C06519-2014

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)
Dec 11, 2014
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, 108 Tordesillas St., Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 889-6426
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
-

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 Shares in Altitude Games PTE Ltd
Background/Description of the Disclosure

X purchased 13,333,333 ordinary shares comprising 11.67% of Altitude Games PTE Ltd ("Altitude Games"), a Singaporean IT company engaged in computer game development and publishing, formed by pioneer Filipino IT experts in the game industry. X also purchased 11,360,000 ordinary shares of Mr. Nico Jose S. Nolledo, comprising 10.02% of Altitude Games. As a result of the acquisitions, X will own 21.7% of Altitude Games.
Date of Approval by
Board of Directors		 Dec 11, 2014
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition is part of the planned expansion in Southeast Asia where the Corporation will use part of its proceeds from its initial public offering.

Altitude Games will contribute to the portfolio of mobile content and services that X currently offers specifically the development of games, applications, mobile services and other mobile content.

The founders of Altitude Games are veterans in the Southeast Asian game industry. They have worked on games that have been downloaded more than 10 million times worldwide over mobile, PC, Mac and console devices. They are also among the pioneers of mobile and PC game development in
the Philippines since early 2000.

The investment in Altitude Games gives X access to the game studio's expertise in the casual games space. Under the terms of the deal, X will have exclusive rights to distribute the game products of Altitude Games in Southeast Asia, beginning with the critically acclaimed Run Run Super V, which was just launched in the Philippines.

The deal is in line with X's strategy of providing world-class digital content to the expanding mobile markets in the South East Asian region.
Details of the acquisition or disposition
Date Dec 11, 2014
Manner

The transaction will be carried out by the execution of a Subscription Agreement by and between X and Altitude Games PTE Ltd, and a Deed of Assignment of Shares by and between X and Mr. Nico Jose S. Nolledo.
Description of the company to be acquired or sold

Altitude Games PTE Ltd is a limited private company organized under the laws of Singapore and is engaged in the business of computer game development and publishing.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 24,693,333
Percentage to the total outstanding shares of the company subject of the transaction 21.7
Price per share US$0.03
Nature and amount of consideration given or received

Seven Hundred Forty Thousand Eight Hundred US Dollars (US$740,800.00)
Principle followed in determining the amount of consideration

Number of shares acquired x market value
Terms of payment

Consideration will be paid in cash.
Conditions precedent to closing of the transaction, if any

N/A
Any other salient terms

N/A
Identity of the person(s) from whom the assets 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
Altitude Games PTE Ltd. Nico Jose S. Nolledo, Chairman, President and CEO of X, owns 10.02% of Altitude Games.
Nico Jose S. Nolledo Please refer to relationship stated above.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition is expected to contribute to the planned expansion of X in Southeast Asia.

The acquisition gives X exclusive access to the game studio's expertise in casual games space
Other Relevant Information

During the voting for the approval of the acquisition of Mr. Nico Jose Nolledo's shares in Altitude Games, Mr. Nolledo abstained from voting and the independent directors endorsed the approval of the deal.

X's book value is approximately P1,440.45 million or P0.84 per share Post IPO.
Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer