UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

MOBETIZE CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State of incorporation or organization)

(IRS Employer Identification No.)

8105 Birch Bay Square Street, Suite 205,

98230

Blaine, Washington

(Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which

to be so registered

each class is to be registered

NONE

NONE

If   this   form   relates   to   the   registration   of   a   class   of   securities   pursuant   to   Section   12(b)   of   the   Exchange

Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. [  ]

If   this   form   relates   to   the   registration   of   a   class   of   securities   pursuant   to   Section   12(g)   of   the   Exchange

Act and is effective pursuant to General Instruction A.(d), or (e) check the following box. [ X ]

If   this   form   relates   to   the   registration   of   a   class   of   securities   concurrently   with   a   Regulation   A   offering,

check the following box. [  ]

Securities   Act   registration   statement   or   Regulation   A   offering   statement   file   number   to   which   this   form

relates: N/A (if applicable) .

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK PAR VALUE $0.001

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

A description of the common stock to be registered by the Registrant is contained in the sections entitled

“Description of Securities” in the prospectus filed by the Registrant with the Securities and Exchange

Commission (“Commission”) on August 13, 2012, pursuant to Rule 424(b) under the Securities Act of

1933, as amended, which prospectus constitutes a part of the Registrant’s Registration Statement on Form

S-1, as amended (No. 333-181747), which was initially filed with the Commission on May 30, 2012, and

was declared effective by the Commission on August 24, 2012. Such prospectus, in the form in which it is

so filed, is incorporated herein by reference. The summary descriptions of the common stock do not

purport to be complete and are qualified in their entirety by reference to the exhibits, which are hereby

incorporated herein and may be amended from time to time.

Item 2. Exhibits.

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the

documents specified which have been filed with the Commission.

Exhibit

No.

Description

1

Articles   of   Incorporation   (incorporated   by   reference   to   the   Registrant’s   Form   S-1   filed   with

the Commission on May 30, 2012).

2

Certificate   of   Amendment   to   the   Articles   of   Incorporation   (incorporated   by   reference   to   the

Form 8-K filed with the Commission on August 15, 2013).

3

Certificate   of   Designation   of   Series   A   Preferred   (incorporated   by   reference   to   the   Form   8-K

filed with the Commission on February 11, 2016).

4

Certificate   of   Amended   Designation   of   Series   A   Preferred   (incorporated   by   reference   to   the

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

5

Certificate   of   Designation   of   Series   B   Preferred   (incorporated   by   reference   to   the   Form   8-K

filed with the Commission on June 3, 2016).

6

Certificate   of   Amended   Designation   of   Series   B   Preferred   (incorporated   by   reference   to   the

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

7

Bylaws   (incorporated   by   reference   to   the   Registrant’s   Form   S-1   filed   with   the   Commission

on May 30, 2012).

8

Amended   Bylaws   (incorporated   by reference   to   the   Form   8-K   filed   with   the   Commission   on

February 11, 2016).

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has

duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly

authorized.

Mobetize Corp.

By:      /s/ Ajay Hans

Name: Ajay Hans

Title:  President and Chief Executive Officer

Date: September 2, 2016

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