C06610-2014

SECURITIES AND EXCHANGE COMMISSION
SEC 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 16, 2014
2. SEC Identification Number
A200016575
3. BIR Tax Identification No.
005-695-791
4. Exact name of issuer as specified in its charter
IRIPPLE, INC.
5. Province, country or other jurisdiction of incorporation
Pasig City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 2202C/D East Tower, Philippine Stock Exchange, Exchange Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 687-4412
9. Former name or former address, if changed since last report
Not Applicable
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 15,569,015
11. Indicate the item numbers reported herein
All Securities are listed on a Stock Exchange

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.

iRipple, Inc.RPL

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Sale of substantially all of iRipple Inc.’s operating assets and assignment of liabilities to a third-party, yet to be determined.

Background/Description of the Disclosure

On December 16, 2014, at a meeting held by the Board of Directors of the Corporation, during which meeting a quorum was present and acted throughout, the Board approved the sale of substantially of the iRipple’s assets at such terms and conditions to be negotiated and finalized. For this purpose, the Board authorized the President, Mr. Victor Javier, to negotiate, execute, and sign such agreements, papers, and other documentation pursuant to such acquisition.

Date of Approval by
Board of Directors
Dec 16, 2014
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Company shall sell substantially all its assets to a third-party in preparation for a contemplated change in primary purpose of the Company (i.e. holdings corporation)

Details of the acquisition or disposition
Date TBA
Description of the Transaction

The specific terms of the sale are yet to be determined. These terms shall be disclosed immediately upon reaching a concrete agreement with the third-party buyer.

Manner

The manner of the sale is yet to be determined. This shall be disclosed immediately upon reaching a concrete agreement with the third-party buyer.

Description of the assets involved

The assets involved include cash and cash equivalents, trade and other receivables, inventories, property and equipment and other assets. A specific description of the assets shall be provided upon finalization of the terms of the sale.

Terms and conditions of the transaction
Nature and amount of consideration given or received

The value of assets and liabilities will be disclosed upon reaching the final terms of the agreement.

Principle followed in determining the amount of consideration

The book value of the current and non-current assets and liabilities (considering the possible impairment losses of some receivables) will be used to determine the final settlement amount.

Terms of payment

To be disclosed once finalized

Conditions precedent to closing of the transaction, if any

The sale of the Issuer’s assets must be ratified by the stockholders holding at least 2/3 of the outstanding capital stock during the Special Stockholder’s Meeting scheduled on February 4, 2015.

Any other salient terms

Not Applicable

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
To be determined. The Buyer shall be disclosed upon finalization of the terms of the agreement Not Applicable
Effect(s) on the business, financial condition and operations of the Issuer, if any

This sale would render the Corporation incapable of continuing the business or accomplishing the purposes for which it was incorporated. This is in line with the preparations for the contemplated change in primary purpose.

Other Relevant Information

Not Applicable

If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

Not Applicable

If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

Not Applicable

Filed on behalf by:
Name Kjell Bagaindoc
Designation Finance Manager