SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported):November 15, 2012
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction
10080 Alta Drive,Ste.
115,Las Vegas, NV 89145
(Address of Principal Executive Offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;
Company will not file a Form 10-Q with the Securities and Exchange Commission as is required under the Securities and Exchange
Act of 1934. As a result of this action the Company anticipates that it will be delisted from the OTCQB Exchange on which its
stock is currently traded.
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
November 9, 2012, Leonard Dreyer and Gurmit Brar resigned from the Board of Directors.
8.01. Other Events
February 2, 2012 in a Form 8-K filed with the Securities and Exchange Commission the Thwapr, Inc. (the “Company”)
stated that it was experiencing a shortage in working capital and was actively seeking additional debt or equity financing to
sustain operations at then current levels. The Company also stated that was in the process of reducing overhead, including a reduction
in management compensation. The Company also stated that if additional financing was not obtained there would be no assurance
that the Company would be able to continue operations at then current levels. On February, 27, 2012, the Company consummated a
line of credit and restructuring agreement whereby $200,000 would be made available over a period of approximately four months.
These funds were to be used for general working capital purposes. Since that time the Company has been unable to obtain any additional
financing with the exception of advances from the Company’s CEO and CFO. The Company has completed testing of its technology
in the United States and due to a lack of capital has now ceased any further operations in the United States. It continues to
develop its products on a limited basis in Asia while it seeks additional funding.
our Form 10-Q filed with the Securities and Exchange Commission filed on May 21, 2012 the Company disclosed that On March 27,
2012, Bruce Goldstein and Universal Management, Inc. ("Universal") filed a summons and complaint against the Company
in the Supreme Court of the State of New York County of New York, alleging breach of contract between Mr. Goldstein and the Company.
Mr. Goldstein owns Universal, through which the Company engaged Goldstein to act as a consultant and later President and CEO of
the Company. Mr. Goldstein sought damages in excess of $225,000. Mr. Goldstein has filed for a summary judgment against the Company
and while the Company does not believe that it owes neither Mr. Goldstein nor Universal the amounts claimed in the lawsuit, it
does not currently have the resources to continue to defend this claim. As such, we anticipate that in the future Mr. Goldstein
will prevail against the Company.
Company has changed
its principal executive
office from 410
S. Rampart Boulevard,
Suite 390, Las
Vegas, Nevada 89145 to 10080 Alta Drive, Ste. 115, Las Vegas, NV 89145.
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.
|Date: November 15, 2012
||/s/ Barry Hall
||Name: Barry Hall
Title: Chief Financial Officer