8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 19, 2008

COUNTERPATH CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-50346
(Commission File Number)

20-0004161
(IRS Employer Identification No.)

300-505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3
(Address of principal executive offices and Zip Code)

604.320.3344
Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

- 2 -

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective March 19, 2008, the Secretary of State of Nevada accepted for filing a Certificate of Change with respect to a reverse stock split of our authorized and issued and outstanding shares of common stock, as approved by our board of directors. Our preferred stock is not affected by the reverse stock split.

As a result, our authorized capital decreased from 415,384,500 shares of common stock with a par value of $0.001 to 83,076,900 shares of common stock with a par value of $0.001. Our issued and outstanding share capital decreased from 129,608,887 shares of common stock to 25,921,765 shares of common stock.

Item 7.01 Regulation FD Disclosure

The Forward Stock Split became effective with the Over-the-Counter Bulletin Board at the opening for trading on March 19, 2008 under the new stock symbol “CPAH”. Our new CUSIP number is 22228P203.

On March 19, 2008 we issued a news release announcing that we have received conditional approval for the listing of our common shares on the TSX Venture Exchange as a Tier 1 issuer.

Item 9.01 Financial Statements and Exhibits.

3.1	Certificate of Change filed with the Secretary of State of Nevada, effective on March 19, 2008.
99.1	News release dated March 19, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COUNTERPATH CORPORATION

By:	/s/ David Karp
	David Karp
	Chief Financial Officer & Director

Dated: March 19, 2008

EX-3.1

EX-99.1

Media Contact:	Investor Contact:
Sarah Stover	Gina DeBoutez
Grey Vancouver PR	The Blueshirt Group
+1.604.484.3274	+1.415.489.2184
pr@counterpath.com	gina@blueshirtgroup.com

CounterPath to List on TSX-Venture Exchange and
Announces Share Consolidation

VANCOUVER, CANADA – March 19, 2008 – CounterPath Corporation (OTCBB: CPAH, formerly COPA), a leading provider of desktop and mobile VoIP software products and solutions, today announced that the TSX Venture Exchange ("TSX-V") has conditionally approved the listing of the Company's common shares on the TSX-V as a Tier 1 issuer. Trading of the common shares of the Company over the TSX Venture is conditional on the completion of standard requirements and the provision of standard documents to the TSX-V. Trading is expected to commence on the TSX-V Venture Exchange under the stock symbol “CCV” in July, 2008. Investors can continue trading common shares of CounterPath on the OTC BB under the new symbol CPAH.

“The TSX Venture listing will provide access to the Canadian capital markets which are receptive to high growth companies with innovative technologies,” said Greg Pelling, Chief Executive Officer of CounterPath. “Listing on the TSX-V and filing in Canada along with the U.S. will enable Canadian investors to trade our stock in Canada within four months and qualify our shares for inclusion in Canadian Registered Savings Plans,” concluded Pelling.

Concurrent with the conditional listing, the Board of Directors has approved a five for one common share consolidation effective March 19, 2008 (“the effective date”). The consolidation affects all shareholders uniformly and does not affect any shareholder’s percentage interest in CounterPath. No fractional shares will be issued. Registered shareholders otherwise entitled to a fractional share interest as a result of the consolidation will be rounded up to the nearest whole share. As part of the consolidation, the Company’s new trading symbol on the OTC BB is

Page 2 of 2
CounterPath to List on TSX-Venture Exchange and Announces Share Consolidation

"CPAH". Shareholders holding share certificates will be sent a letter of transmittal by the Company’s transfer agent, Valiant Trust Company, in order to receive a new certificate reflecting the consolidation.

About CounterPath

CounterPath Corporation is a leading provider of innovative desktop and mobile VoIP software products and solutions. The Company’s product suite includes SIP-based softphones, server applications and Fixed Mobile Convergence (FMC) solutions that enable service providers, enterprises and Original Equipment Manufacturers (OEM) to cost-effectively integrate voice, video, presence and Instant Messaging (IM) applications into their VoIP offerings and extend functionality across both fixed and mobile networks.

CounterPath’s customers include some of the world's largest telecommunications service providers and network equipment providers including AT&T, Verizon, BT (British Telecommunications PLC), Deutsche Telekom, Cisco Systems, Mitel and Nortel.

Visit www.counterpath.com.

Forward-Looking Statements

This news release contains "forward-looking statements". Statements in this news release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, the expectation and/or claim, as applicable, that (i) the Company will commence trading on the TSX-V in July, 2008, and (ii) that the Company’s shares will be eligible for inclusion in Canadian Registered Savings Plans.

It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) the failure to successfully complete the requirements and documents required to receive final approval to list on the TSX-V, (2) the failure of a trading market to develop on the TSX-V in the shares of the Company, (3) insufficient investor interest in the Company’s securities which may impact on the Company’s ability to raise additional financing as required, and (4) that the shares of the Company will qualify, or will continue to qualify for inclusion in Canadian Registered Savings Plans. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-QSB, annual reports on Form 10-KSB and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission.

###