Attached files

file filename
EX-99.01 - PRESS RELEASE DATED MAY 5, 2011 - Touchpoint Group Holdings Inc.ex9901form8k050511.htm

 
 

 

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):  May 5, 2011


Intelligent Communication Enterprise Corporation
(Exact name of registrant as specified in its charter)
         
Pennsylvania
 
000-10822
 
25-1229323
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation or organization)
     
Identification No.)
         
13 Spottiswoode Park Road
   
Singapore
 
088640
(Address of principal executive offices)
 
(Zip code)
     
Registrant’s telephone number, including area code:
 
011-65 6324-0225
     
n/a
(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))

 
 

 

ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 4, 2011, Intelligent Communication Enterprise Corporation entered into an agreement with Bakel AB, a Swedish entity unaffiliated with the Company, to sell the Company’s mobile messaging business and all of the related assets.  Under the terms of the Agreement, Bakel will pay the Company:

·  
$2.37 million in cash, with $2.0 million to be paid at closing and the remainder held for reconciliation of bank balances and other financial matters; and

·  
110,000,000 shares of the Company’s common stock to be transferred back to the Company for cancelation at closing.

The initial closing is currently scheduled for May 9, 2011.

EXPLANATORY NOTE

The information in Item 7.01 and Item 9.01 of this report is being furnished pursuant to General Instruction B.2 of Form 8-K.  Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.


ITEM 7.01—REGULATION FD DISCLOSURE

On May 5, 2011, Intelligent Communication Enterprise Corporation issued a press release, a copy of which is attached as Exhibit 99.01.


ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:

Exhibit
Number
 
 
Title of Document
 
 
Location
         
99
 
Miscellaneous
   
99.01
 
Press release dated May 5, 2011
 
Attached
 
 
2

 
 

 


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.


 
INTELLIGENT COMMUNICATION
 
ENTERPRISE CORPORATION
 
Registrant
     
     
Date:  May 5, 2011
By:
/s/ Bala Balamurali
   
Bala Balamurali
   
Chief Executive Officer

3