.
|
REGISTRATION INSTRUCTIONS
|
DELIVERY INSTRUCTIONS
|
|
Name to appear on certificate
|
Name and account reference, if applicable
|
|
Account reference if applicable
|
Contact name
|
|
Address
|
Address
|
|
Tax I.D./E.I.N./S.S.N
|
Telephone Number
|
Reference date of this Subscription Agreement
|
The date of this Agreement with be the date upon which the Agreement was accepted by Mobtize Corp. (the “
Agreement Date
”)
|
||
The Offering | |||
The Issuer
|
MOBETIZE, CORP.
(the “
Issuer
”)
|
||
Offering
|
The offering consists of units (“
Units
”) at $0.75 per Unit. Each Unit will consist of one common share in the capital of the Issuer (each, a “
Share
”) and one half of one common share purchase warrant (each whole warrant a “
Warrant
”) subject to adjustment. Each Warrant shall entitle the holder thereof to purchase one common share in the capital stock of the Issuer (each, a “
Warrant Share
”), as defined below. The Warrants will be exercisable for 24 months following the Closing at $1.00 per share.
The Shares, Warrants and Warrant Shares are individually and collectively referred to as the “
Securities
”.
|
||
Warrants
|
Exercisable for twenty-four (24) months from Closing at an exercise price of US$1.00 per share of common stock.
|
||
Purchased Securities
|
The “
Purchased Securities
” under this Subscription Agreement are Shares, Warrants and the Warrant Shares.
|
||
Offering Restrictions
|
This offering is not subject to any minimum offering.
|
||
Issue Price
|
US$0.75 per Unit.
|
||
Selling Jurisdictions
|
The Units may only be sold in jurisdictions where they may be lawfully sold (the ”
Selling Jurisdictions
”) including, without limitation, all provinces of Canada, but excluding the Province of Quebec.
|
||
Securities Exemptions
|
The offering will be made in accordance with the following prospectus registration exemptions:
|
||
(a) | the Accredited Investor exemption as defined by Regulation D promulgated under the 1933 Act; or | ||
(b) | the exemption afforded by Regulation S of the 1933 Act for offerings of securities in an offshore transaction to persons who are not U.S. persons; and | ||
(c) | the Accredited Investor exemption defined in Canadian National Instrument 45-106; or | ||
with the approval of the Issuer, such other exemptions as may be available pursuant to the securities laws of the Selling Jurisdictions.
|
|||
Closing Date
|
On or before June 30, 2014, or on such other date determined by the Issuer in its discretion.
|
Resale restrictions and legends
|
The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends:
For US purchasers:
“THE SECURITIES REPRESENTED HEREBY (and if a warrant, the legend shall include the following: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION T HAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER.”
For Non-U.S. purchasers:
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.
|
1.
|
DEFINITIONS
|
(a)
|
“
1933 Act
” means the United States Securities Act of 1933, as amended;
|
(b)
|
“
Applicable
Legislation
” means the Securities Legislation Applicable to the Issuer (as defined on page 8) and all legislation incorporated in the definition of this term in other parts of the Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions;
|
(c)
|
“
Closing
” means the completion of the sale and purchase of the Purchased Securities;
|
(d)
|
“
Closing Date
” means the date on which the Closing occurs, which shall be on or before June 30, 2014, or on such other date determined by the Issuer in its discretion;
|
(e)
|
“
Closing
Year
” means the calendar year in which the Closing takes place;
|
(f)
|
“
Commissions
” means the Commissions with Jurisdiction over the Issuer (as defined below) and the securities commissions incorporated in the definition of this term in other parts of the Subscription Agreement;
|
(g)
|
“
Final Closing
” means the last Closing under the Private Placement;
|
(h)
|
“
General Provisions
” means those portions of the Subscription Agreement headed “
General Provision
s” and contained on pages 5 to 10;
|
(i)
|
“
Private Placement
” means the offering of the Units on the terms and conditions of this Subscription Agreement;
|
(j)
|
“
Purchased Securities
” has the meaning assigned in the Terms;
|
(k)
|
“
Regulatory
Authorities
” means the Commissions;
|
(l)
|
“
Securities
” has the meaning assigned in the Terms;
|
(m)
|
“
Subscription
Agreement
” means the first (cover) page, the Terms on pages 3 to 4, the General Provisions and the other schedules and appendices incorporated by reference; and
|
(n)
|
“
Terms
” means those portions of the Subscription Agreement headed “Terms” and contained on pages 3 to 4.
|
(a)
|
the Securities have not been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
|
(b)
|
the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
|
(c)
|
the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
|
(d)
|
the decision to execute this Subscription Agreement and purchase the Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of information (the “
Issuer Information
”) which has been provided by the Issuer to the Purchaser. If the Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
|
(e)
|
the Purchaser and the Purchaser’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
|
(f)
|
the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser’s attorney and/or advisor(s);
|
(g)
|
by execution hereof the Purchaser has waived the need for the Issuer to communicate its acceptance of the purchase of the Units pursuant to this Subscription Agreement;
|
(h)
|
the Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Issuer from any loss or damage it may suffer as a result of the Purchaser’s failure to correctly complete this Subscription Agreement or the Questionnaire;
|
(i)
|
the Purchaser will indemnify and hold harmless the Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Issuer in connection therewith;
|
(j)
|
the issuance and sale of the Units to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer;
|
(k)
|
the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions and it is solely responsible (and the Issuer is in any way responsible) for compliance with applicable resale restrictions;
|
(l)
|
the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
|
(m)
|
neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
|
(n)
|
no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
|
(o)
|
there is no government or other insurance covering any of the Securities ; and
|
(p)
|
this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Issuer, and the Purchaser acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason..
|
(a)
|
the Purchaser is resident at the address indicated on page 2 hereof;
|
(b)
|
the Purchaser has received and carefully read this Subscription Agreement;
|
(c)
|
the Purchaser has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Purchaser;
|
(d)
|
the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Units for an indefinite period of time, and can afford the complete loss of such investment;
|
(e)
|
the Purchaser is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the investment;
|
(f)
|
the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Purchaser, or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
|
(g)
|
the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser;
|
(h)
|
the Purchaser has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Units and the Issuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
|
(i)
|
the Purchaser understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Purchaser shall promptly notify the Issuer;
|
(j)
|
all information contained in the Questionnaire is complete and accurate and may be relied upon by the Issuer, and the Purchaser will notify the Issuer immediately of any material change in any such information occurring prior to the Closing of the purchase of the Securities ;
|
(k)
|
the Purchaser is purchasing the Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Units, and the Purchaser has not subdivided his interest in the Units with any other person;
|
(l)
|
the Purchaser is not an underwriter of, or dealer in, the common shares of the Issuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities ;
|
(m)
|
the Purchaser has made an independent examination and investigation of an investment in the Units and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the Issuer will not be responsible in anyway whatsoever for the Purchaser’s decision to invest in the Units and the Issuer;
|
(n)
|
if the Purchaser is acquiring the Units as a fiduciary or agent for one or more investor accounts, the investor accounts for which the Purchaser acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined under Regulation D of the 1933 Act;
|
(o)
|
if the Purchaser is acquiring the Units as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
|
(p)
|
the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
|
(q)
|
no person has made to the Purchaser any written or oral representations:
|
(i)
|
that any person will resell or repurchase any of the Securities ;
|
(ii)
|
that any person will refund the purchase price of any of the Securities ;
|
(iii)
|
as to the future price or value of any of the Securities; or
|
(iv)
|
that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Issuer on any stock exchange or automated dealer quotation system.
|
_________ |
Category 1
|
An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000.
|
|
_________ |
Category 2
|
A natural person whose individual net worth, or joint net worth with that person’s spouse (excluding their primary residence), on the date of purchase exceeds US $1,000,000.
|
|
_________ |
Category 3
|
A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $360,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
|
|
_________ |
Category 4
|
A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934
(United States); an insurance Issuer as defined in Section 2(13) of the 1933 Act; an investment Issuer registered under the
Investment Issuer Act of 1940
(United States) or a business development Issuer as defined in Section 2(a)(48) of such Act; a Small Business Investment Issuer licensed by the U.S. Small Business Administration under Section 361(c) or (d) of the
Small Business Investment Act of 1958
(United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974
(United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance Issuer or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.
|
|
_________ |
Category 5
|
A private business development Issuer as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940
(United States).
|
|
_________ |
Category 6
|
A director or executive officer of the Issuer.
|
|
_________ |
Category 7
|
A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.
|
|
_________ |
Category 8
|
An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.
|
(a)
|
no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, the Securities;
|
(b)
|
the sale and delivery of the Securities is conditional upon such sale being exempt from the prospectus filing and registration requirements, and being exempt from the requirement to deliver an offering memorandum in connection with the distribution of the Securities under the applicable securities laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement;
|
(c)
|
none of the Securities have been or will be registered under the 1933 Act or the securities laws of any state and the Securities may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. Person or a person in the United States unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Securities ;
|
(d)
|
the Purchaser may not offer, sell or transfer the Securities within the United States or to, or for the account or benefit of, a U.S. Person, unless the Securities are registered under the 1933 Act and the securities laws of all applicable states or an exemption from such registration requirements is available;
|
(e)
|
the acquisition of the Securities has not been made through or as a result of any “general solicitation or general advertising” (as such terms are used in Rule 502(c) of Regulation D) the distribution of the Securities has not been accompanied by any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation;
|
(f)
|
the certificates evidencing the Securities will bear a legend, and the certificates evidencing the Warrant Shares may bear a legend, regarding restrictions on transfer as required pursuant to applicable Securities Laws, including applicable federal and state securities laws of the United States;
|
(g)
|
the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus or registration statement and to sell securities through a person or Issuer registered to sell securities under the securities laws or other applicable securities legislation and, as a consequence of acquiring Securities pursuant to this exemption, certain protections, rights and remedies provided by the securities laws or other applicable securities legislation including statutory rights of rescission or damages, will not be available to the Purchaser; and
|
(h)
|
no person has made to the Purchaser any written or oral representations:
|
(i)
|
that any person will resell or repurchase the Securities ;
|
(ii)
|
that any person will refund the purchase price of the Securities ; or
|
(iii)
|
as to the future price or value of any of the Securities .
|
(a)
|
it acknowledges that the Issuer has not filed a prospectus or registration statement with any of the securities regulators or any other securities commission or similar authority in connection with the distribution of the Securities and that:
|
(i)
|
the Purchaser is restricted from using most of the civil remedies available under the applicable securities laws;
|
(ii)
|
the Purchaser may not receive information that would otherwise be required to be provided to him under the applicable securities laws;
|
(iii)
|
the Purchaser is relieved from certain obligations that it would otherwise be required to give if it provided a prospectus or registration statement under the applicable securities laws; and
|
(iv)
|
the issuance and sale of the Securities to the Purchaser is subject to the sale being exempt from the prospectus and registration requirements of the applicable securities laws.
|
(b)
|
the Purchaser further acknowledges that:
|
(i)
|
no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
|
(ii)
|
there is no government or other insurance covering the Securities ;
|
(iii)
|
there are risks associated with the purchase of the Securities ; and
|
(iv)
|
there are restrictions on the Purchaser’s (or beneficial purchaser’s, if applicable) ability to re-sell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities;
|
(c)
|
if required by applicable Securities Laws, and any other applicable law the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issuance of the Securities as may be required.
|
(d)
|
The Purchaser understands that the Securities are restricted securities (as defined in Rule 144 under the 1933 Act) and agrees that if it decides to offer, sell or otherwise transfer the Securities, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:
|
|
(i)
|
the transfer is to the Issuer;
|
|
(ii)
|
The transfer is outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act (“
Regulation S
”) and in compliance with applicable local laws and regulations of the jurisdiction(s) in which such sale is made;
|
|
(iii)
|
the transfer is made pursuant to the exemption from t he registration requirements under the 1933 Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or
|
|
(iv)
|
the Securities are transferred in a transaction that does not require registration under the 1933 Act or any applicable state securities laws, and the Purchaser has prior to such sale furnished to the Issuer an opinion of counsel of recognized standing or other evidence of exemption, in either case reasonably satisfactory to the Issuer; and
|
(e)
|
the Purchaser understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state securities laws and regulations, the certificates representing the Securities, and all securities issued in exchange therefore or in substitution thereof, will bear a legend in substantially the following form:
|
If a Corporation, Partnership or Other Entity:
|
If an Individual:
|
__________________________
Print of Type Name of Entity
__________________________
Signature of Authorized Signatory
__________________________
Type of Entity
|
__________________________
Signature
__________________________
Print or Type Name
__________________________
Social Security/Tax I.D. No.
|
[ ]
|
(a) |
a Canadian financial institution, or a Schedule III bank;
|
[ ]
|
(b)
|
the Business Development Bank of Canada incorporated under the
Business Development Bank of Canada Act
;
|
[ ]
|
(c)
|
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
|
[ ]
|
(d)
|
a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the
Securities Act
(Ontario), or the
Securities Act
(Newfoundland and Labrador);
|
[ ]
|
(e)
|
an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
|
[ ]
|
(f)
|
the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
|
[ ]
|
(g)
|
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
|
[ ]
|
(h)
|
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
|
[ ]
|
(i)
|
a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
|
[ ]
|
(j)
|
an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds Cdn$1,000,000;
|
[ ]
|
(k)
|
an individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
|
[ ]
|
(l)
|
an individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000;
|
[ ]
|
(m)
|
a person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently prepared financial statements;
|
[ ]
|
(n) |
an investment fund that distributes or has distributed its securities only to:
|
|
(i) | a person that is or was an accredited investor at the time of the distribution; | ||
(ii) | a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of NI 45-106, or | ||
(iii) |
a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106;
|
||
[ ]
|
(o) |
an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt;
|
|
[ ]
|
(p) |
a trust Issuer or trust corporation registered or authorized to carry on business under the
Trust and Loan Companies Act
(Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust Issuer or trust corporation, as the case may be;
|
|
[ ]
|
(q) |
a person acting on behalf of a fully managed account managed by that person, if that person:
|
|
(i) | is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and | ||
(ii) |
in Ontario, is purchasing a security that is not a security of an investment fund;
|
||
[ ]
|
(r) |
a registered charity under the
Income Tax Act
(Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
|
|
[ ]
|
(s) |
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
|
|
[ ]
|
(t) |
a person in respect of which all of the owner of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
|
|
[ ]
|
(u) |
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or
|
|
[ ]
|
(v) |
a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as:
|
(i)
|
an accredited investor; or | ||
(ii) | an exempt purchaser in Alberta or British Columbia after NI 45-106 comes into force. |
|
(a)
|
an association governed by the
Cooperative Credit Associations Act
(Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or
|
|
(b)
|
a bank, loan corporation, trust Issuer, trust corporation, insurance Issuer, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
|
|
(a)
|
cash,
|
|
(b)
|
securities, or
|
|
(c)
|
a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
|
|
(a)
|
an individual,
|
|
(b)
|
a corporation,
|
|
(c)
|
a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
|
|
(d)
|
an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;
|
|
(a)
|
liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
|
|
(b)
|
liabilities that are secured by financial assets;
|
|
(a)
|
is married to another individual and is not living separate and apart within the meaning of the
Divorce Act
(Canada), from the other individual, or
|
|
(b)
|
is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or
|
|
(c)
|
in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the
Adult Interdependent Relationships Act
(Alberta);
|
|
1.
|
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Subscription Agreement and the Purchaser is able to bear the economic risk of loss arising from such transactions;
|
|
2.
|
is
(tick one or more of the following boxes)
:
|
(A)
|
a director, executive officer, employee or control person of the Issuer or an affiliate of the Issuer
|
[ ] |
(B)
|
a spouse, parent, grandparent, brother, sister or child of a director, executive officer, founder or control person of the Issuer or an affiliate of the Issuer
|
[ ] |
(C)
|
a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the Issuer or an affiliate of the Issuer
|
[ ] |
(D)
|
a close personal friend of a director, executive officer, founder or control person of the Issuer
|
[ ] |
(E)
|
a close business associate of a director, executive officer, founder or control person of the Issuer or an affiliate of the Issuer
|
[ ] |
(F)
|
an accredited investor
|
[ ] |
(G)
|
a company, partnership or other entity of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs A to F
|
[ ] |
(H)
|
a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs A to F
|
[ ] |
(I)
|
purchasing as principal Securities with an aggregate acquisition cost of not less than CDN$150,000
|
[ ] |
|
3.
|
if the Purchaser or the Disclosed Principal, as applicable, has checked box B, C, D, E, G or H in Section 2 above, the director, executive officer, founder or control person of the Issuer with whom the undersigned has the relationship is:
|
|
4.
|
if the Purchaser or the Disclosed Principal, as applicable, is resident in Ontario, the Purchaser or the Disclosed Principal, as applicable, is
(tick one or more of the following boxes)
:
|
(A)
|
a founder of the Issuer
|
[ ] |
(B)
|
an affiliate of a founder of the Issuer
|
[ ] |
(C)
|
a spouse, parent, brother, sister, grandparent or child of a director, executive officer or founder of the Issuer
|
[ ] |
(D)
|
a person that is a control person of the Issuer
|
[ ] |
(E)
|
an accredited investor
|
[ ] |
(F)
|
purchasing as principal Securities with an aggregate acquisition cost of not less than CDN$150,000
|
[ ] |
|
5.
|
if the Purchaser or the Disclosed Principal, as applicable, has checked box A, B, C or D in Section 4 above, the director, executive officer, founder or control person of the Issuer with whom the undersigned has the relationship is:
|
|
6.
|
if the Purchaser or the Disclosed Principal, as applicable, has ticked box F in Section 2 or box E in Section 4 above, the Purchaser or the Disclosed Principal, as applicable, satisfies one or more of the categories of “accredited investor” (as that term is defined in NI 45-106) indicated in Category 1: Accredited Investor above.
|
If a corporation, partnership or other entity: | If an individual: | |
Print Name of Purchaser/Disclosed Principal | Print Name of Purchaser/Disclosed Principal | |
Signature of Authorized Signatory | Signature | |
Name and Position of Authorized Signatory | Representative Capacity, if applicable | |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Ajay Hans |
|
Ajay Hans
|
|
Director
|
|
(Principal Executive Officer)
|
|
Mobetize Corp.
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Chris Convey
|
|
Chris Convey
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
Mobetize Corp.
|
(1)
|
the Annual Report on Form 10-K of Mobetize Corp. for the year ended March 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mobetize Corp.
|
Dated: June 27, 2014
|
||||
/s/ Ajay Hans
|
||||
Ajay Hans
|
||||
Director
|
||||
(Principal Executive Officer)
|
||||
Mobetize Corp.
|
(1)
|
the Annual Report on Form 10-K of Mobetize Corp. for the year ended March 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mobetize Corp.
|
Dated: June 27, 2014
|
||||
/s/ Chris Convey
|
||||
Chris Convey
|
||||
(Principal Financial Officer and Principal Accounting Officer)
|
||||
Mobetize Corp.
|