On April 1, 2011, CommerceTel Corporation (the "Company") completed the transactions contemplated under an asset purchase agreement (the "Agreement") with Adsparq Limited to acquire substantially all of the assets of its Txtstation interactive mobile marketing platform and services business. The purchase price for the acquisition consisted of 2,125,000 shares of common stock of the Company and $300,000 in cash. Of the cash portion, $50,000 was paid at closing, with an additional $25,000 payable on the 60th day following closing. The balance is payable in $25,000 installments at the end of each of the next nine 30-day periods thereafter. For a period of one year following the closing of the transaction, half of the shares of Common Stock issuable to Adsparq will be held in escrow as security for its indemnification obligations under the Agreement.

In connection with the transaction, the Company also issued 300,000 shares of common stock of the Company to the controlling stockholder of Adsparq in consideration of certain indemnification obligations and other agreements. For one year following the closing of the transaction, the shareholder has agreed not to, directly or indirectly, transfer, donate, sell, assign, pledge, hypothecate, grant a security interest in or otherwise dispose or attempt to dispose of all or any portion of shares issued to it (or any interest therein).

(a) Financial statements of businesses acquired.

To be filed by amendment within 71 days after the due date of this report.

(b) Pro forma financial information.

To be filed by amendment within 71 days after the due date of this report.