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): ~~October~~ February 242, ~~2011~~2012

THWAPR, INC. ~~(Exact Name of Registrant as Specified in its Charter)~~

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-53640		26-1359430
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

95 Morton St., Ground Floor ~~New York, NY 10014 (Address of Principal Executive Office) (Zip Code)~~

New York, NY 10014

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: +1 (212) 268-0220

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 ( see General Instruction A.2 below):

o£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 57 – ~~Corporate~~Regulation ~~Governance and Management~~FD

Item 57.0201. ~~Compensatory~~ ~~Arrangements~~Regulation ofFD ~~Certain Officers~~Disclosure

OnSection ~~October~~8 ~~20,~~– ~~2011,~~Other our board of directors approved the 2011 Stock Option Plan (the “2011 Plan”). Our board believes that the 2011 Plan is in the best interests of the Company and our stockholders. The following summary of certain features of the 2011 Plan is qualified in its entirety by reference to the actual text of the 2011 Plan, which is attached as Exhibit 99.1.Events

~~The~~Item ~~2011 Plan provides for the grant to employees and consultants, including executive officers, of shares of our common stock, as well as cash or other stock-based awards and other benefits~~8. ~~The~~01. ~~purpose~~Other of the 2011 Plan is to enable us to attract and retain qualified persons as employees, consultants, officers and directors and others, whose services in executive, administrative, professional and technical capacities or as members of our board of directors are required by us, and to motivate such persons by providing them with equity participation in us.Events

AnIn ~~aggregate~~response ~~of up~~ to ~~twenty~~recent ~~percent (20%) of the total fully diluted issued and outstanding shares of our common stock may be issued and awarded under the 2011 Plan~~inquiries, ~~up to a maximum of not more than seventy two million (72~~Thwapr,~~000,000)~~ ~~shares of common stock~~Inc. ~~The~~ (the ~~number~~“Company”) oftoday ~~shares~~stated that ~~may~~it behas ~~subject~~no toexplanation ~~stock~~for ~~awards~~the ~~granted~~recent tovolatility ~~any~~in ~~one~~the ~~participant~~trading ~~during~~price ~~any single fiscal year shall not exceed 30%~~ of ~~our~~its ~~total shares of~~ common stock ~~issuable~~or ~~pursuant~~in to the ~~2011~~high ~~Plan~~trading involume ~~one given year, subject to adjustment as set forth~~ in the ~~2011~~past ~~Plan~~few days.

~~The~~In ~~2011~~addition, ~~Plan~~the isCompany ~~administered~~stated bythat ~~the~~it ~~Board~~is currently orexperiencing a ~~delegated~~shortage ~~Compensation~~in ~~Committee,~~working ~~which~~capital ~~has,~~and ~~subject~~is toactively ~~specified~~seeking ~~limitations,~~additional ~~the~~debt ~~full~~or ~~authority to grant~~ equity ~~awards~~financing ~~and~~to ~~establish~~sustain ~~the~~operations at ~~terms~~its ~~and~~current ~~conditions for vesting and exercise thereof~~levels. The ~~Compensation~~Company ~~Committee~~is ~~or our Board of Directors~~ also ~~maintains~~in the ~~right~~process ~~to suspend or terminate the 2011 Plan at any time. Awards~~ of ~~restricted~~reducing ~~stock~~overhead, ~~under~~including ~~the~~a ~~2011~~reduction ~~Plan~~in ~~may~~management ~~qualify for the “performance-based~~ compensation”. In ~~exception under~~ the ~~Internal~~interim, ~~Revenue Code of 1986 (~~the ~~“IRC”)~~Company ~~Section~~continues ~~162(m) pursuant~~ to ~~their~~operate ~~expected~~as ~~terms. Cash-based~~described ~~awards and awards of restricted stock, performance units and stock may qualify under Section 162(m) of the IRC if the terms of the award state,~~ in ~~terms~~its ofother anpublic ~~objective~~filings ~~formula~~made orwith ~~standard,~~ the ~~method~~Securities ofand ~~computing~~Exchange Commission ~~the amount of compensation payable under the award~~ and ~~preclude~~is ~~discretion~~in ~~to increase~~ the ~~amount~~process of ~~compensation~~contracting ~~payable~~with ~~under~~new ~~the terms of the award~~customers.

~~Amending~~There can be no assurance that the ~~2011~~Company will ~~Plan~~be able to obtain additional financing to continue operations at its current levels or that if obtainable, that such financing will be on terms that are advantageous to the Company and its stockholders.

~~The~~This ~~Board~~Current ofReport ~~Directors~~on ~~may~~Form ~~amend,~~8-K ~~alter,~~is ~~suspend,~~neither discontinue, or terminate the 2011 Plan, including, without limitation, any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any participant, or any other holder or beneficiary of any award theretofore granted, without the consent of any share owner, participant, other holder or beneficiary of an ~~award,~~offer orto ~~other~~sell person. The Board of Directors may also waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any awards theretofore granted, prospectively or retroactively, without nor the ~~consent~~solicitation of ~~any participant, other holder or beneficiary of~~ an ~~award. Except~~offer ~~as provided in the following sentence, the Board of Directors is authorized~~ to ~~make~~buy ~~adjustments~~securities ~~in the terms and conditions~~ of, ~~and~~ the ~~criteria included in, awards in recognition of unusual or nonrecurring events affecting the~~ Company, ~~any affiliate,~~ or ~~the financial statements of the Company or~~ any ~~affiliate,~~other orsecurities ofand ~~changes~~shall innot ~~applicable~~constitute ~~laws,~~an ~~regulations,~~offer ~~or accounting principles, whenever the Board of Directors determines that such adjustments are appropriate in order~~ to ~~prevent dilution~~ sell or ~~enlargement~~solicitation of ~~the~~offers ~~benefits or potential benefits~~ to bebuy ~~made available under the 2011 Plan. In the case of~~ any award that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the IRC, the Board of Directors will not have authority to adjust the award in any manner that would cause the award to fail to meet the requirements of Section 162(m)securities.

~~Options and Rights~~SIGNATURES

~~Options~~Pursuant ~~(the~~to ~~“Incentive Stock Option”) and stock appreciation rights (~~the ~~“Stock~~requirements of ~~Appreciation Rights”) may be granted under~~ the ~~2011~~Securities ~~Plan. The~~Exchange ~~exercise~~Act ~~price~~ of ~~options~~1934, ~~granted shall be determined by~~ the ~~Board~~registrant ofhas ~~Directors~~duly orcaused ~~the~~this ~~Compensation~~report ~~Committee;~~to ~~provided, however, that such exercise price per share under any Incentive Stock Option shall not~~ be ~~less~~signed ~~than 100% (110% in the case of a “ten-percent stockholder” as such term is used in Section 422(c)(5) of the IRC) of the fair market value of a share~~ on ~~the~~its ~~date~~behalf ofby ~~grant of such Incentive Stock Option. The Board or Committee shall fix~~ the ~~term~~undersigned hereunto ofduly ~~each Option, provided that no Incentive Stock Option shall have a term greater than ten years (five years in the case of a ten-percent stockholder)~~authorized.

A Stock Appreciation Right granted under the 2011 Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the fair market value of one share on the date of exercise or, if the Board of Directors or Compensation Committee shall so determine in the case of any such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over (2) the grant price of the right as specified by the Board of Directors or Compensation Committee. Subject to the terms of the 2011 Plan, the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Board of Directors or the Compensation Committee. The Board of Directors and the Compensation Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.


Date: February 2, 2012	THWAPR, INC.


	By:	/s/ Barry Hall
		Barry Hall
		Chief Financial Officer

Federal Income Tax Consequences

Grants under the 2011 Plane subject to various federal income tax consequences. Potential recipients are urged to consult their own tax advisors as to the specific federal, foreign, state and local tax consequences to them as a result of receiving an Award under the 2011 Plan.

Tax Deductibility under Section 162(m) of the IRC

Section 162(m) of the IRC disallows a public company’s deductions for employee compensation exceeding $1,000,000 per year for the chief executive officer and certain named executive officers. Section 162(m) contains an exception for performance-based compensation that meets specific requirements. The 2011 Plan is intended to permit all options to qualify as performance-based compensation at the Board of Directors’ or the Compensation Committee’s discretion. If an award is to qualify as such, it shall clearly state so in the award agreement.

Withholding

We have the right to deduct any taxes required to be withheld with respect to grants under the 2011 Plan. We may require that the participant pay to us the amount of any required withholding. The Compensation Committee may permit the participant to elect to have withheld from the shares issuable to him or her with respect to an option or restricted stock the number of shares with a value equal to the required tax withholding amount.

Item 9.01: Financial Statements and Exhibits

Exhibit No. Description

99.1 2011 Stock Option Plan

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.

Date: October 26, 2011	THWAPR, INC.
	By:	/s/ Barry Hall
		Barry Hall
		Chief Financial Officer

17 State Street, Suite 2000 ■ New York, NY 10004 ■ t: 212.732.7184 ■ f: 212.202.6380 ■ www.htwlaw.com

Filing Compare · Thwapr, Inc.