UNITED STATESSECURITIES ~~STATES~~AND EXCHANGE COMMISSIONWashington, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~_________________

Washington, D.C. 20549

FORM 8-K

_________________

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~ of earliest event reported):November 15, 2012

~~Date of Report (Date of earliest event reported): April 26, 2012~~_______________________________

THWAPR, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

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

_______________________________

410 South Rampart Boulevard Suite 390 Las Vegas, Nevada 89145 (Address of Principal Executive Office) (Zip Code)

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

~~Registrant's~~10080 ~~telephone~~Alta ~~number~~Drive, ~~including~~Ste. ~~area~~115,Las ~~code:~~Vegas, +1NV 89145(~~702~~Address of Principal Executive Offices) ~~726-6820~~(Zip Code)

~~Check~~(702) ~~the appropriate box below if the Form 8~~629-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ 6312(~~see~~Registrant’s telephone ~~General~~number, ~~Instruction~~including ~~A.2~~area ~~below~~code):

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))

~~Section~~ Item 3.01. -Notice ~~Securities~~of ~~and~~Delisting ~~Trading~~or ~~Markets~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

~~Item~~The Company ~~3.03:~~will ~~Material~~not ~~Modification~~file toa ~~Rights~~Form 10-Q with the Securities and Exchange Commission as is required under the Securities and Exchange Act of ~~Security~~1934. ~~Holders~~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.

~~Section~~ Item 5.02. Departure -of ~~Corporate~~Directors ~~Governance~~or ~~and~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ~~Management~~of Certain Officers

~~Item~~On November ~~5.05:~~9, ~~Amendment~~2012, toLeonard ~~Articles~~Dreyer orand ~~Bylaws~~Gurmit Brar resigned from the Board of Directors.

~~On April 26, 2012, the board of directors~~Item ~~of Thwapr, Inc~~8. (the “Company”), with the consent of the holder of approximately 72% of our outstanding shares of Series A convertible preferred stock (the “Series A Preferred Stock”), amended and restated the certificate of designation of such Series A Preferred Stock (the "Designation")01. ~~Based~~ onOther ~~the amended sections,~~Events

·On February ~~until~~2, ~~July~~2012 ~~18,~~in ~~2015,~~a ~~none~~Form of8-K filed with the ~~shares~~Securities ofand ~~Series~~Exchange ACommission ~~Preferred~~the ~~Stock~~Thwapr, Inc. (the “Company”) stated that it was experiencing a shortage in working capital and was actively seeking additional debt or ~~shares~~equity offinancing ~~common~~to sustain ~~stock~~operations ~~into~~at ~~which~~then current levels. The Company also stated that was in the ~~Series~~process Aof ~~Preferred~~reducing ~~Stock~~overhead, ~~may~~including a reduction in management compensation. The Company also stated that if additional financing was not obtained there would be ~~converted~~no assurance that the Company would be able to continue operations at then current levels. On February, ~~can~~27, 2012, the Company consummated a line of credit and restructuring agreement whereby $200,000 would be ~~sold~~made oravailable ~~otherwise~~over ~~transferred~~a byperiod of approximately four months. These funds were to be used for general working capital purposes. Since that time the ~~holder~~Company orhas been unable to obtain any additional financing with the exception of ~~such~~advances ~~holder~~from the Company’s ~~affiliates~~CEO ~~(other~~and ~~than~~CFO. The Company has completed testing of its technology in the United States and due to ~~such~~a ~~affiliates~~lack orof ~~immediate~~capital ~~family~~has ~~members~~now orceased ~~trusts~~any ~~established~~further ~~for~~operations in the ~~benefit~~United ofStates. ~~such~~It ~~family~~continues ~~members);~~to develop its products on a limited basis in Asia while it seeks additional funding.

·In our ~~each~~Form ~~share~~10-Q offiled ~~Series~~with Athe ~~Preferred~~Securities ~~Stock~~and ~~shall~~Exchange ~~vote~~Commission filed on May 21, ~~together~~2012 ~~with~~the ~~our~~Company ~~outstanding~~disclosed ~~common~~that ~~stock~~On March 27, 2012, atBruce ~~any~~Goldstein ~~meeting~~and ofUniversal ~~shareholders~~Management, orInc. on("Universal") ~~any~~filed ~~other~~a ~~matter~~summons ~~requiring~~and ~~shareholder~~complaint ~~consent,~~against onthe Company in the ~~basis~~Supreme Court of ~~one~~the ~~vote~~State ~~per~~of ~~share~~New York County of ~~Series~~New AYork, ~~Preferred~~alleging ~~Stock;~~breach ~~provided,~~of ~~that~~contract ~~upon~~between Mr. Goldstein and the ~~filing~~Company. Mr. ofGoldstein anowns ~~amendment~~Universal, tothrough which the ~~Articles~~Company ofengaged ~~Incorporation~~Goldstein ofto ~~the~~act ~~Corporation~~as ~~permitting~~a ~~the~~consultant ~~board~~and oflater ~~directors~~President toand ~~fix~~CEO of the ~~number~~Company. ofMr. ~~votes~~Goldstein tosought ~~each~~damages ~~outstanding~~in ~~share~~excess of ~~Series~~$225,000. AMr. ~~Preferred~~Goldstein ~~Stock~~has ~~shall~~filed befor ~~entitled~~a tosummary ~~cast,~~judgment ~~each~~against ~~share~~the ofCompany and ~~Series~~while Athe ~~Preferred~~Company ~~Stock~~does ~~shall~~not ~~have~~believe athat ~~number~~it ofowes ~~votes~~neither ~~equal~~Mr. toGoldstein nor Universal the ~~number~~amounts ofclaimed ~~shares~~in ofthe ~~Common~~lawsuit, ~~Stock~~it does ~~then~~not ~~issuable~~currently ~~upon~~have ~~conversion~~the ofresources ~~each~~to ~~share~~continue ofto ~~Series~~defend Athis ~~preferred~~claim. ~~stock;~~As ~~and~~such, we anticipate that in the future Mr. Goldstein will prevail against the Company.

·The Company ahas ~~majority~~changed its ofprincipal ~~the~~executive office ~~outstanding~~from ~~shares~~410 S. ofRampart ~~Series~~Boulevard, Suite A390, ~~preferred~~Las Vegas, ~~stock~~Nevada ~~will~~89145 beto ~~able~~10080 toAlta ~~amend~~Drive, ~~the~~Ste. ~~Designation~~115, Las Vegas, NV 89145.

The amended and restated Designation shall be effective upon filing it with Nevada's Secretary of State, which the Company intends to do immediately. A copy of the amended and restated Designation is attached as Exhibit 4.1 hereto. As stated above however, the existing voting rights shall not be changed until the Company receives approval to amend its Articles of Incorporation and files same with Nevada's Secretary of State.SIGNATURES

AsPursuant to at the ~~date~~requirements of ~~this Form 8-K,~~ the ~~Company is~~Securities ~~authorized~~Exchange toAct ~~issue 300,000,000 shares~~ of ~~Common Stock and an aggregate of 251~~1934,~~224,264~~ ~~shares~~the ofregistrant ~~Common~~has ~~Stock~~duly ~~are~~caused ~~issued~~this ~~and outstanding.~~report ~~To provide additional authorized common stock~~ to ~~accommodate~~be ~~additional~~signed ~~common~~on ~~stock~~its ~~that the Company may issue in~~behalf ~~the~~by ~~future,~~ the ~~Company~~undersigned ~~also~~hereunto ~~seeks~~duly ~~to increase its~~ authorized ~~capital from 300~~.~~0 million to 500.0 million shares.~~

Accordingly, the Company intends to amend its articles of incorporation (the "Amended Articles") to (i) increase the number of authorized shares of common stock from 300.0 million to 500.0 million shares, and (ii) authorize its board of directors to designate the voting power of the Series A preferred stock regardless of the equivalent voting ratio to common stock. In such connection, the Board approved the Amended Articles and is seeking to obtain the written consent of the holders of a majority of our 251.2 million outstanding voting shares (including the 47.2 million outstanding shares of our Series A voting convertible preferred stock) of the Amended Articles. Subsequently, the Company shall file a Schedule 14C information statement with the Securities and Exchange Commission and expects to mail such document to its shareholders in May 2012 and file the Amended Articles with the Secretary of State of the State of Nevada by the end of June 2012; the Amended Articles shall be effective upon such filing.

Date: November 15, 2012	Thwapr Inc.
	By	/s/ Barry Hall
		Name: Barry Hall Title: Chief Financial Officer

The foregoing document and transaction descriptions above are not complete and are subject to and qualified in their entirety by reference to all of the exhibits attached hereto and incorporated herein by reference. The foregoing information has been disclosed herein as it is material to the transactions and should not be construed as an offer to sell or solicitation of an offer to buy our securities.

This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy our securities or any other securities and shall not constitute an offer to sell or solicitation of offers to buy any securities.

Item 9. Exhibits

4.1 Amended and Restated Certificate of Designation of Series A Convertible Series A Preferred Stock

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: April 26, 2012	THWAPR, INC.
	By:	/s/ Barry Hall
		Barry Hall
		Chief Financial Officer

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