Sec Form 4/A Filing - HANS AJAY @ MOBETIZE, CORP. - 2018-06-05

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HANS AJAY 2. Issuer Name and Ticker or Trading Symbol MOBETIZE, CORP. [ MPAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1018 CORNWALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2018 (Street) NEW WESTMINSTER, A1V3M 1S2 4. If Amendment, Date Original Filed (MM/DD/YY) 06/15/2018 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Series A Preferred Stock 06/05/2018 J 4,565,000 D 0 D Series B Preferred Stock 06/05/2018 J 4,565,000 A 11,427,278 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Nam e / Address Relationships Director 10% Owner Officer Other HANS AJAY 1018 CORNWALL STREET NEW WESTMINSTER, A1V3M 1S2 X X CEO Signatures /s/ Hans Ajay 06/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 5, 2018, Ajay Hans converted Series A Preferred Stock into Series B Preferred Stock pursuant to the terms and conditions of the Second Amended Certificate of Designation of Series A Preferred Stock dated June 4, 2018. ( 2 )Ajay Hans holds 4,565,000 shares personally, 3,650,000 shares of Series B Preferred through 085374 BC Ltd. and 3,212,278 shares of Series B Preferred through Alligato Inc. Mr. Hans is the beneficial owner of 085374 BC Ltd and Alligato Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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