UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a – 16 OR 15d – 16 UNDER THE

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2016

Commission File No. 0-53646

Intelligent Content Enterprises Inc.

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F.

Form 20-F x                     Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨                     No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨                     No x

TABLE OF CONTENTS

1.       Intelligent Content Enterprises Inc., Material Change Report dated December 28, 2016 for a News Release issued on December 23, 2016 as filed on Sedar on December 28, 2016.

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 thereunto duly authorized.

ITEM 1

FORM 51-102F3

MATERIAL CHANGE REPORT

Schedule “A”

Intelligent Content Enterprises Further Corporate Update

TORONTO, ON / ACCESSWIRE / December 23, 2016 / INTELLIGENT CONTENT ENTERPRISES INC. (OTCQB: ICEIF, CSE: ISP) ("ICE" or the "Company") is pleased to provide an update regarding its previous acquisition of the assets of Digital Widget Factory Inc., (the “Vendor”) a Belize company and a general corporate update.

Claim under Acquisition Agreement

As disclosed in the Company's press release of December 14, 2016, ICE had provided notice to the Vendor of a claim for indemnity under the acquisition agreement and subsequently ICE had received a written response from the Vendor initiating ongoing discussions in efforts to resolve matters.

On December 22^nd, 2016, ICE and the Vendor agreed to resolve the matters. The agreement provides for ICE returning all of the Acquired Assets, principally being a series of websites with previously stated attributes housed under the url digiwidgy.com, conveyed in the acquisition of assets of the Vendor on March 4, 2106 to the Vendor, and the Vendor returning ICE all of the shares issued to the Vendor, specifically 12,500,000 common shares and 5,750,000 Preference Shares (the “Consideration Shares”) for cancellation by ICE (the “Transaction”). The Transaction is scheduled to close on or before January 15, 2017.

Corporate Update

While the Company's strategy continues to be to drive revenues through technologies and services that deliver Content, Social and Digital Media, eCommerce and Advertising, management continues to review ways to improve its content and user experience. After engaging in a strategic review of its costs, markets, and internal processes in an ongoing effort to effectively engage users and efficiently build its user base, the Company has closed its Centre of Excellence but maintained its master services agreement with a third-party provider, Torinit Technologies Inc., which management believes will provide ICE with improved quality of service at a fraction of the cost previously charged to the Company for similar services. Torinit Technologies Inc. is a Canadian company with facilities in India and is owned by a current director of ICE.

About Intelligent Content Enterprises Inc.

Intelligent Content Enterprises Inc. is an emerging Media and Internet company that focuses on the experience of the website user. ICE's strategy is to drive revenue through technologies and services that deliver Content, Social and Digital Media, eCommerce and Advertising.

Intelligent Content Enterprises Inc. is a publicly traded company on the OTCQB Markets under the symbol "ICEIF" and listed on the Canadian Securities Exchange under the symbol "ISP".

For further information, please contact:

Intelligent Content Enterprises Inc. Attention Ritwik Uban

Investor Relations: investorrelations@intelligentcontententerprises.com

Certain information regarding the Company in this news release may constitute forward-looking statements or future oriented financial information under applicable securities laws. The forward-looking information includes, without limitation, successful completion of the proposed transaction, projections or estimates made by us and our management in connection with our business operations.  Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release, which assumptions are based on management’s analysis of historical trends, experience, current conditions and expected future developments pertaining to the Company and the industry in which it operates as well as certain assumptions as specifically outlined in the release above.  Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking information contained in this press release.  Undue reliance should not be placed on forward-looking information, which is not a guarantee of performance and is subject to a number of risks or uncertainties.  Readers are cautioned that the foregoing list of risk factors is not exhaustive.  Forward-looking information is based on the estimates and opinions of the Company’s management at the time the information is released and the Company disclaims any intent or obligation to update publicly any such forward-looking information, whether as a result of new information, future events or otherwise, other than as expressly required by applicable securities law

Safe Harbor Statement

This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company's financing plans; (ii) trends affecting the company's financial condition or results of operations; (iii) the company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company's Form 6-K filings with the Securities and Exchange Commission.