PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
As
used herein, the terms “Mobetize,” “we,” “our,” and “us” refer to Mobetize Corp.,
a Nevada corporation, and its predecessors and subsidiaries, unless otherwise indicated. In the opinion of management, the accompanying
unaudited, consolidated financial statements included in this Form 10-Q reflect all adjustments necessary for a fair presentation
of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
MOBETIZE
CORP.
Condensed
Consolidated Balance Sheets
(Expressed
in US dollars)
(Unaudited)
|
|
As
at
|
|
|
JUNE
30,
|
|
MARCH
31,
|
|
|
2018
|
|
2018
|
ASSETS
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
50,196
|
|
|
$
|
11,542
|
|
Accounts
receivable
|
|
|
66,715
|
|
|
|
40,619
|
|
Prepaid
expenses and deposits
|
|
|
26,374
|
|
|
|
22,070
|
|
Total
Current Assets
|
|
|
143,285
|
|
|
|
74,231
|
|
Equipment,
net (Note 4)
|
|
|
3,773
|
|
|
|
4,655
|
|
Investment
in joint venture (Note 3)
|
|
|
67,436
|
|
|
|
75,227
|
|
TOTAL
ASSETS
|
|
$
|
214,494
|
|
|
$
|
154,113
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
290,309
|
|
|
$
|
316,593
|
|
Accounts
payable and accrued liabilities - related party (Note 6)
|
|
|
593,577
|
|
|
|
547,509
|
|
Deposits
due to customers
|
|
|
8,585
|
|
|
|
8,740
|
|
Promissory
note (Note 5)
|
|
|
25,000
|
|
|
|
—
|
|
Promissory
note – related party (Note 6)
|
|
|
473,684
|
|
|
|
294,400
|
|
TOTAL
LIABILITIES
|
|
$
|
1,391,155
|
|
|
$
|
1,167,242
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
DEFICIENCY
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 Par Value: 250,000,000 authorized and 234,541 common shares issued and outstanding (Note 7)
|
|
$
|
235
|
|
|
$
|
235
|
|
Preferred
stock, $0.001 Par Value: 75,000,000 authorized
|
|
|
|
|
|
|
|
|
Preferred
stock – Series A, $0.001 Par Value: 10,000,000 authorized and 0 shares issued and outstanding (Note 7)
|
|
|
—
|
|
|
|
4,565
|
|
Preferred
stock – Series B, $0.001 Par Value: 25,000,000 authorized and 18,847,976 (March 31, 2018 - 14,282,976) shares
issued
and outstanding (Note 7)
|
|
|
18,848
|
|
|
|
14,283
|
|
Warrants
reserve
|
|
|
676,964
|
|
|
|
676,964
|
|
Options
reserve
|
|
|
1,002,848
|
|
|
|
999,733
|
|
Additional
paid-in capital
|
|
|
6,228,999
|
|
|
|
6,228,999
|
|
Accumulated
other comprehensive loss
|
|
|
(14,226
|
)
|
|
|
-15,007
|
|
Accumulated
deficit
|
|
|
(9,090,328
|
)
|
|
|
-8,922,901
|
|
Total
Stockholders' Deficiency
|
|
|
(1,176,660
|
)
|
|
|
-1,013,129
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
|
$
|
214,495
|
|
|
$
|
154,113
|
|
The
accompanying notes are an integral part of these condensed consolidated financial statements.
MOBETIZE
CORP.
Condensed
Consolidated Statements of Loss and Comprehensive Loss
(Expressed
in US dollars)
(Unaudited)
|
|
THREE
MONTHS ENDED
|
|
|
JUNE
30,
|
|
|
2018
|
|
2017
|
OPERATING
REVENUES
|
|
|
|
|
|
|
|
|
Revenues
(Note 10)
|
|
$
|
88,756
|
|
|
$
|
115,730
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
Depreciation
(Note 4)
|
|
|
803
|
|
|
|
771
|
|
General
and administrative
|
|
|
91,306
|
|
|
|
112,532
|
|
General
and administrative – related party (Note 6)
|
|
|
19,066
|
|
|
|
9,741
|
|
Investor
relations and promotion – related party (Note 6)
|
|
|
10,000
|
|
|
|
17,078
|
|
Consulting
fees
|
|
|
7,250
|
|
|
|
6,480
|
|
Management
fees – related party (Note 6)
|
|
|
37,284
|
|
|
|
47,371
|
|
Professional
fees
|
|
|
21,669
|
|
|
|
136,729
|
|
Research
and development
|
|
|
34,475
|
|
|
|
127,440
|
|
Research
and development - related party (Note 6)
|
|
|
26,539
|
|
|
|
32,374
|
|
Total
Operating Expenses
|
|
|
248,392
|
|
|
|
490,516
|
|
LOSS
BEFORE OTHER ITEMS
|
|
|
(159,636
|
)
|
|
|
(374,786
|
)
|
|
|
|
|
|
|
|
|
|
OTHER
ITEMS
|
|
|
|
|
|
|
|
|
Loss
on joint venture (Note 3)
|
|
|
(7,791
|
)
|
|
|
(2,740
|
)
|
Loss
on settlement of accounts payable
|
|
|
—
|
|
|
|
(14,676
|
)
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(167,427
|
)
|
|
$
|
(392,202
|
)
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER SHARE
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.82
|
)
|
|
$
|
(1.67
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
203,900
|
|
|
|
234,514
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
LOSS
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(167,427
|
)
|
|
$
|
(392,202
|
)
|
Other
comprehensive loss:
|
|
|
|
|
|
|
|
|
Cumulative
translation adjustment
|
|
|
781
|
|
|
|
(5,873
|
)
|
Comprehensive
loss
|
|
$
|
(166,646
|
)
|
|
$
|
(398,075
|
)
|
The
accompanying notes are an integral part of these condensed consolidated financial statements.
MOBETIZE
CORP.
Condensed
Consolidated Statements of Cash Flows
(Expressed
in US dollars)
(Unaudited)
|
|
THREE
MONTHS ENDED
|
|
|
JUNE
30,
|
|
|
2018
|
|
2017
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(167,427
|
)
|
|
$
|
(392,202
|
)
|
Items
not affecting cash:
|
|
|
|
|
|
|
|
|
Amortization
of intangible asset – research and development
|
|
|
—
|
|
|
|
10,103
|
|
Depreciation
|
|
|
803
|
|
|
|
771
|
|
Interest
accrued on accounts payable – related party
|
|
|
3,858
|
|
|
|
1,053
|
|
Loss
on joint venture
|
|
|
7,791
|
|
|
|
2,740
|
|
Loss
on settlement of accounts payable
|
|
|
—
|
|
|
|
14,676
|
|
Stock-based
compensation (Note 9)
|
|
|
3,115
|
|
|
|
19,480
|
|
Changes
in non-cash working capital:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(26,096
|
)
|
|
|
13,623
|
|
Prepaid
expenses and deposits
|
|
|
(4,304
|
)
|
|
|
(38,559
|
)
|
Prepaid
expenses and deposits – related party
|
|
|
—
|
|
|
|
6,909
|
|
Accounts
payable and accrued liabilities
|
|
|
(148,323
|
)
|
|
|
8,266
|
|
Accounts
payable and accrued liabilities - related party
|
|
|
164,248
|
|
|
|
10,001
|
|
Net
cash used in operating activities
|
|
|
(166,335
|
)
|
|
|
(343,139
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITES
|
|
|
|
|
|
|
|
|
Proceeds
from Promissory Note
|
|
|
25,000
|
|
|
|
—
|
|
Proceeds
from Promissory Note-related party
|
|
|
178,024
|
|
|
|
—
|
|
Net
cash provided by financing activities
|
|
|
203,024
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
|
|
1,965
|
|
|
|
(5,580
|
)
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
38,654
|
|
|
|
(348,719
|
)
|
CASH
- BEGINNING OF PERIOD
|
|
|
11,542
|
|
|
|
535,438
|
|
CASH
- END OF PERIOD
|
|
$
|
50,196
|
|
|
$
|
186,719
|
|
|
|
|
|
|
|
|
|
|
NON-CASH
INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Shares
issued upon conversion of convertible debentures
|
|
$
|
—
|
|
|
$
|
40,000
|
|
Shares
issued to settle accounts payable
|
|
$
|
—
|
|
|
$
|
34,568
|
|
Transfer
from intangible asset to investment in joint venture
|
|
$
|
—
|
|
|
$
|
101,541
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES:
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
—
|
|
|
$
|
—
|
|
Income
taxes paid
|
|
$
|
—
|
|
|
$
|
—
|
|
The
accompanying notes are an integral part of these condensed consolidated financial statements.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
1.
Nature of Operations and Continuance of Business
Mobetize
Corp. (the “Company”) was incorporated in the state of Nevada on February 23, 2012, as Slavia, Corp. On August 13,
2013, its name changed to “Mobetize Corp.” The Company provides FinTech solutions and services to enable and support
the convergence of global telecom and financial services providers (“Customers”) through its Global Mobile B2B FinTech
and Financial Services Marketplace. The Company’s activities are subject to significant risks and uncertainties, including
the need to secure additional funding to optimize the Company’s existing technology.
On
July 11, 2017, the Company completed a consolidation of the issued and outstanding common shares on a one for one hundred (1/100)
basis and a decrease in the number of its authorized common and preferred shares. All share and per share amounts have been retroactively
restated to reflect the share consolidation.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to
realize assets and discharge liabilities in the normal course of business. As of June 30, 2018, the Company has an accumulated
deficit of $9,090,328, a history of net losses and a working capital deficiency of $1,247,870. 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 continuing financial support from management, increasing sales, securing debt or equity financing, cutting operating
costs, launching viable products, and realizing profitable operations. These consolidated 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.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
2.
Basis of presentation
The
accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (“SEC”). The interim condensed consolidated financial statements
include the consolidated accounts of the Company and its wholly-owned subsidiaries with all significant intercompany transactions
eliminated. In the opinion of management, all adjustments necessary for a fair statement of the consolidated financial position,
results of operations and cash flows for the interim periods have been made. Certain information and footnote disclosures normally
included in the consolidated financial statements prepared in accordance with generally accepted accounting principles of the
United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. These
interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
for the year ended March 31, 2018 and with our Annual Report on Form 10-K filed with the SEC on July 31, 2018. Operating results
for the three-month period ended June 30, 2018 may not necessarily be indicative of the results for the year ending March 31,
2018.
These
unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries,
Mobetize Canada Inc., and Mobetize USA Inc.
All significant intercompany accounts
and transactions have been eliminated on consolidation.
Use
of estimates
The
preparation of consolidated 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 consolidated 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, revenue recognition,
useful life of long-lived assets, fair value of stock-based compensation, embedded derivative liabilities and beneficial conversion
features of convertible debentures, fair values of shares issued for non-cash consideration, 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.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
2.
Basis of presentation- Continued
Fair
value of financial assets and liabilities
The
Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes
a framework for measuring fair value, and expands disclosures about fair value measurements.
The
Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables
or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value
on their initial recognition, except for those arising from certain related party transactions which are accounted for at the
transferor’s carrying amount or exchange amount.
Financial
assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.
Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified
as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified
as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income
until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.
Financial
instruments, including accounts receivable, accounts payable and accrued liabilities, accounts payable and accrued liabilities
– related party, promissory note and promissory note – related party are carried at amortized cost, which management
believes approximates fair value due to the short-term nature of these instruments.
The
following table presents information about the assets that are measured at fair value on a recurring basis as at June 30, 2018
and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general,
fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values
determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair
values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there
is little, if any, market activity for the asset:
|
|
|
|
|
Quoted
Prices
|
|
|
Significant
Other
|
|
|
Significant
|
|
|
|
June
30,
|
|
|
in
Active Markets
|
|
|
Observable
Inputs
|
|
|
Unobservable
Inputs
|
|
|
|
2018
|
|
|
(Level
1
)
|
|
|
(Level
2
)
|
|
|
(Level
3
)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
50,196
|
|
$
|
50,196
|
|
$
|
—
|
|
$
|
—
|
|
Total
|
$
|
50,196
|
|
$
|
50,196
|
|
$
|
—
|
|
$
|
—
|
|
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
2.
Basis of presentation- Continued
Recent
Accounting Pronouncements
In
February 2016, Financial Accounting Standards Board (FASB) issued Topic 842,
Leases
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 adoption of this standard is not expected to have a significant impact on the Company’s results of operations, financial
condition, cash flows, and financial statement disclosures.
In
November 2016, the FASB issued Accounting Standards Updates (ASU) 2016-18, requiring that restricted cash and restricted cash
equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of- period total cash
amounts shown on the statement of cash flows. Consequently, any transfers between cash and restricted cash are not presented as
a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were effective
for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.
The adoption of ASU 2016-18 has had only a limited impact on the presentation of the statement of cash flows.
In
June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected
credit losses. The standard will become effective for the Company beginning January 1, 2020. The Company is assessing the impact
adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial
statement disclosures.
In
July 2017, the FASB issued ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability
or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years
beginning after December 15, 2018, and interim periods within those fiscal years. The Company is assessing the impact adoption
of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement
disclosures.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
3. Joint
Venture
On
January 12, 2017, the Company entered into a Gateway License Agreement and Joint Venture Agreement (“Joint Venture”)
with CPT Secure, Inc. (“CPT”), a company controlled by a shareholder of the Company, to further develop certain payment
processing technology (“CPT IP”) on a 50/50 basis. The Company issued 500,000 Series B Preferred Shares with a fair
value of $125,000 to CPT for a license to use the CPT IP. The license has a term of two years that can be automatically renewed
for successive two-year periods unless either party elects not to renew 60 days prior to expiration. The license fee of $125,000
is being amortized over the initial term of the license. During the three months ended June 30, 2018, the Company recognized amortization
of $10,103 prior to the transfer of the license, which amount has been included in research and development expense.
On
May 29, 2017, the Company and CPT incorporated a joint venture company, MPAY Gateway Services Inc. (“MPAY”). The Company
subsequently transferred the remaining carrying value of the license in the amount of $101,541 to MPAY, which has been presented
on the balance sheet as an investment in joint venture. During the three months ended June 30, 2018, the Company recognized a
loss on joint venture of $7,791 (2017 - $2,740), representing the Company’s 50% interest in the loss of MPAY.
4. Equipment
Equipment,
net consisted of the following:
|
|
June
30, 2018
|
|
March
31, 2018
|
Computer
equipment
|
|
$
|
14,856
|
|
|
$
|
14,884
|
|
Furniture
|
|
|
1,209
|
|
|
|
1,211
|
|
Total
|
|
|
16,065
|
|
|
|
16,095
|
|
Less:
accumulated amortization
|
|
|
12,292
|
|
|
|
11,440
|
|
Equipment,
net
|
|
$
|
3,773
|
|
|
$
|
4,655
|
|
During
the three months ended June 30, 2018, equipment cost decreased by $30, and accumulated amortization increased by $49 as a result
of foreign currency translation adjustments.
5.
Promissory Notes
On
June 26, 2018, the Company issued an unsecured Promissory Note to one of its shareholders in the amount of $25,000, which bears
interest at 12% per annum that matures on June 25, 2019.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
6.
Related Party Transactions
|
|
Three
months ended June 30,
|
Transactions
with related parties
|
|
2018
|
|
2017
|
(a)
Transactions incurred with the CEO or companies controlled by CEO:
|
|
|
|
|
|
|
|
|
Management
fees
|
|
$
|
31,169
|
|
|
$
|
30,517
|
|
Management
fees – Stock-based compensation
|
|
|
—
|
|
|
|
613
|
|
Research
and development
|
|
|
26,539
|
|
|
|
32,374
|
|
General
and administrative
|
|
|
9,839
|
|
|
|
5,224
|
|
|
|
$
|
67,547
|
|
|
$
|
68,728
|
|
(b)
Transactions incurred with the Chairman of the Company
|
|
|
|
|
|
|
|
|
Management
fees
(1)
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
Management
fees – Stock-based compensation
|
|
|
2,225
|
|
|
|
9,458
|
|
|
|
$
|
5,225
|
|
|
$
|
12,458
|
|
(c) Transactions
incurred with a Director of the Company
|
|
|
|
|
|
|
|
|
Management
fees – Stock-based compensation
|
|
$
|
890
|
|
|
$
|
3,783
|
|
General
and administrative – Interest on convertible promissory note
|
|
|
—
|
|
|
|
4,517
|
|
General
and administrative – Interest on promissory note
|
|
|
9,227
|
|
|
|
|
|
|
|
$
|
10,117
|
|
|
$
|
8,300
|
|
(d)
Transactions incurred with a shareholder of the Company
|
|
|
|
|
|
|
|
|
Investor
relations and promotion
|
|
$
|
10,000
|
|
|
$
|
17,078
|
|
|
|
$
|
10,000
|
|
|
$
|
17,078
|
|
Related
party balances, as at
|
|
|
June
30,
2018
|
|
|
|
March
31, 2018
|
|
(e)
Amounts owed to companies controlled by the CEO:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
464,270
|
|
|
|
421,351
|
|
Promissory
note – June 2, 2017
(2)
|
|
|
25,000
|
|
|
|
25,000
|
|
Promissory
note –July 11, 2017
(3)
|
|
|
19,012
|
|
|
|
19,400
|
|
Promissory
note – April 10, 2018
(4)
|
|
|
39,672
|
|
|
|
—
|
|
Promissory
note – May 29, 2018
(5)
|
|
|
5,000
|
|
|
|
—
|
|
Promissory
note – June 21, 2018
(6)
|
|
|
10,000
|
|
|
|
—
|
|
|
|
$
|
562,954
|
|
|
$
|
465,751
|
|
(f)
Amounts owed to the Chairman of the Company
|
|
$
|
12,000
|
|
|
$
|
9,000
|
|
|
|
|
|
|
|
|
|
|
(g) Amounts
owed to a Director of the Company
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
7,977
|
|
|
$
|
8,622
|
|
Promissory
note – September 17, 2017
(7)
|
|
|
100,000
|
|
|
|
100,000
|
|
Promissory
note – November 7, 2017
(7)
|
|
|
50,000
|
|
|
|
50,000
|
|
Promissory
note – December 5, 2017
(7)
|
|
|
100,000
|
|
|
|
100,000
|
|
Promissory
note – April 11, 2018
(7)
|
|
|
50,000
|
|
|
|
—
|
|
Promissory
note – May 29, 2018
(8)
|
|
|
25,000
|
|
|
|
—
|
|
Promissory
note – June 21, 2018
(9)
|
|
|
25,000
|
|
|
|
—
|
|
Promissory
note – June 26, 2018
(10)
|
|
|
25,000
|
|
|
|
—
|
|
|
|
$
|
382,977
|
|
|
$
|
258,622
|
|
(h)
Amounts owed to a shareholder of the Company
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
109,330
|
|
|
$
|
88,001
|
|
|
(1)
|
On
July 1, 2016, the Company entered into an agreement with the Company’s Chairman
whereby he would provide services to the Company at a monthly rate of $1,000 for a period
of two years ending on June 30, 2018. Effective April 1, 2017, the Chairman agreed to
waive the accrued fees.
|
|
(2)
|
The
unsecured promissory note maturing on June 2, 2017, was issued with a twelve-month term,
comprises $25,000 principal, and bears interest at 12% per annum. The principal balance
included prepaid interest of $3,000. The amount due is currently in default and an extension
of the term is expected to be renegotiated.
|
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
6.
Related Party Transactions – Continued
|
(3)
|
The
unsecured promissory note maturing on July 11, 2017, was issued with a twelve-month term,
comprises $19,400 (CAD $25,000) principal, and bears interest at 12% per annum. The principal
balance included prepaid interest of $2,328 (CAD $3,000). The amount due is currently
in default and an extension of the term is expected to be renegotiated.
|
|
(4)
|
The
unsecured promissory note maturing on April 9, 2019, was issued with a twelve-month term,
comprises $38,024 (50,000 CAD) principal, and bears interest at 12% per annum.
|
|
(5)
|
The
unsecured promissory note maturing on May 28, 2019, was issued with a twelve-month term,
comprises $5,000 principal, and bears interest at 12% per annum.
|
|
(6)
|
The
unsecured promissory note maturing on June 20, 2019, was issued with a twelve-month term,
comprises $10,000 principal, and bears interest at 12% per annum.
|
|
(7)
|
The
unsecured promissory notes dated September 17, 2017, November 7, 2017, December 5, 2017,
and April 11, 2018, respectively were consolidated by agreement on April 11, 2018, in
a new note in the amount of $300,000 that retires and replaces the aforesaid prior notes.
The unsecured promissory note matures on April 10,2019, and bears interest at 12% per
annum.
|
|
(8)
|
The
unsecured promissory note maturing on May 28, 2019, was issued with a twelve-month term
comprises $25,000 in principal and bears 12% per annum.
|
|
(9)
|
The
unsecured promissory note maturing on June 20, 2019, was issued with a twelve-month term
comprises $25,000 in principal and bears 12% per annum.
|
|
(10)
|
The
unsecured promissory note maturing on June 25, 2019, was issued with a twelve-month term
comprises $25,000 in principal and bears 12% per annum.
|
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
7.
Common Stock and Preferred Stock
a)
Issuance of Common Stock:
•
|
|
On
July 11, 2017, the Company completed a consolidation of the issued and outstanding common
shares on a one for one hundred (1/100) basis, and amended the Company’s Articles
of Incorporation to decrease the number of authorized shares of common stock from 525,000,000
shares with a par value $0.001 per share to 250,000,000 shares with a par value of $0.001
per share. All share and per share amounts have been retroactively restated to reflect
the share consolidation.
|
b)
Authorization and Issuance of Series A Preferred Shares:
•
|
|
The
Company is authorized to issue 250,000,000 shares of preferred stock with a par value
of $0.001 per share and has designated 10,000,000 of the preferred stock as Series A
Preferred Shares (“Series A Preferred Shares”). The Series A Preferred Shares
have the same rights and privileges as the common stock, with the exception that the
Series A Preferred Share holder has 10 votes per Series A Preferred Share versus one
vote per share of common stock and does not have the right to sell the shares for a period
of two years from the date of issue.
|
•
|
|
Effective
April 7, 2017, the Company amended its Articles of Incorporation to decrease the number
of authorized preferred shares from 250,000,000 shares with a par value of $0.001 per
share to 75,000,000 with a par value of $0.001 per share. There were no changes in the
number of designated or outstanding Series A Preferred Shares or Series B Preferred Shares.
|
•
|
|
On
June 4, 2018, the Company’s Chief Executive Officer and Chief Financial officer,
the sole holder of shares of Series A Preferred Stock, elected to convert all 4,565,000
outstanding shares of Series A Preferred Stock to Series B Preferred Stock, in accordance
with the terms and conditions of the Second Amended Certificate of Designation.
|
c)
Authorization and Issuance of Series B Preferred Shares:
•
|
|
During
the year ended March 31, 2017, the Company designated 25,000,000 shares of the authorized
preferred stock as Series B Preferred Shares (“Series B Preferred Shares”).
The Series B Preferred Shares have the same rights and privileges as the common stock,
with the exception that the Series B Preferred Shares have an anti-dilution provision
and had a restriction on any Series B Preferred shareholder electing to convert Series
B Preferred Shares into shares of common stock for a period of two years from the date
of designation. The time restriction has since passed so all Series B Preferred shareholders
can convert their Series B Preferred Shares at any time into shares of common stock.
|
•
|
|
On
June 4, 2018, the number of Series B Preferred Shares increased by 4,565,000 on conversion
of 4,565,000 Series A Preferred Shares into Series B Preferred Shares. The Series A Preferred
Shares used in the conversion were concurrently cancelled.
|
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
8.
Share Purchase Warrants
The
following table summarizes the continuity of share purchase warrants:
|
Number
of warrants
|
Weighted
average exercise price
$
|
Balance,
March 31, 2018
|
|
26,364
|
|
|
60
|
|
Expired
|
|
(6,944
|
)
|
|
100
|
|
Balance,
June 30, 2018
|
|
19,420
|
|
|
105
|
|
As
at June 30, 2018, the following share purchase warrants were outstanding:
Number
of warrants outstanding
|
Exercise
price
$
|
Expiry
date
|
|
3,866
|
|
|
125
|
|
December
10, 2018
|
|
15,554
|
|
|
100
|
|
September
1, 2018
|
|
19,420
|
|
|
|
|
|
9. Stock
Options
The
Company has adopted a Stock Option Plan (“Stock Option Plan”) which permits the Company to issue stock options for
up to 30,000 (post consolidation) common shares of the Company to directors, officers, employees and consultants of the Company
with a maximum term of 5 years, exercise prices equal to the minimum fair market value per common share on the date of grant,
and a vesting schedule determined by the Board of Directors at the time of granting the options.
The
following table summarizes the continuity of stock options:
|
Number
of stock options
|
Weighted
average exercise price
$
|
Balance
outstanding, March 31, 2018, and June 30, 2018
|
|
20,200
|
|
|
60
|
|
Exercisable,
June 30, 2018
|
|
19,765
|
|
|
60
|
|
As
at June 30, 2018, the following share purchase options were outstanding:
Number
of options outstanding
|
Number
of options vested
|
Exercise
price
$
|
Expiry
date
|
|
20,200
|
|
|
19,675
|
|
|
60
|
|
September
30, 2020
|
During
the period ended June 30, 2018, $3,115 (2017–$19,480) in stock-based compensation expense was recorded and allocated amongst
general and administrative, consulting fees, management fees, and research and development expenses. The intrinsic value of the
options was $nil at June 30, 2018, and March 31, 2018.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
10. Concentration
of Risk
Revenues
are currently generated through licensing, professional services, and payment processing provided to our existing customers. During
the three months ended June 30, 2018, the Company had revenues from five customers (2017 – five customers) with 57.4% (2017
– 55%) of revenues generated from the Company’s largest customer. At June 30, 2018, the Company’s accounts receivable
is concentrated and due from three customers (March 31, 2018 – four customers) with 43% (March 31, 2018 – 43%) of
accounts receivable due from the Company’s largest customer.
11. Commitments
and Contingencies
a)
|
|
The
Company has an obligation under a rental lease for its operating office. As of June 30,
2018, the remaining term of the lease is 3 months with monthly payments of $4,995. The
Company’s lease includes a renewal option.
|
b)
|
|
The
Company received a Citation and Notice of Assessment dated October 14, 2016 (“Citation”),
that Stephen J. Fowler (“Fowler”), a former director and chief financial
officer, had initiated a complaint with the State of Washington Department of Labor and
Industries for amounts allegedly due to him for unpaid wages. The Citation declared that
Fowler is owed $45,000 in wages in addition to an assessed interest of $3,368, and a
penalty of $4,500. On November 8, 2016, the Company entered an appeal alleging that the
calculation of amounts due to Fowler was incorrect and that Fowler had improperly obtained
shares of its common stock which it intends to recover. The Company received a response
from the Department of Labor and Industries dated November 18, 2016, in which it was
advised that Fowler’s claim had been transferred to the Office of the Attorney
General and that a hearing on the matter would be held by the Office of Administrative
Hearings. A hearing date has been set for January 30, 2019. The Company believes that
the claims detailed in the Citation are without merit. However, the outcome of this proceeding
cannot be reasonably determined at this time.
|
c)
|
|
The
Company received a Notice of Civil Claim dated April 26, 2017, filed in British Columbia
Supreme Court by Fowler, naming the Company and its directors as defendants. Fowler asserts
claims against the Company for unpaid expenses of approximately $6,000, and breach of
contract. He also asserts that his shareholdings in the Company have been diluted due
to certain actions of its directors, making claims including breach of contract, breach
of fiduciary duty, misrepresentation and conspiracy. The Company and its directors believe
that Fowler’s claims are without merit and are intent on putting up a vigorous
defense. Further, the Company has advanced counterclaims against Fowler, including a
claim that that while an officer and director of the Company, he caused it to issue shares
to himself to which he was not entitled. The Company’s counterclaims also assert
claims against Fowler of fraudulent or negligent misrepresentation, breach of fiduciary
duty, negligence and unjust enrichment. On June 23, 2017, the Company filed its response
to Fowler’s claims and its own counterclaims against Fowler. No further steps in
this action have been taken, and no trial date has been set. The Company believes that
the claims detailed in the Fowler Complaint are without merit. However, the outcome of
this litigation cannot be reasonably determined at this time.
|
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
11. Commitments
and Contingencies – Continued
d)
|
|
The
Company received a Complaint dated May 12, 2017, filed in the Second Judicial District
Court of the State of Nevada (Washoe County) by Fowler naming the Company and its directors
as defendants. The Washoe County action concerns substantially the same facts and seeks
substantially the same relief as Fowler’s British Columbia action. On June 23,
2017, the Company filed a Motion to Dismiss, or in the alternative an Application for
a Preliminary Injunction to either dismiss or enjoin the Complaint. On October 31, 2017,
the Court did not grant injunctive relief but determined to stay the Washoe County action
pending resolution of the British Columbia action. No trial date has been set. The Company
believes that the claims detailed in the Complaint are without merit. However, the outcome
of this litigation cannot be reasonably determined at this time.
|
e)
|
|
The
Company received a Complaint dated May 3, 2017, filed in the Eighth Judicial District
Court of the State of Nevada (Clark County) by Cary Fields (“Fields”) naming
the Company and its directors as defendants, to obtain a preliminary injunction to enjoin
a consolidation of the Company’s common stock, and seek damages for breach of fiduciary
duty, conversion, and unjust enrichment. On May 18, 2017, the Court denied Fields’
application for injunctive relief but did not rule on the question of Fields’ alleged
damages. On August 4, 2017, Fields filed an Amended Complaint seeking damages for breach
of fiduciary duty, conversion, and unjust enrichment. On November 17, 2017, the Company
filed Defendants’ Motion for Judgment on the Pleadings. The Court held hearings
on the Motion on December 19, 2017, and on January 9, 2018 denied the Motion. A trial
date of January 2, 2019, was formalized by the Court. On July 30, 2018, a mandatory settlement
conference was convened by the Court. On August 20, 2018, the parties to this action
entered into a Settlement Agreement. Mobetize, its directors and Fields filed a dismissal
of the proceedings with the Court on September 18, 2018.
|
12. Segment
Information
The
Company has a single operating segment that provides FinTech solutions and services to businesses located in Canada and the United
States of America (“USA”). Revenues are generated in Canada and the USA while all assets are located in Canada. During
the three months ended June 30, 2018, the Company generated revenue of $51,139 (CDN$66,022) (2017 -$62,523 (CDN$84,082)) in Canada
and $37,617 (2017 - $53,207) in the USA. The costs incurred to generate this revenue are expensed as research and development.
At June 30, 2018, and 2017, the Company’s long-lived assets are located in Canada.
|
MOBETIZE CORP.
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
June 30, 2018
|
|
|
(Unaudited)
|
|
13. Subsequent
Events
a)
|
|
On
July 30, 2018, a mandatory settlement conference was convened by the Court for the respective
parties to consider anew their interests in the litigation associated with the legal
proceedings filed by Carey Fields against the Company and its directors. On August 20,
2018, the parties to this action entered into a Settlement Agreement and on September
18, 2018, filed a dismissal of the proceedings with the Court.
|
b)
|
|
On
August 14, 2018, the Company and Digital Power Lending (“DPL”) signed a Letter
of Intent (“LOI”) for the purposes of realizing funding from DPL along with
the expectation that the Company licenses its smartLoan, digital lending application
to DPL. The LOI commits DPL to purchasing 675,000 Company Units for an aggregate investment
of $500,000 in three tranches receivable on the realization of certain milestones. Each
Unit will be comprised of one share of Series B Preferred Shares and a ½ purchase
warrant, each full purchase warrant entitling the holder to purchase an additional share
of the Company’s Series B Preferred Shares for $1.75 per share until August 31,
2021. The purchase warrants will vest once all three investment tranches are complete.
The parties to the LOI intend to amend the investment commitment to replace Series B
Preferred Shares with common shares.
|
c)
|
|
On
August 28, 2018, the Company amended its
Designation of Series B Preferred Stock
dated
May 20, 2016
,
as amended on May 31, 2016 (“Series B Amendment) to excise
a restriction from the designation that limited the number of Series B Preferred shares
that could be converted to common stock by any given holder to no more than 4.99% of
the outstanding shares of common stock following such conversion. The Series B Amendment
was approved unanimously by the board of directors on August 22, 2018 and by those stockholders
holding a majority of the voting shares of Series B Preferred, voting as a single class,
on August 23, 2018.
|
d)
|
|
On
August 29, 2018, each member of the Company’s board of directors along with related
entities elected to convert their shares of Series B Preferred stock into shares of common
stock authorizing the cancellation of 11,050,714 Series B Preferred shares in exchange
for the issuance of 11,050,714 shares of common stock.
|
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
This
Management’s Discussion and Analysis of Financial Condition and Results of Operations
and other parts of this quarterly
report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified
by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,”
and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited
to those discussed in the subsection entitled
Forward-Looking Statements and Factors That May Affect Future Results and Financial
Condition
below. The following discussion should be read in conjunction with our financial statements and notes thereto included
in this report. Our fiscal year end is March 31. All information presented herein is based on the three-month periods ended June
30, 2018 and June 30, 2017.
DISCUSSION
AND ANALYSIS
Mobetize
is a business to business (B2B) financial technology company (FinTech). FinTech is an umbrella term for describing disruptive
technologies involved in the provision of financial services that are transforming the way money is managed affecting almost every
financial activity. Under this umbrella Mobetize provides modern frictionless white-label digital banking applications focused
on payment and lending solutions for financial institutions, money service businesses, and telecommunications organizations (Customers).
Mobetize calls these solutions smartProducts, through which Customers are able to seamlessly integrate their existing programs
to offer our services to their subscribers or members (Users).
Mobetize
accelerates innovation, broadens revenue opportunities, reduces operational costs and enhances regulatory compliance for its Customers.
Our approach to FinTech is challenges the conventional model of how financial services are delivered and consumed. Our next-generation
banking solutions (Services) are offered through financial institutions or other digital participants.
Users
can access our Services through multiple access points including:
1.
Desktop Applications
2.
Mobile Web Applications
3.
Native Applications for Apple iOS Devices and Android Devices
REVENUE
MODEL
Our
business model is designed to generate revenue from:
1)
Transactional processing fees based on the volume of activity
2) Revenue
share based fees for financial services
3) Recurring
platform fees for licensing Services
4) Recurring
fees for service level agreements
5) Consulting
and professional services fees
6) Customization,
integration, and deployment fees
Existing
revenue is influenced by the growing global consumption of mobile financial services and its adoption by Users who rely on their
mobile devices as an access point to complete financial transactions. Future revenue will also be affected by our ability to innovate
new technology processes and systems that our Customers can offer to their Users.
Our
strategy is to drive growth by:
•
|
|
Leveraging
existing contracts to increase Customer and User adoption
|
•
|
|
Enhancing
business development efforts to expand sales globally
|
•
|
|
Evaluating
merger and acquisition strategies to grow the business
|
•
|
|
Continuing
to develop innovative FinTech solutions for the digital economy
|
Recent
Business Developments
Tata
Communications
– On August 28, 2018, TATA Communications (America) Inc. (“Tata”) placed a new service order
to Mobetize USA Inc. for new software module development and support. New software features include module development, product
code training and support services extension. On February 1, 2017, we secured a Software Application License, Customization Development
and Service Level Agreement with Tata to govern the global deployment of our services for its customers. We agreed to a five-year
strategic partnership from which we expect to generate revenue from service level support fees and the sharing of transactional
income. We also expect to advance our technology alliance to accelerate FinTech revenue sharing opportunities, and FinTech product
innovation.
Digital
Power Lending, LLC -
On August 14, 2018, Mobetize and Digital Power Lending (“DPL”) signed a non-binding letter
of intent for the purposes of realizing funding from DPL along with the expectation that Mobetize licenses its smartLoan, digital
lending application to DPL. We also expect to partner with DPL in licensing and hosting our smartLoan product under the DPL brand.
DPL will be responsible for system-setup-fees, and is expected to enter into service level support and transaction fees sharing
agreements with us.
FICANEX
– On September 11, 2017, we entered into a Master Services Agreement with FICANEX Technology Limited Partnership (“FICANEX”)
to co-develop and market innovative financial services solutions (“FICANEX Agreement”). The initial solution is focused
on providing mobile international money remittance services. FICANEX will adopt certain of our Services to position itself as
a FinTech banking services accelerator to over 170+ member financial institution across Canada. The FICANEX Agreement has a three-year
term and automatically renews for one additional three-year term.
Mobetize
is in the final stages of completing user acceptance testing with financial institutions that intend to go live with our smartRemit
solution in partnership with FICANEX. Once user acceptance testing is completed the next phase of the process is to commence production
acceptance testing. We expect to go live with these four financial institutions in the last quarter of the 2018 calendar year.
MPAY
Joint Venture
– On May 29, 2017, MPAY Gateway Services Inc. was formed as a joint venture in connection with a joint
venture between Mobetize and CPT Secure Inc. (“CPT”) dated January 12, 2017. The joint venture is intended to develop
payment processing technology and provide a license to use CPT technology. The license has a two-year term that can be renewed
for successive two-year periods unless either party elects not to renew the license no later than 60 days prior to expiration.
RESULTS
OF OPERATIONS
|
|
US
$
|
|
|
Three
Months Ended
|
|
|
June
30,
|
|
|
2018
|
|
2017
|
Revenues
|
|
$
|
88,756
|
|
|
$
|
115,730
|
|
Operating
Expenses
|
|
|
248,392
|
|
|
|
490,516
|
|
Net
Loss
|
|
|
(167,427
|
)
|
|
|
(392,202
|
)
|
Revenues
For
the three months ended June 30, 2018, Mobetize generated revenue of $88,756, as compared to revenues of $115,730 during the same
period in 2017, a decrease of 23%. Revenues in both three-month periods were generated from consulting, contract development work,
licensing services, providing professional services, and payment processing for our Customers. The decrease in revenues over the
comparative three month periods can be attributed to decreases in contract development revenue, professional service and consulting
activity in the current three-month period over the corresponding prior period.
We
expect that revenues will increase in future periods as Mobetize anticipates additional contract development revenue, professional
service activity, licensing revenue, and its first transactional revenues in the last quarter of 2018.
Operating
Expenses
Operating
expenses for the three-month periods ended June 30, 2018 and 2017 are outlined in the following table:
|
|
2018
|
|
2017
|
Depreciation
|
|
|
803
|
|
|
|
771
|
|
General
and administrative
|
|
|
91,306
|
|
|
|
112,532
|
|
General
and administrative – related party
|
|
|
19,066
|
|
|
|
9,741
|
|
Investor
relations and promotion –related party
|
|
|
10,000
|
|
|
|
17,078
|
|
Consulting
fees
|
|
|
7,250
|
|
|
|
6,480
|
|
Management
fees – related party
|
|
|
37,284
|
|
|
|
47,371
|
|
Professional
fees
|
|
|
21,669
|
|
|
|
136,729
|
|
Research
and development
|
|
|
34,475
|
|
|
|
127,440
|
|
Research
and development – related party
|
|
|
26,539
|
|
|
|
32,374
|
|
Total
Operating Expenses
|
|
|
248,392
|
|
|
|
490,516
|
|
Loss
Before Other Items
|
|
|
(159,636
|
)
|
|
|
(374,786
|
)
|
For
the three months ended June 30, 2018, operating expenses were $248,392 as compared to $490,516 for the three months ended June
30, 2017, a decrease of 49%. The decreases in operating expenses for the current three-month period can be primarily attributed
to the decrease in professional fees and research and development expenses. The decrease in professional fees and research and
development costs in the can be attributed to a fall in the costs associated with ongoing litigation that have in turn caused
us to curtail our research and development budget.
We
expect that operating expenses will increase over future periods as Mobetize focuses on joint research and development activities,
enhances its product pipeline, and grows its revenue model.
Net
Losses
For
the three months ended June 30, 2018, net loss was $167,427 as compared to $392,202 for the three months ended June 30, 2017,
a decrease of 57%. The decrease in net losses for the current three-month period can be primarily attributed to the decrease in
operating expenses over the prior comparable three-month period.
We
believe that net losses will continue to decrease over future periods as revenue is expected to grow while management renews its
commitment to operating efficiencies to deliver the most cost-effective expansion of our business model.
Liquidity
and Capital Resources
|
|
US
$
|
|
|
June
30, 2018
|
|
March
31, 2018
|
Current
Assets
|
|
$
|
143,285
|
|
|
$
|
74,231
|
|
Total
Assets
|
|
|
214,494
|
|
|
|
154,113
|
|
Current
Liabilities
|
|
|
1,391.155
|
|
|
|
1,167,242
|
|
Total
Liabilities
|
|
|
1,391,155
|
|
|
|
1,167,242
|
|
Working
Capital Deficiency
|
|
|
1,247,870
|
|
|
|
1,093,011
|
|
Mobetize
had a working capital deficit of $1,247,870 as of June 30, 2018, and has funded its cash needs since inception with revenues generated
from operations, related party advances, debt instruments and private equity placements. Existing working capital and anticipated
cash flow is not expected to be sufficient to fund operations over the next twelve months. Mobetize has to seek additional debt
or equity funding to maintain operations.
Current
assets as of June 30, 2018, were $143,285 which consisted of $50,196 in cash, $66,715 in accounts receivable, and $26,374 in prepaid
expenses and deposits. Total assets consisted of current assets, equipment and an investment in the MPAY joint venture of $67,436.
Current
liabilities as of June 30, 2018, were $1,391,155 which consisted of accounts payable and accrued liabilities, related accounts
payable and accrued liabilities, deposits due to customers, promissory notes and promissory notes due to related parties. Total
liabilities were $1,391,155 which consisted entirely of current liabilities.
Stockholders’
deficit as of June 30, 2018, was $1,176,660.
Cash
Flows
|
|
US
$
|
|
|
three
months ended
|
|
|
June
30, 2018
|
|
June
30, 2017
|
Cash
flows used in Operating Activities
|
|
$
|
(166,255
|
)
|
|
$
|
(343,139
|
)
|
Cash
flows used in Investing Activities
|
|
|
—
|
|
|
|
—
|
|
Cash
flows provided by Financing Activities
|
|
|
203,024
|
|
|
|
—
|
|
Effect
of exchange rate changes on cash
|
|
|
1,886
|
|
|
|
(5,580
|
)
|
Net
Increase (Decrease) in Cash During Period
|
|
|
38,564
|
|
|
|
(348,719
|
)
|
Cash
flows used in Operating Activities
During
the three months ended June 30, 2018, Mobetize used net cash of $166,255 in operating activities as compared to $343,139 of net
cash used in operating activities during the three months ended June 30, 2017. The change in cash used in operating activities
over the comparative periods, is primarily attributed to payments towards accounts payable and the outstanding accounts owed to
related parties.
Mobetize
expects to continue to use net cash flow in operating activities until such time as losses decrease and revenues increase.
Cash
flows used in Investing Activities
During
the three months ended June 30, 2018, and June 30, 2017, Mobetize used $nil in investing activities.
Mobetize
expects to use cash flow in investing activities in future periods as it will require additional investment in equipment and research
and development to expand its business.
Cash
flows provided by Financing Activities
During
the three months ended June 30, 2018, Mobetize realized $203,024 in proceeds provided by financing activities compared to $nil
in proceeds provided by financing activities during the three months ended June 30, 2017. The proceeds provided by financing activities
in the current three-month period were realized in connection with related and non-related promissory notes.
Mobetize
expects to realize cash flow from financing activities in future periods until such time as it can increase revenue to the point
at which it can maintain operations and fund business growth.
Financing
We
have financed operations to date from the proceeds of private placements of common stock, the exercise of warrants, the issuance
of convertible promissory notes, and advances from directors and shareholders. Our business does anticipate increases in operating
expenses and capital expenditures over the next twelve months in relation to: (i) product development; (ii) research and development
to enhance existing products and create new ones; (iii) marketing expenses; and (iv) ongoing professional fees. We expect that
our working capital requirements will be funded over this period by a combination of revenue, shareholder debt or equity private
placements of our securities and if necessary, shareholder loans. Despite our expectation, we have no agreements to obtain funds
through bank loans, lines of credit or any other sources. Our only expectation is that DPL will complete the financing described
below, which completion can in no way be assured. Since we have no financing committed, our inability to realize financing would
materially restrict our operations.
On
August 14, 2018, Mobetize signed a non-binding letter of intent with DPL pursuant to which DPL will invest $500,000 into Mobetize.
The letter of intent also anticipates DPL’s use of our Services.
Mobetize
has adopted a stock option plan pursuant to which it can grant up to 30,000 (post consolidation) options to purchase shares of
its common stock to employees, directors, officers, consultants or advisors on the terms and conditions set forth therein. As
of June 30, 2018, 20,000 options with an exercise price of $60 remain outstanding, 19,765 of which have vested.
Mobetize
has no lines of credit or other bank financing arrangements in place.
Mobetize
has no commitments for future capital expenditures that are material.
Mobetize
has no current plans for the purchase or sale of any plant or equipment.
Mobetize
has no current plans to make any changes in the number of employees.
Mobetize
does not expect to pay cash dividends in the foreseeable future.
OFF-BALANCE
SHEET ARRANGEMENTS
As
of June 30, 2018, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
GOING
CONCERN
The
independent auditors' report accompanying our March 31, 2018, financial statements contained an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. As of June 30, 2018, Mobetize had an accumulated deficit of
$9,090,328, a history of net losses and cash used in operating activities, and a working capital deficiency of $1,247,870. These
factors raise substantial doubt regarding Mobetize’s ability to continue as a going concern. Mobetize’s ability to
continue as a going concern is dependent on continued financial support from management, increasing revenue, realizing additional
debt or equity financing, decreasing operating costs and producing commercially viable products. Nonetheless, these consolidated
financial statements have been prepared on a going concern basis, which implies that Mobetize will continue to realize its assets
and discharge its liabilities in the normal course of business.
CRITICAL
ACCOUNTING POLICIES
Our
significant accounting policies are summarized in Note 2 to our audited annual consolidated financial statements. While the selection
and application of any accounting policy may involve some level of subjective judgments and estimates, we believe that accounting
policies identified in Note 2 are the most critical to our consolidated financial statements, potentially involve the most subjective
judgments in their selection and application, and are the most susceptible to uncertainties and changing conditions.
Mobetize
recognizes revenue from payment processing, licensing, and provision of professional services. Revenue will be recognized only
when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability
is reasonably assured.
Stock-Based
Compensation
Mobetize
records stock-based compensation in accordance with ASC 718,
Compensation – Stock Compensation,
which requires the
measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees
and directors, including stock options.
ASC
718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. Mobetize
uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by Mobetize’s
stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not
limited to Mobetize’s expected stock price volatility over the term of the awards, and actual and projected employee stock
option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense
in the consolidated statements of loss and comprehensive loss over the requisite service period. Options granted to consultants
are valued at the fair value of the equity instruments issued, or the fair value of the services received, whichever is more reliably
measurable.
Embedded
Conversion Features
Mobetize
evaluates embedded conversion features within convertible debt under ASC 815
Derivatives and Hedging
to determine whether
the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value
with changes in fair value recorded in income (loss). If the conversion feature does not require derivative treatment under ASC
815, the instrument is evaluated under ASC 470-20,
Debt with Conversion and Other Options
for consideration of any beneficial
conversion feature.
Derivative
Financial Instruments
Mobetize
does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Mobetize evaluates all
of it financial instruments, including stock purchase warrants and stock options, 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
(loss). For option-based simple derivative financial instruments, Mobetize uses the Black-Scholes option-pricing model to value
the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Beneficial
Conversion Feature
For
conventional convertible debt where the rate of conversion is below market value, Mobetize records a Beneficial Conversion Feature
and related debt discount.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
required of smaller reporting companies.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange
Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities
and Exchange Commission (“Commission”), and that such information is accumulated and communicated to management, including
the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based
on that evaluation, Mobetize’s management concluded, as of the end of the period covered by this report, that our disclosure
controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed,
within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and
communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding
required disclosures.
Changes
in Internal Controls Over Financial Reporting
During
the quarter ended June 30, 2018, there has been no change in internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect our internal control over financial reporting.
PART
II. – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
Stephen
Fowler
Mobetize
received a Citation and Notice of Assessment dated October 14, 2016 (“Citation”), pursuant to which Stephen J. Fowler
(Fowler), a former director and chief financial officer of Mobetize, had initiated a complaint with the State of Washington Department
of Labor and Industries for amounts allegedly due to him for unpaid wages. The Citation declared that Fowler is owed $45,000 in
wages in addition to an assessed interest of $3,368, and a penalty of $4,500. On November 8, 2016, Mobetize entered an appeal
alleging that the calculation of amounts due to Fowler was incorrect and that Fowler had improperly obtained shares of its common
stock which it intends to recover. Mobetize received a response from the Department of Labor and Industries dated November 18,
2016, in which it was advised that Fowler’s claim had been transferred to the Office of the Attorney General and that a
hearing on the matter would be held by the Office of Administrative Hearings. A hearing date for this matter has been set for
January 30, 2019, in Seattle, Washington. Mobetize believes that Fowler’s claims detailed in the Citation are without merit.
However, the outcome of this proceeding cannot be reasonably determined at this time.
Mobetize
received a Notice of Civil Claim dated April 26, 2017, (“Notice”), filed in British Columbia Supreme Court by Fowler
naming Mobetize and its directors as defendants. Fowler asserts claims against Mobetize for unpaid expenses of approximately $6,000,
and breach of contract. He also asserts that his shareholdings in Mobetize have been diluted due to certain actions of its current
directors, making claims including breach of contract, breach of fiduciary duty, misrepresentation and conspiracy. On June 23,
2017, Mobetize filed its response to Fowler’s claims and submitted its own claims. Mobetize’s claims include a claim
that Fowler improperly issued shares to himself, is responsible for fraudulent or negligent misrepresentation, breach of fiduciary
duty, negligence and unjust enrichment. Document discovery is at a standstill. No further steps in this action have been taken,
and no trial date has been set. Mobetize believes that Fowler’s claims detailed in the Notice are without merit. However,
the outcome of this litigation cannot be reasonably determined at this time.
Mobetize
received a Complaint dated May 12, 2017, (“Fowler Complaint”), filed in the Second Judicial District Court of the
State of Nevada by Fowler naming Mobetize and its directors as defendants. The Nevada action concerns substantially the same facts
and the same relief as the Notice. Mobetize has taken the position that the filing of duplicative actions in two different jurisdictions
constitutes an abuse of process and that British Columbia is the appropriate jurisdiction in which Fowler’s claims ought
to be heard, and that the Nevada action ought to be dismissed or stayed for these same reasons. On June 23, 2017, Mobetize filed
a Motion to Dismiss or in the alternative, an Application for Preliminary Injunction to either dismiss or stay the Fowler Complaint.
A hearing was held and Mobetize’s Motion to Dismiss was denied. The Court did however determine to stay the action pending
resolution of the action in British Columbia. No further steps in this action, have taken place and no trial date has been set.
Mobetize believes that the claims detailed in the Fowler Complaint are without merit. However, the outcome of this litigation
cannot be reasonably determined at this time.
Cary
Fields
Mobetize
received a Complaint dated May 3, 2017, (“Fields Complaint”), filed in the Eighth Judicial District Court of the State
of Nevada (Clark County) by Cary Fields (“Fields”) naming Mobetize and its directors as defendants, to obtain a preliminary
injunction to enjoin a consolidation of Mobetize’s common stock, and seek damages for breach of fiduciary duty, conversion,
and unjust enrichment. On May 18, 2017, the Court denied Fields’ application for injunctive relief but did not rule on the
question of Fields’ alleged damages. On August 4, 2017, Fields filed an Amended Complaint seeking damages for breach of
fiduciary duty, conversion, and unjust enrichment. On November 17, 2017, the Company filed Defendants’ Motion for Judgment
on the Pleadings. The Court held hearings on the Motion on December 19, 2017 and on January 9, 2018 denied the Motion. A mandatory
settlement conference was convened by the Court on July 30, 2018. On August 20, 2018, the parties to this action entered into
Settlement Agreement. Mobetize, its directors and Fields filed a dismissal of the proceedings with the Court on September 18,
2018.
Item
1A. Risk Factors
A
smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this
item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
June 4, 2018, Mobetize authorized the issuance of 4,565,000 shares of Series B Preferred to Ajay Hans, our Chief Executive Officer,
Chief Financial Officer and a director, in exchange for 4,565,000 shares of Series A Preferred pursuant to the Second Amended
Certificate of Designation of Preferred Stock Series A Preferred dated June 4, 2018, in reliance on the exemptions from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On
August 29, 2018, Mobetize authorized the issuance of shares of common stock to certain individuals and related entities, in exchange
for an aggregate number of 11,050,714 shares of Series B Preferred pursuant to the Amended Certificate of Designation Series B
dated August 28, 2018, in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933,
as amended, as follows:
Name
|
|
Shares
of Series B
|
|
Shares
of
Common
Stock
|
|
Consideration
|
|
Exemption
|
Ajay
Hans
|
|
|
1,565,000
|
|
|
|
1,565,000
|
|
|
|
Exchange
|
|
|
|
Section
4(a)(2)
|
|
Alligato,
Inc.
|
|
|
3,212,278
|
|
|
|
3,212,278
|
|
|
|
Exchange
|
|
|
|
Section
4(a)(2)
|
|
0853574
BC Ltd.
|
|
|
2,254,269
|
|
|
|
2,254,269
|
|
|
|
Exchange
|
|
|
|
Section
4(a)(2)
|
|
Donald
Duberstein
|
|
|
2,399,167
|
|
|
|
2,399,167
|
|
|
|
Exchange
|
|
|
|
Section
4(a)(2)
|
|
The
Duberstein Organization
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
Exchange
|
|
|
|
Section
4(a)(2)
|
|
Malek
Ladki
|
|
|
1,600,000
|
|
|
|
1,600,000
|
|
|
|
Exchange
|
|
|
|
Section
4(a)(2)
|
|
Mobetize
complied with the exemption requirements of Section 4(a)(2) of the Securities Act based on the following factors: (1) the issuances
were isolated private transactions that did not involve a public offering; (2) the offerees had access to the kind of information
which registration would disclose; (3) the offerees serve as officers and directors of Mobetize; and (3) the offerees are financially
sophisticated.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
On
August 28, 2018, Mobetize amended its
Designation of Series B Preferred Stock
dated May 20, 2016
,
as amended on
May 31, 2016, with an
Amended Certificate of Designation of Preferred Stock of Mobetize Corp. Series B Preferred
(“Series
B Amendment). The Series B Amendment excised a restriction from the designation that limited the number of Series B Preferred
shares that could be converted to common stock by any given holder to no more than 4.99% of the outstanding shares of common stock
following such conversion.
The
Series B Amendment was approved unanimously by the board of directors on August 22, 2018. On August 23, 2018, those stockholders
holding a majority of the voting shares of Series B Preferred Stock, voting as a single class, approved the Series B Amendment.
Notice of the Series B Amendment is to be posted to each holder of Series B Preferred stock.
The
foregone description of the Series B Amendment is qualified in its entirety by reference to the full text of that document attached
hereto.
ITEM
6. EXHIBITS
Exhibits
required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 31 of this Form 10-Q, and are
incorporated herein by this reference.