C04982-2016

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)
Aug 22, 2016
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219934330
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
(63)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 1,797,700,660
11. Indicate the item numbers reported herein
Item 9

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

Sale of 67% stake in Xeleb to Fluxion

Background/Description of the Disclosure

On August 22, 2016, the Board of Directors of Xurpas Inc. ("Xurpas") approved the sale of its 67% stake in Xeleb Inc. ("Xeleb") to Fluxion, Inc. ("Fluxion").

Date of Approval by
Board of Directors
Aug 22, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Xurpas is currently reorganizing both Fluxion and Xeleb with the purpose of consolidating the development resources required for ongoing product development under Xeleb.

Details of the acquisition or disposition
Date Aug 22, 2016
Manner

Sale of secondary shares.

Description of the company to be acquired or sold

Xeleb is engaged in the development, design, sale and distribution of celebrity-branded games and applications. It has produced mobile games featuring Anne Curtis, Isabelle Daza, Kuya Kim Atienza, Erwan Heussaff and Sarah Geronimo.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 3,349,996
Percentage to the total outstanding shares of the company subject of the transaction 67
Price per share 1.00
Nature and amount of consideration given or received

Php3,349,996 cash for the 67% stake in Xeleb.

Principle followed in determining the amount of consideration

The consideration is based on par value of Xeleb's common shares.

Terms of payment

Straight Cash Payment

Conditions precedent to closing of the transaction, if any

None

Any other salient terms

None

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
Fluxion, Inc. Subsidiary of Xurpas Inc.
Effect(s) on the business, financial condition and operations of the Issuer, if any

None

Other Relevant Information

None

Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer