C01190-2016

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Mar 8, 2016
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330
4. Exact name of issuer as specified in its charter
XURPAS INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre Building, 108 Tordesillas St., Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632)889-6467
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 1,720,000,660
11. Indicate the item numbers reported herein
Item 2

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Xurpas Inc.X

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of a 23.53% (fully-diluted) stake in Micro Benefits Limited ("Micro Benefits").
Background/Description of the Disclosure

Xurpas ("X") acquires 718,333 new Series C Preferred Shares ("Subscription Shares") equivalent to a 23.53% stake in Micro Benefits for US$10,000,002.92. Micro Benefits, a Company registered in Hong Kong, is engaged in the business of providing employee benefits to Chinese workers through its operating company, Micro Benefits Financial Consulting (Suzhou) Co. Ltd, located in China.
Date of Approval by
Board of Directors		 Mar 8, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

X's subsidiary, Storm Flex Systems, Inc. ("Storm") will enter into a cooperation agreement with Micro Benefits wherein Storm shall join Micro Benefits through the use of Micro Benefits' platform in China. This cooperation shall give employees the opportunity to convert their standard employee benefits to various products.
Details of the acquisition or disposition
Date Mar 8, 2016
Manner

Upon signing of the Subscription Agreement, X will remit US$1,000,000 to Micro Benefits. X shall remit US$4,000,000 once Micro Benefits has fulfilled all of its deliverables. The final sum of US$5,000,002.92 shall be paid by X at least 60 days from signing of the Subscription Agreement.
Description of the company to be acquired or sold

Micro Benefits was incorporated in Hong Kong in April 13, 2010. It owns 100% of Micro Benefits Financial Consulting (Suzhou) Co.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 718,333
Percentage to the total outstanding shares of the company subject of the transaction 23.53
Price per share US$13.921124
Nature and amount of consideration given or received

Cash
Principle followed in determining the amount of consideration

Fair market value of the shares
Terms of payment

Three installments
Conditions precedent to closing of the transaction, if any

Securing the necessary board and shareholders approvals and corresponding waivers, and execution of other definitive agreements.
Any other salient terms

X shall also have the following rights:
1. Right of First Refusal;
2. Drag Along Right in case of a bona fide sale is made to a shareholder(s) holding 66.67% or more of the outstanding shares;
3. Tag Along Right in case shareholders owning 66.67% or more of the shares propose to sell all of its/his shares;
4. Pre-emptive right on any issue of new shares, warrant, put, call, share equivalent or other arrangements;
5. Liquidation preference in case of liquidation, dissolution or winding up.
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Micro Benefits Limited None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The investment of X in Micro Benefits is a strategic move that establishes China as a new market for X's growing HR Benefits business, while simultaneously allowing us to offer new solutions to companies in Asia.
Other Relevant Information

This Report has been amended to reflect that X acquires 718,333 Series C Preferred Shares instead of 718,833 Series C Preferred Shares, and that this acquisition will allow us to offer new solutions to companies not only in Southeast Asia as previously disclosed, but in Asia.
Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer