8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

March 29, 2010

Date of Report (Date of earliest event reported)

Seaospa, Inc.

(Exact Name of Registrant as Specified in Charter)

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

220 12th Avenue, 3rd Floor

New York, NY 10001

(Address of Principal Executive Offices)

(212) 268-0220

(Registrant’s telephone number, including area code)

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):

¨ 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))

Cautionary Notice RegardingForward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward-looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s pro forma financial statements and the related notes filed with this Form 8-K.

Unless otherwise indicated, in this Form 8-K, references to “we,” “our,” “us,” the “Company” or the “Registrant” refer to Seaospa, Inc., a Nevada corporation and its wholly owned subsidiary, Thwapr, Inc., a Delaware corporation.

Section 2 - Financial Information

Item 2.01      Completion of Acquisition or Disposition of Assets.

On March 29, 2010 (the “Closing Date”), Seaospa, Inc., a Nevada corporation (“Seaospa”), closed a voluntary share exchange transaction with Thwapr, Inc., a Delaware corporation (“Thwapr”), that is a mobile to mobile video and photo service provider, pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among Seaospa, certain stockholders of Seaospa, Thwapr and the stockholders of Thwapr (the “Thwapr Stockholders”).

Prior to the voluntary share exchange under the Exchange Agreement (“Exchange Transaction”), we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As a result of the Exchange Transaction, the Thwapr Stockholders acquired approximately 90% of our issued and outstanding common stock, Thwapr became our wholly-owned subsidiary, and the Company acquired the business and operations of Thwapr.

The Exchange Agreement contains customary representations, warranties, and conditions to closing.  The following description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which was filed as Exhibit 2.1 to a Current Report on Form 8-K on March 9, 2010 and is incorporated by reference into this Item 2.01.

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From and after the Closing Date, our primary operations will consist of the business and operations of Thwapr.  Therefore, we disclose information about the business, financial condition, and management of Thwapr in this Form 8-K.

Issuance of Common Stock and Warrants. At the closing of the Exchange Transaction, the Company issued 142,676,508 shares of its common stock and warrants to acquire 12,181,363 shares of its common stock to the Thwapr Stockholders in exchange for 100% of the issued and outstanding capital stock of Thwapr.  Immediately prior to the Exchange Transaction, the Company had 14,609,754 shares of common stock issued and outstanding, subsequent to the Stock Split described below.  Immediately after the Exchange Transaction, the Company had 157,286,262 shares of common stock issued and outstanding, of which 141,562,908 cannot be sold or traded (i) until June 9, 2012, if Thwapr has 10,000,000 registered users on such date, or (ii) upon a change of control of Thwapr.  Additionally, of the warrants outstanding, 10,950,003 shares of the underlying securities cannot be sold or traded (i) until June 9, 2012, if Thwapr has 10,000,000 registered users on such date, or (ii) upon a change of control of Thwapr.

Change in Management. As a condition to closing the Exchange Agreement and as more fully described in Item 5.02 below, Mr. Yakov Terner has resigned as President, Treasurer, and Director of the Company, and Mr. Yossi Benitah has resigned as Secretary and Director of the Company.  Effective March 22, 2010, Messrs. Bruce Goldstein, Maurizio Vecchione, and Barry Hall, the current directors of Thwapr, were appointed to the Company’s board of directors.  At the closing of the Exchange Transaction, Mr. Goldstein was appointed President and Chief Executive Officer, Maurizio Vecchione was appointed as Chairman of the Board, and Mr. Hall was appointed Chief Financial Officer, Treasurer, and Secretary.  Other key members of the management team include Mr. Eric Hoffert as Integrated Chief Technology Officer, Mr. Duncan Kennedy as Chief Operating Officer, and Mr. Leigh Newsome as Vice President of User Experience, each of whom were appointed as of the Closing Date.

The following persons consist of the Company’s new executive officers and directors:

Name	Age	Position
Bruce Goldstein	61	Director, President and Chief Executive Officer
Maurizio Vecchione	48	Chairman of the Board
Barry Hall	61	Director and Chief Financial Officer

The Company previously filed and mailed the Information Statement required under Rule 14(f)-1 to its stockholders on or about March 10, 2010, and the ten-day period prior to the change in the majority of the Company’s directors as required under Rule 14(f)-1 expired on March 20, 2010.  Additional information regarding the above-mentioned directors and/or executive officers is set forth below under the section titled “Management”.

Stock Split.  As a further condition to the closing of the Exchange Transaction, the Company has undertaken a recapitalization whereby each share of the Company’s common stock was exchanged for three shares of the Company’s common stock, with the same rights, privileges, and obligations (the “Stock Split”), effective March 29, 2010.  Subsequent to the Stock Split, the authorized capital stock of Seaospa currently consists of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock.

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DESCRIPTION OF BUSINESS

General

Thwapr, Inc. was incorporated in the State of Delaware on March 14, 2007 under the name Mobile Video Development, Inc.  In July 2009, the company’s name was changed to Thwapr, Inc. The primary purpose of Thwapr is to develop systems, applications and software that allow users and brands to share pictures and video to mobile phone users regardless of device, platform or carrier. Additionally, Thwapr expects to enable users to easily capture and share pictures and videos on their phones with other mobile and desktop users and into social networks. Thwapr plans to derive revenues from banner and video advertising on its mobile and desktop websites and from mobile media messaging fees from brand sponsors. Thwapr also plans to sell premium services to users and brands via subscriptions and other fees. In December 2009, Thwapr launched a public beta test of its service.  Thwapr expects to launch its service in 2010 but does not anticipate generating any meaningful revenues until such time that a significant number of users and brands have signed up for and are using the service.   This service will be launched under the name of Thwapr, a trademark it owns.

Thwapr has been in the developmental stage since inception and has conducted virtually no revenue generating operations. The technology underlying Thwapr’s product is complex and as such, a significant amount of development expense has gone into the creation of the Thwapr service infrastructure.    To minimize start-up costs, Thwapr uses only consultants for its activities at this time and has no full-time employees and owns no real estate or personal property. For its development and other operations, Thwapr employs independent contractors on a part-time and full-time basis. Thwapr expects to convert most of these independent contractors to employees over time as funding becomes available.

Thwapr’s business is subject to several significant risks, any of which could materially adversely affect its business, operating results, financial condition and the actual outcome of matters as to which it makes forward-looking statements.  (See “Risk Factors.”)

Market Overview

While video and picture sharing on the Internet have been around for some time now, the task can be cumbersome and frustrating on most mobile devices.  Multiple carriers and phone types with limited or no interoperability can make this potentially powerful communications tool languish in the background while texting and social networking Internet sites continue to grow and thrive.  As a result, Thwapr believes that mobile phone users have in the past struggled to use this feature on their phone to the extent that they would like.  Compounding this problem is the continuing trend for mobile phone equipment manufacturers to offer new phones with additional capabilities while the mobile phone carriers are enhancing their 3G (and soon 4G) networks to allow users to take advantage of these capabilities.  Additionally, users wishing to share videos from a camera phone are at times required to synchronize their phones with a computer, making the process impossible while strictly mobile. As a result, Thwapr believes that the power of real-time video sharing which many camera phones promise is rarely realized.

MMS.  One possible solution is the use of MMS (Multimedia Messaging Service) to send pictures and videos. MMS is a standard developed by the Open Mobile Alliance, an industry consortium.  MMS can be an effective way to send pictures from one person to another, but as the mobile experience moves from photo to videos and more importantly from point to point communication to social networks, MMS may begin to encounter substantial scalability issues. MMS approaches sending of rich media with a lowest common denominator to provide a video experience that will be common across handsets rather than providing the best possible experience a handset can provide.  More specifically, MMS does not work consistently for video and relies on the H.263 legacy video compression method (which is no longer state of the art) which typically generates quarter screen resolution and which Thwapr believes is limited to just 176 x 144 pixels.  Also, in Thwapr’s internal tests between different types of handset and carriers, MMS delivery failures were frequent, in some cases approaching an 80% failure rate.

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Other limitations of MMS are as follows:

· File size limitation. MMS videos are generally limited in duration by file size. Limits include 10, 15, or 30 second duration for video, and file size is often limited to 100, 200, or 300 Kbytes. These limits can be imposed both by carriers and by handset makers. While most customers understand a limitation by duration (for example 30 seconds), most phone users, in Thwapr’s experience,  have no idea how to even find the file size of a video on their handset.

· MMS video is not stored in “The Cloud.”  An MMS file is generally not accessed easily from a PC. If the mobile phone user switches to another handset, that user must often first manually transfer the MMS picture or video to PC and then transfer it back to the new handset, a cumbersome process.

· Conversation limitations.  It is Thwapr’s opinion that on most devices, MMS does not allow a fluid interface for back and forth “video conversations.”   You cannot easily comment on someone's MMS video which Thwapr believes is an important aspect of social networking when sending and receiving videos and pictures. The most notable exception is Apple’s iPhone, where a good interface exists for this type of commenting. Even on the iPhone, however, this is limited to one-to-one conversations, instead of communicating with groups of users.

· Inability to geotag.  MMS video generally does not include location information, also called a “geotag.”  Thwapr believes that geotagging can significantly enhance the social networking experience.

· Difficulty interfacing with social networks.While it is possible to post an MMS picture or video to a Facebook or Twitter account, it can be a very complicated process.

· Standard setting delays.  As new technologies to enhance MMS are developed, their adoption will be governed by the MMS standards setting process.  This is likely to result in significant delays in enhancement, implementation and evolution of the technology.

Video on Mobile Phones.  Most major manufacturers of mobile phones either already have, or plan to, deliver handsets with video capabilities into the market, often with multiple tiers of devices with unique profiles.  Dozens of companies have developed and continue to maintain databases that capture the differences between handsets, at significant expense. Some of the hardware-related mobile video considerations include:

· High resolution color screens that can render a quality video experience in portrait or landscape mode is a key consideration. Quality is determined by brightness, the ability to generate a high number of colors, and screen visibility indoors and outdoors. Screen size also impacts the overall user experience; half an inch can make a world of difference. The diversity of handsets in the display area is substantial.

· Video tends to have little value without being accompanied by acceptable audio. A number of standard and proprietary audio codecs have been developed to achieve maximum quality with minimum network impact at the lowest cost.

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· Handset based clients are required for streamed and downloaded video content. The variety of media players — and associated DRM schemes — means phones can often only play formats that are supported by that player.

Smartphones.  Smartphones have emerged as a fast growing sector of the market, blending multi-media, data and internet access and mobile communications.  Additionally, Thwapr believes that the smartphone market, most of which by definition is media enabled, will be a  growth market that will allow carriers to add a variety of revenue streams attached to data and multi-media messaging.  Thwapr also believes that as smartphones continue to penetrate the market, demand for video sharing services will grow dramatically.   Mobile phone equipment manufacturers continue to offer new phones with additional capabilities while the mobile phone carriers will need to enhance their 3G and soon 4G networks to allow users to take advantage of these capabilities.

Video and Picture Sharing Approaches.  The current market is highly fragmented, with many companies and organizations offering service for the mobile phone video and picture market.  Generally, these services fall under five categories:

· MMS, which was described earlier.

· Mobile-to-Web, where mobile phone users post their pictures or videos on a Website to share with others.  This category has a number of participants, and there is little product differentiation between and among them.

· Web-to-Mobile, when pictures or videos are posted on Websites and then download to phones using a proprietary application.  This category usually requires some kind a relationship with a carrier and also has a number of participants.

· Propriety Mobile-to-Mobile, where the user utilizes a proprietary application to send pictures or video from one phone to another.  Again, a carrier relationship is usually required for this service.

· The Thwapr Open Mobile-to-Mobile, where no proprietary application is required, nor is a carrier relationship.

While the entire market is nascent, Thwapr believes that leaders will emerge based on their brand recognition, number or users in their network, ease of use and financial resources.Additionally, many of these service are free while others charge a use or monthly fee.  Others appear to be focused on an advertizing based model.  At this time, the size of the market is indeterminable but is generally thought to be growing and viable.  Thwapr believes that the size and ultimate viability of the market will be based on the ease of use, cost to use, adoption rate of smartphones and the acceptance of brands that mobile is a viable advertizing medium.

Competition.  The industry for services and applications related to mobile phones is extremely competitive and fragmented but includes several large companies with worldwide name brand recognition and substantial financial resources.   In attempting to attract users to its proposed service, Thwapr will be competing with online providers of audio and video entertainment, web-based video channels, social networking Internet sites and other similar businesses that compete for the general public’s business in this market. There can be no assurance that other companies will not develop technologies superior to Thwapr’s technology, that new technologies will not emerge that render Thwapr’s technology obsolete or that a competing company or companies will not be able to capture more market share than Thwapr is able to capture due to name recognition and the expenditure of greater amounts for marketing and advertising.  Moreover, such brands as YouTube and Facebook have already begun a move to the mobile market.

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Other competitors include the following, segregated by their video and picture sharing approaches:

· Mobile-to-Web and Web-to-Mobile: Flixwagon, Kyte, qik, 12seconds, Zannel, twitvid, Shozu, livestream, vidly and twitpic.

· Proprietary Mobile-to-Mobile: Movius, LiveCast, Aylus Networks, and knocking.

To the best of Thwapr’s knowledge, there are no direct competitors in the Open Mobile-to-Mobile approach.

Strategy

Thwapr is developing mobile media services directly for the mobile phone industry.  In addition, Thwapr plans for these services to allow its customers to interact with a variety of other services available through the Internet, such as Facebook and Twitter.  Today, Thwapr’s web browser application supports more than 200 mobile handsets with coverage planned to expand to thousands of handsets; the service also runs on Macs and PCs. An extended set of native mobile phone applications are planned to optimize the capture and sharing experience for Apple iPhone, iPad, Android, and Research in Motion OS, among others. Even though applications are expected to be available, there is no need to download or install any additional software to receive Thwapr media.

Thwapr continues to develop what it believes to be a seamless solution to the problem of video and picture sharing using mobile phones and devices.  Thwapr’s service is expected to allow anyone with an Internet and picture or video enabled mobile phones to be able to both send and receive these images regardless of technical sophistication.  In the future, the service capabilities may also allow Thwapr’s customers to create their own personal media social networks, where members can share and communicate through rich media mostly through their mobile phones.  Thwapr’s goal is to become the leading service for sharing pictures and video to mobile phones – regardless of carrier or device – for brands and users alike.

In summary, Thwapr plans for its service to provide the following innovations to its users:

· Mobile technology for sending photos and videos directly to friends’ mobile phones optimized for socialization and communication amongst users;

· Support the largest possible number of mobile carriers worldwide through Thwapr’s adaptive transcoding and delivery service, expecting to offer the ultimate in interoperability;

· Support most WAP enabled camera phones, video phones, smartphones and full-featured browsers for wide compatibility in video playback;

· Require no applications to download (i.e., not limited to just smartphones or phones running a certain operating system) or on-deck solutions requiring a user to have a certain phone or operating system; and

· Target to deliver industry leading ease of use so that if you can send an SMS, you can create your own Thwapr channel.

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Thwapr is expected to make it easy to share pictures or video on mobile devices and to distribute this content into social networks. End-users can share multimedia content with mobile family and friends, and brands can distribute content to mobile fans and consumers.  Thwapr’s goal is to enable easy mobile picture and video sharing and conversations around content on a global basis supporting both consumers and brands.

Thwapr believes that mobile phones with text messaging and a data plan can automatically show a Thwapr picture or play a Thwapr video clip. Thwapr can serve instant-play video to a phone dynamically using its cloud-based servers.  A Thwapr user can shoot or select a picture or video, and email it to their Thwapr account. From Thwapr’s mobile browser interface, a user can select one or more people with whom to share the picture or video.  Thwapr then sends the recipients a text message with a URL link in it, which enables the viewing of the picture or the video. Thwapr users may also upload media content from a desktop computer such as a Mac or PC and share the content to mobile users; likewise they can upload content from a native application platform (i.e., Apple iPhone OS) and share to those same users.

Recipients of the video or picture do not need to sign-up, login, or even know that their phone has a media player to receive media content. Thwapr determines mobile phone attributes that a user has based on a set of unique device detection processes.  Thwapr deploys a distributed database regarding how to serve pictures or video to each kind of phone.  Thwapr delivers different types of video experiences based on phone type.  For example, on an Apple iPhone, progressive download video is served; for a Blackberry Curve, streaming video is deployed; on a Motorola RAZR, a 3GP download file is utilized, and on a legacy flip phone, an animated GIF preview may be shown. Users who receive content can also post their Thwapr media into major social networks such as Facebook or Twitter.

Smartphone Apps.  One popular feature of Smartphones is the use of “Apps.”  Apps, short for application software, are designed to help a user perform specific tasks.  Generally, Apps are downloaded by users from an app store directly on to their mobile phone.  While the Thwapr service does not require an App, Thwapr understands the desirability of having a Thwapr App for the most popular Smartphones on the market to ease usability.  To that end, Thwapr has partnered with a mobile app software developer to develop an App for the Apple iPhone.  This App should allow iPhone users to more easily and quickly capture pictures and video and share this media with contacts in the iPhone address book via the Thwapr service.  The App is expected to also provide additional features such a geotagging.  In the future, Thwapr plans to have additional Apps developed for Smartphones using the Android, RIM and Symbian mobile phone operating systems.  This will be subject to the availability of funding and the relative take up rates of the service on those platforms. Additionally, when new Smartphone operating systems are introduced and penetrate the market, it is Thwapr’s intention to continue developing Thwapr Apps for those that become market leading.

Disadvantages of Thwapr.  While Thwapr believes its approach to mobile video and picture sharing has many advantages over alternative approaches, it does also have some disadvantages.  First, to use the Thwapr service, the user must purchase a data plan from their service provider.  Second, Thwapr customers are notified of their Thwapr via text messaging.  Should the user not have an unlimited data plan, this could result additional usage charges.  Finally, Thwapping is a multi-step process and until we develop apps for the service, some users may believe the process is too time consuming and complicated.

Revenues and Customers

General.Thwapr is expected to be principally an advertising and sponsor supported business. Thwapr believes that it has the potential to achieve significant market penetration and growth since every user of the product, by virtue of his inviting his friends to be part of his personal media network, could generate many additional users for the Thwapr service. Thwapr believes that the viral nature of its business model is essential to understanding the potentially explosive growth of its user base. While this potential exists, Thwapr has not yet experienced the material growth of users that evidences this potential. As a result, the assumption for viral user acquisition remains untested at this time.

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Advertising.  Thwapr’s customers are expected to drive the opportunity for advertising insertions. Thwapr is designing its service interface and workflow to maximize the use of ad insertions without becoming obtrusive.   Additionally, in the future, Thwapr may offer premium services for which it will be able to charge the user directly.  Finally, Thwapr expects to partner with brands that will sponsor the delivery of pictures and videos and to charge a fee for delivering each unit of media. Thwapr is building into its products revenue opportunities to monetize users. Thwapr believes that it may offer a strong ability to have users attract more users. This is because when sharing a video, Thwapr users are likely to naturally invite others to use the system. This viral model has the potential to drive dramatically up the user numbers, and in turn the page-views activated by these users. Thwapr’s business model is expected to be principally ad-supported, leveraging the large volume of page-views generated by its users as well as leveraging Thwapr’s unique ability to provide ad-insertions pre- and post-roll, automatically transcoded to play on each target mobile device. Additionally, Thwapr has identified sponsorship-advertising opportunities leveraging its ability to contextualize advertising around user profiles and geo-location information. This combination of video insertion and contextualized targeted advertising should make Thwapr compelling to advertisers targeting the mobile space. Additionally, Thwapr is planning to offer premium services, as well as ad-free services for monthly subscription levels.  Thwapr is currently surveying the market to determine what can be charged for such services; however, its immediate focus will be on gaining as many users of Thwapr as possible in the shortest amount of time.  

While the potential for developing significant revenue streams in the future by monetizing users exists, Thwapr has not yet reached a stage where that potential has been validated. As a result, delivering on this potential contains significant risks, as discussed in the “Risk Factors” section of this document.

Sales and Distribution.  Thwapr intends to acquire new users of its service through strategic partnerships, targeted paid user acquisition campaigns and the viral growth derived from social media.

Thwapr intends to generate revenue from three sources: (a) advertising sales; (b) premium services; and (c) sponsored services.  Sponsored services are ‘Thwaps’ or video messages sold to sponsors on a volume basis.

There are 5 planned distribution channels for Thwapr’s services:

· Thwapr’s mobile and desktop website;

· Partner and sponsor websites that will offer a “send to mobile” button, which accesses Thwaprs service and enables sending of partner content to partners users;

· App stores;

· Handset and carrier partnerships and bundling deals; and

· Third party applications which access Thwapr’s Application Programmers Interface (API).

Pending Business Relationships.  Thwapr has entered into a Memorandum of Understanding agreement with a popular photosharing Website to deliver advertising supported photos to mobile users.  This is a prototypical service and is no guarantee of a future contract and future revenues.  Additionally, Thwapr is in various stages of discussion and negotiations with a variety of entertainment and sports brands to provide mobile video distribution service to these entities.

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Third Party Developers.  Thwapr also intends two services for third party developers: (a) a ‘Thwap It Now’ button which allows any website to add Thwapr’s services and (b) an Application Programmers Interface (API), which will allow third party smartphone application developers to utilize our services from multiple platforms.

Technology

Thwapr is designed to provide a solution to the problem of sharing multimedia content, particularly digital video from one mobile device user to another, from one mobile device user to a number of mobile device users, or from a brand delivering media content to thousands, tens of thousands, or hundreds of thousands of users. To successfully support interoperable multimedia sharing, Thwapr’s platform must deal with a multitude of file formats, bit rates, screen resolutions, interaction modes, and audio and video codecs all of which create complexity within the framework of mobile video experience.

Transcoding.  Transcoding is the decoding and re-encoding of digital content from one video format to another.  Transcoding is often necessary to enable playback of media on different devices.  Transcoding video is especially challenging because the sheer number of parameters can make devices that support the same video “standards” incompatible.  When you add the complexities layered on top of the devices from the carriers either for delivery, playback, interaction, and interoperability, the result is a very difficult technological challenge.   To better understand this complexity, and technical challenges, consider the process to track video content from creation through the various paths that lead to consumption.  Along the way, the content may need to be transcoded many times so that it may be distributed over various networks and to a wide assortment of devices.

Interoperability Issues.  Significant interoperability issues begin with the variables associated with simple home video, involving NTSC or PAL, standard or widescreen video and competing next-generation high-definition formats.  These issues increase dramatically when Internet video is added with codecs such as Windows Media Video (WMV) and VC-1, H.264, DivX, On2’s VP6, Sorenson 3 and Sorenson.  Adding to this complexity is the ongoing evolution of Flash video.  Additional challenges result from content providers and device manufacturers that optimize bit rates, resolutions and other parameters to balance video quality and download times.   Finally, on the mobile side, the thousands of different handset configurations in use today force specific unique video formats.  In simplest terms, a single piece of multimedia content might need to be transcoded to 100 variations (i.e., video bit rate, video frame rate, video picture resolution, compression algorithm, audio sampling rate, audio bit depth, streaming, progressive download, and download, among others) to guarantee playback across various mobile devices.

No service can mandate that all content must be produced in a specific standard if they are dealing with User Generated Content (UGC) or mobile media sharing.  For UGC, there is a need to deal with the uncertainties associated with numerous end-user devices and multiple networks with differing technical infrastructures and speeds.  The approach used by most content aggregators to deal with this issue is “pre-transcoding”.  That is, the content aggregator ingests content and transcodes it into all of the proper formats a priori; only then is the content distributed.  This time-consuming process delays the posting of content and creates the need for massive amounts of hardware required for the processing of the ingested video.

A great deal of content is pre-transcoded. That is, content aggregators ingest content and transcode it into their “chosen” format or formats; only then is the content is put online. This can delay the posting of content for access by end-users.  However the challenge of transcoding takes on a new dimension when one considers the enormous volume of online content.   Thwapr anticipates that volume will continue to skyrocket in the coming years as consumption increases.  With many individual sites taking in thousands upon thousands of videos each day, there is a non-stop process, especially if the target is the myriad formats and codecs that target many of the top mobile phones.  This problem is exacerbated by the fact that the type and underlying formats of mobile phones are moving targets with a high velocity of change. Transcoding in this context is already a complex process.

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Transcoding Solution.  The centerpiece of the Thwapr technology is a hybrid transcoding system.  Thwapr’s transcoding technology can detect, in real-time, the handset, carrier and operating system of each destination device in order to determine mobile device attributes (video formats, screen size and type, browser, operating system) and then delivers videos and photos individualized for each user's device and carrier in real-time; this is combined with selective pre-transcoding for a small commonly used set of formats. The complete process utilizes hybrid transcoding and adaptive rendering, a differentiator versus other approaches to mobile media sharing. Thwapr anticipates that this seamless process should make it possible to achieve high level of ease of use while delivering the highest quality video and Web experience that each user's phone can support.  Thwapr’s infrastructure integrates multiple databases, sourced commercially and via open source, and updated on a regular basis to determine optimization parameters for the transcoding process.  Ultimately thousands of devices and permutations of operating systems may have to be addressed in the Thwapr device optimization database.  There can be no assurance that Thwapr will be able to service all of the mobile phones that will be introduced into the market.

In addition to a broadly accessible Web service, Thwapr plans to release native applications for major smartphone operating systems such as Apple iPhone OS, Android, and Research in Motion OS; these applications are expected to optimize the Thwapr user experience for capturing and sharing media.

Intellectual Property

Patents.  Thwapr is developing unique intellectual property for its service. The centerpiece of the Thwapr technology is expected to be a process that detects mobile device attributes (video formats, image formats, video capabilities, screen size, screen type (i.e., touch vs. static), mobile web browser, operating system) and delivers videos and photos individualized for each user's device and carrier in real-time. This process is covered by a provisional patent filing and Thwapr is expecting to leverage that into a series of patent applications within the required statutory terms of the provisional patent filing. The Thwapr process utilizes hybrid transcoding and adaptive rendering, key differentiators versus other approaches to mobile media sharing. Hybrid transcoding combines pre-transcoding and real-time transcoding while adaptive rendering scales the end-user web experience from a simplistic HTML web browser on a flip phone all the way up to a large screen multi-touch modern WebKit browser. This seamless process makes it possible to achieve an extraordinary level of ease of use while delivering the highest quality video and Web experience that each user's phone can support.

Key topic areas for the Thwapr provisional patent filed on September 22, 2009 include:

· Email / SMS methods to enable adaptive multimedia upload and playback on mobile devices;

· Hybrid transcoding via pre-transcoding and on-demand transcoding;

· Automatic video compositing of adaptively transcoded media;

· Client multimedia playback, device rendering, and device interaction attribute detection;

· Adaptive device rendering for multimedia playback optimization;

· Adaptive download and playback including segmented file structures; and

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· Social networks and communication models for adaptively transcoded and played back media.

There can be no guarantee that Thwapr will be awarded a patent on any or all of the subject areas described above.  Subject to available funding, Thwapr plans to file a number of full patent applications.  This will be done on the basis of the provisional patent as well as any new inventions that Thwapr may develop.

Thwapr will continue to evaluate its business benefits in pursuing patents in the future.  Thwapr currently protects all of its development work with confidentiality agreements with its engineers, employees and any outside contractors.  However, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute Thwapr’s intellectual property or technology or otherwise develop a product with the same functionality as its service. Policing unauthorized use of intellectual property rights is difficult, and nearly impossible on a worldwide basis. Therefore, Thwapr cannot be certain that the steps it has taken or will take in the future will prevent misappropriation of its technology or intellectual property, particularly in foreign countries where it does business or where its service is sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where the enforcement of such laws is not common or effective.

Trademarks.  Thwapr has filed and received approval for trademarks on its company name “Thwapr” and its tagline “Get Your Moments Moving.”  There can be no assurance that Thwapr will receive trademark protection on any future applications.

Regulation

Thwapr will be subject to various federal, state and local laws that govern the conduct of its business, including state and local advertising, digital rights management, consumer protection, credit protection, licensing, and other labor and employment regulations.  Thwapr does not anticipate at this time that the costs of complying with such regulations will have a material effect on its business or financial condition, but there are no guarantees that new regulatory and tariff legislation may not have a materials negative effect on Thwapr’s business in the future.

Employees

Thwapr currently has no employees.  Thwapr engages the services of independent contractors to assist it with management in developing its product offering.  Thwapr plans to engage full-time employees, including transferring some or all of these contractors to employee status, as its business develops and when it obtains sufficient working capital.

Corporate Information

The principal executive office for Thwapr is located at 220 12th Avenue, 3rd Floor, New York, New York 10001. Thwapr’s main telephone number is (212) 268-0220 and its fax number is (212) 537-5804.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this on Form 8-K before making an investment decision with regard to our securities. The statements contained in or incorporated into this Form 8-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

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Risks Relating to Our Business and Industry

We are a development stage company with a limited operating history on which to evaluate our business or base an investment decision.

Our business prospects are difficult to predict because of our limited operating history, early stage of development, unproven business strategy and unproven product. We are a development stage company that has yet to generate any revenue. Since our inception on March 14, 2007, it has been our business plan to design, develop, manufacture and distribute our Thwapr service. Thwapr has only been introduced in selected test markets and there is no guarantee that our product will be able to generate any significant revenues.  As a development stage company, we face numerous risks and uncertainties in the competitive markets.  In particular, we have not proven that we can:

· develop our product offering in a manner that enables us to be profitable and meet our customers’ requirements;

· develop and maintain relationships with key customers and strategic partners that will be necessary to optimize the market value of our products and services;

· raise sufficient capital in the public and/or private markets; or

· respond effectively to competitive pressures.

If we are unable to accomplish these goals, our business is unlikely to succeed and you should consider our prospects in light of these risks, challenges and uncertainties.

We have no revenues and have incurred and expect to continue to incur substantial losses.

Since inception through September 30, 2009, we have not generated any revenues and approximately $3,579,000 has been invested in the Company to date.  We have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future.  For the year ended December 31, 2008, our net loss was $891,552 and as of September 30, 2009 our accumulated deficit, excluding non-cash charges, was $2,568,554.  We anticipate that our existing cash and cash equivalents will not be sufficient to fund our short term business needs and we will need to generate revenue or receive additional investment in the Company to continue operations.  In addition, our business operations may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses. We expect that capital outlays and operating expenditures will continue to increase as we attempt to expand our infrastructure and development activities and we will require significant additional capital in order to implement our business plan and continue our operations.  It is uncertain when or if we will generate revenues from product sales or the licensing of our technology.

Our auditors have expressed uncertainty as to our ability to continue as a going concern.

Primarily as a result of our recurring losses and our lack of liquidity,  we received a report from our independent auditors that includes an explanatory paragraph describing the substantial uncertainty as to our ability to continue as a going concern as of our fiscal year ended December 31, 2008.

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We are in the early stages of product development and, if we are unable to successfully develop our products and services, we will not be able to implement our business strategy.

We are a development stage company and are in the early stages of developing our products and services and we have not yet successfully completed the development of any products or services.  We may be unable to complete the development of our products or services or, if developed, update our products and services to address changing industry conditions and our competition.  Furthermore, no assurance can be given that our products or services, even if successfully developed, will generate sufficient revenues to enable us to be profitable.  If we do not successfully develop our products and services, our ability to implement our business strategy and our results of operations and financial condition will be materially adversely affected.

If we are unable to establish sales and marketing capabilities we may not be able to generate sales and product revenue.

We do not currently have an organization for the sales, marketing and distribution of our services.  Our strategy is to enter into agreements or other arrangements with carriers to market our products and services.  We need to develop and maintain strategic relationships with these entities in order for them to market our products and services to their end users.  We expect to face severe competition in this effort to establish strategic relationships from other companies vying for the same type of relationships with carriers.  Some of these competitors may have a competitive advantage over us in obtaining agreements with carriers due to their size, reputation, relative financial stability or longer operating history.  If we are unable to establish such relationships on terms that are favorable to us, or at all, we may not be able to penetrate the market on a scale required to become viable or profitable.

If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised.

We have limited capital resources and operations. To date, our operations have been funded entirely from the proceeds from equity and debt financings.  We expect to require substantial additional capital in the near future to develop and market new products, services and technologies.  We currently do not have commitments for financing to meet our expected needs and we may not be able to obtain additional financing on terms acceptable to us, or at all.  Even if we obtain financing for our near term operations and product development, we expect that we will require additional capital beyond the near term.  If we are unable to raise capital when needed, our business, financial condition and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations.

If we borrow money to expand our business, the likelihood that investors may lose some or all of their investment may increase.

We anticipate that we may incur debt for financing our growth.  Our ability to borrow funds will depend upon a number of factors, including the condition of the financial markets.  If we receive debt financing, it will have priority in any liquidation over the claims of holders of our stockholders, which could increase the risk of loss of your investment in our common stock.  In addition, our payment obligations with respect to any indebtedness could divert funds away from operations, marketing and product development efforts.

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Our products and services are based on new and unproved technologies and are subject to the risks of failure inherent in the development of new products and services.

Because our products and services are and will be based on new technologies, they are subject to risks of failure that are particular to new technologies, including the possibility that:

· our new approaches will not result in any products or services that gain market acceptance;

· our products and services may unfavorably interact with other types of commonly used applications and services, thus restricting the circumstances in which they may be used;

· proprietary rights of third parties may preclude us from marketing a new product or service; or

· third parties may market superior or more cost-effective products or services.

As a result, our activities may not result in any commercially viable products or services, which would harm our sales, revenue and financial condition.

We face intense competition and expect competition to increase in the future, which could prohibit us from developing a customer base and generating revenue.

There are many companies who will compete directly with our planned products and services.  These companies may already have an established market in our industry.  Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours.  Additionally, there are not significant barriers to entry in our industry and new companies may be created that will compete with us and other, more established companies who do not now directly compete with us, may choose to enter our markets and compete with us in the future.

Our business depends upon our ability to keep pace with the latest technological changes, and our failure to do so could make us less competitive in our industry.

The market for our products and services is characterized by rapid change and technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards.  Products using new technologies or emerging industry standards could make our products and services less attractive.  Furthermore, our competitors may have access to technology and strategic relationships not available to us, which may enable them to produce products of greater interest to consumers or at a more competitive cost.  In addition, our competitors may have greater financial resources, greater experience in critical areas such as development, testing, marketing and sales, and proprietary rights that prevent us from developing certain technology without compensating them.  Failure to respond in a timely and cost-effective way to technological developments in our markets may result in serious harm to our business and operating results. As a result, our success will depend, in part, on our ability to develop and market product and service offerings that respond in a timely manner to the technological advances available to our customers, evolving industry standards and changing preferences.

If our services developed for mobile devices do not gain widespread adoption by the devices’ users, we will not generate sales or substantial revenue and our financial condition will be adversely affected.

The commercial success of our future products and services will be dependent on their acceptance by potential customers.  Our services are developed for mobile devices and may not be compelling to users due to a number of reasons, including, among others, competitors’ services, service failures, or our inability to adequately market our services.  If we are unable to attract mobile device users to our services, we may be unsuccessful in attracting both advertisers and premium service subscribers to these services, which could have a material adverse impact on our financial condition and operating results.

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Our  services may experience quality problems from time to time that can result in decreased sales and operating margin.

We expect to provide a highly complex service that may contain defects in design and manufacture that may not enable our service to operate on all devices for which they are intended.  There can be no assurance we will be able to detect and fix all defects in the products or services we provide. Failure to do so could result in lost revenue, harm to our reputation, and other expenses, and could have a material adverse impact on our financial condition and operating results.

Major network failures could have an adverse effect on our business.

Major equipment failures, natural disasters, including severe weather, terrorist acts, acts of war, cyber attacks or other breaches of network or information technology security that affect third-party networks, transport facilities, communications switches, routers, microwave links, cell sites or other third-party equipment on which we rely, could cause major network failures and/or unusually high network traffic demands that could have a material adverse effect on our operations or our ability to provide service to our customers. These events could disrupt our operations, require significant resources to resolve, result in a loss of customers or impair our ability to attract new customers, which in turn could have a material adverse effect on our business, results of operations and financial condition.

If we experience significant service interruptions, which could require significant resources to resolve, it could result in a loss of customers or impair our ability to attract new customers, which in turn could have a material adverse effect on our business, results of operations and financial condition.

In addition, with the growth of wireless data services, enterprise data interfaces and Internet-based or Internet Protocol-enabled applications, wireless networks and devices are exposed to a greater degree to third-party data or applications over which we have less direct control. As a result, the network infrastructure and information systems on which we rely, as well as our customers’ wireless devices, may be subject to a wider array of potential security risks, including viruses and other types of computer-based attacks, which could cause lapses in our service or adversely affect the ability of our customers to access our service. Such lapses could have a material adverse effect on our business and our results of operations.

Concerns about health risks associated with wireless equipment may reduce the demand for our services.

Portable communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions from these devices.  The actual or perceived risk of mobile communications devices could adversely affect us through a reduction in mobile communication devise users, thereby reducing potential users of our services.

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If we are not able to adequately protect our intellectual property, we may not be able to compete effectively.

Our ability to compete depends in part upon the strength of our proprietary rights in our technologies, brands and content. We expect to rely on a combination of U.S. and foreign patents, copyrights, trademark, trade secret laws and license agreements to establish and protect our intellectual property and proprietary rights.  We have filed for certain patents on our core technology, however, to date no patents have been issued and there is no certainty that we will ever be issued patents protecting our intellectual property.  The efforts we have taken and expect to take to protect our intellectual property and proprietary rights may not be sufficient or effective at stopping unauthorized use of our intellectual property and proprietary rights. In addition, effective trademark, patent, copyright and trade secret protection may not be available or cost-effective in every country in which our services are made available.  There may be instances where we are not able to fully protect or utilize our intellectual property in a manner that maximizes competitive advantage. If we are unable to protect our intellectual property and proprietary rights from unauthorized use, the value of our products may be reduced, which could negatively impact our business. Our inability to obtain appropriate protections for our intellectual property may also allow competitors to enter our markets and produce or sell the same or similar products. In addition, protecting our intellectual property and other proprietary rights is expensive and diverts critical managerial resources. If we are otherwise unable to protect our intellectual property and proprietary rights, our business and financial results could be adversely affected.

If we are forced to resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome and expensive. In addition, our proprietary rights could be at risk if we are unsuccessful in, or cannot afford to pursue, those proceedings.  In addition, the possibility of extensive delays in the patent issuance process could effectively reduce the term during which a marketed product is protected by patents.

We may also need to obtain licenses to patents or other proprietary rights from third parties. We may not be able to obtain the licenses required under any patents or proprietary rights or they may not be available on acceptable terms. If we do not obtain required licenses, we may encounter delays in product development or find that the development, manufacture or sale of products requiring licenses could be foreclosed. We may, from time to time, support and collaborate in research conducted by universities and governmental research organizations. We may not be able to acquire exclusive rights to the inventions or technical information derived from these collaborations, and disputes may arise over rights in derivative or related research programs conducted by us or our collaborators.

A dispute concerning the infringement or misappropriation of our intellectual property or proprietary rights or the intellectual property or  proprietary rights of others could be time consuming and costly and an unfavorable outcome could harm our business.

There is significant litigation in the telecommunications technology field regarding patents and other intellectual property rights. Other companies with greater financial and other resources than us have gone out of business from costs related to patent litigation and from losing a patent litigation. We may be exposed to future litigation by third parties based on claims that our technologies or activities infringe the intellectual property rights of others. Although we try to avoid infringement, there is the risk that we will use a patented technology owned or licensed by another person or entity and be sued for patent infringement or infringement of another party’s intellectual property or proprietary rights.  If we or our products are found to infringe the intellectual property or proprietary rights of others, we may have to pay significant damages or be prevented from making, using, selling, offering for sale or importing such products or services or from practicing methods that employ such intellectual property or proprietary rights.

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Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information.

Our success depends upon the skills, knowledge and experience of our technical personnel, our consultants and advisors as well as our licensors and contractors. Because we operate in a highly competitive field, we rely almost wholly on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality and intellectual property assignment agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties confidential information developed by us during the course of the receiving party’s relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property. However, these agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to prevent use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could adversely affect our competitive position.

Adverse changes in general economic or political conditions in any of the countries in which we do business or intend to launch our products could adversely affect our operating results.

If we grow our business to customers located in the United States as well as customers located outside of the United States as we intend, we expect to become subject to the risks arising from adverse changes in both domestic and global economic and political conditions. For example, the direction and relative strength of the United States and international economies remains uncertain due to softness in the housing markets, difficulties in the financial services sector and credit markets and continuing geopolitical uncertainties. If economic growth in the United States and other countries continue to slow, the demand for our customer’s products could decline, which would then decrease demand for our products. Furthermore, if economic conditions in the countries into which our customers sell their products continue to deteriorate, some of our customers may decide to postpone or delay certain development programs, which would then delay their need to purchase our products. This could result in a reduction in sales of our service or in a reduction in the growth of our service revenues. Any of these events would likely harm investors view of our business, our results of operations and financial condition.

Our business depends substantially on the continuing efforts of our executive officers and our ability to maintain a skilled labor force and our business may be severely disrupted if we lose their services.

Our future success depends substantially on the continued services of our executive officers. We do not maintain key man life insurance on any of our executive officers and directors. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our customers.

If we are unable to attract, train and retain technical and financial personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain technical and financial personnel. Recruiting and retaining capable personnel, particularly those with expertise in our chosen industries, are vital to our success. There is substantial competition for qualified technical and financial personnel, and there can be no assurance that we will be able to attract or retain our technical and financial personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.

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Litigation may adversely affect our business, financial condition and results of operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operation are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may adversely affect our business, financial condition and results of operations.

Corporate insiders or their affiliates may be able to exercise significant control matters requiring a vote of our stockholders and their interests may differ from the interests of our other stockholders.

Upon the Closing of the Exchange Transaction, our directors and officers collectively own approximately 22% of our issued and outstanding common stock.  In addition, one stockholder owns approximately 65% of our issued and outstanding common stock.  As a result, these officers and directors and stockholder are able to exercise significant control over matters requiring approval by our stockholders. Matters that require the approval of our stockholders include the election of directors and the approval of mergers or other business combination transactions. Certain transactions are effectively not possible without the approval of these officers and directors and stockholder by virtue of their control over a majority of our outstanding shares, including, proxy contests, tender offers, open market purchase programs or other transactions that can give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares of our common stock.

We will incur significant increased costs as a public company and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we would not incur if we were a private company.  SEC rules and regulations impose heightened requirements on public companies, including requiring changes in corporate governance practices.  Our management and other personnel will devote a substantial amount of time to these compliance initiatives. We may also need to hire additional finance and administrative personnel to support our compliance requirements. Moreover, these rules and regulations will increase our legal and financial costs and make some activities more time-consuming.

In addition, as described above, we will be required to maintain effective internal controls over financial reporting and disclosure controls and procedures pursuant to the Sarbanes-Oxley Act. Our testing, and the subsequent testing by our independent registered public accounting firm, may reveal deficiencies or material weaknesses in our internal controls over financial reporting.  Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management effort.  We currently do not have an internal audit group and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.  If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies or material weaknesses in our internal controls over financial reporting, the market price of our securities could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

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We will be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act and, since we have not been subject to Sarbanes-Oxley regulations we may lack the financial controls and safeguards now required of public companies.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, for the fiscal year ending December 31, 2010, we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting.  Our independent registered public accounting firm will also be required to issue a report on management’s assessment of our internal control over financial reporting and their evaluation of the operating effectiveness of our internal control over financial reporting.  Our assessment will require us to make subjective judgments and our independent registered public accounting firm may not agree with our assessment.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, (the "1934 Act"), as of the quarter ended September 30, 2009, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer. Based upon the results of that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of September 30, 2009, our disclosure controls and procedures were effective and provided reasonable assurance that the material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

Our annual report for the year ended December 31, 2009 did not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.  However, we do not currently have the internal infrastructure necessary to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act.  We expect to incur additional expenses and expend management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls.

Nevertheless, our management has determined that all matters to be disclosed in this report have been fully and accurately reported.  We are in the process of improving our processes and procedures to ensure full, accurate and timely disclosure in the current fiscal year, with the expectation of establishing effective disclosure controls and procedures and internal control over financial reporting as soon as reasonably practicable.  Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.  We will continue to consistently improve our internal control over the financial reporting with our best efforts and we plan to engage assistance from outside experts in doing so.

We are subject to SEC reporting requirements and we do not have significant SEC reporting experience.

We currently do not have a clear process, schedule, segregation of duties or review with respect to the SEC reporting process. In addition, we do not have significant experience with or knowledge about the Sarbanes-Oxley Act.  The Company is committed to remedying this deficiency and weakness and plans to implement certain remedial measures, including hiring a comptroller or other finance personnel with SEC reporting experience, providing additional training to our accounting personnel on the requirements of SEC reporting requirements to increase their familiarity with those standards, and reassessing our existing finance and accounting policies and procedures.

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Risks Related to an Investment in Our Securities

Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a shareholder’s ability to buy and sell our stock.

Our stock is categorized as a “penny stock”. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We expect to experience volatility in our stock price, which could negatively affect shareholders’ investments.

While our common stock is not currently traded, if and when there is an active trading market, the market price for shares of our common stock may be volatile and may fluctuate based upon a number of factors, including, without limitation, business performance, news announcements or changes in general market conditions.

Other factors, in addition to the those risks included in this section, that may have a significant impact on the market price of our common stock include, but are not limited to:

· receipt of substantial orders or order cancellations of products;

· quality deficiencies in services or products;

· international developments, such as technology mandates, political developments or changes in economic policies;

· changes in recommendations of securities analysts;

· shortfalls in our backlog, revenues or earnings in any given period relative to the levels expected by securities analysts or projected by us;

· government regulations, including stock option accounting and tax regulations;

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· energy blackouts;

· acts of terrorism and war;

· widespread illness;

· proprietary rights or product or patent litigation;

· strategic transactions, such as acquisitions and divestitures; or

· rumors or allegations regarding our financial disclosures or practices.

In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities.  Due to the volatility of our common stock price, we may be the target of securities litigation in the future.  Securities litigation could result in substantial costs and divert management’s attention and resources.

Shareholders should also be aware that, according to SEC Release No. 34-29093, the market for “penny stock”, such as our common stock, has suffered in recent years from patterns of fraud and abuse.  Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends.  Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends.  We presently intend to retain all earnings for our operations.

Our common stock is not currently publicly traded, and investors may be unable to sell at or near ask prices or at all if they need to sell or liquidate their shares.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained.  However, we do not rule out the possibility of applying for listing on the NYSE Amex (formerly known as American Stock Exchange), NASDAQ Capital Market or other markets.

Our common stock is not currently traded.  There is no assurance that an active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained, which may result in you being unable to sell any shares of our common stock at or near ask prices or at all.

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Our corporate actions are substantially controlled by our principal shareholders and affiliated entities.

Following the Closing of the Exchange Transaction, our principal shareholders, which includes our officers and directors, and their affiliated entities, own approximately 87% of our outstanding shares of common stock. These shareholders, acting individually or as a group, could exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions.  In addition, because of the percentage of ownership and voting concentration in these principal shareholders and their affiliated entities, elections of our board of directors will generally be within the control of these shareholders and their affiliated entities. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with these principal shareholders and their affiliated entities. As such, it would be difficult for shareholders to propose and have approved proposals not supported by management. There can be no assurances that matters voted upon by our officers and directors in their capacity as shareholders will be viewed favorably by all of our shareholders.

Our Articles of Incorporation authorize the issuance of preferred stock, which could have rights, preferences and privileges superior to those of our common stock.

Our Articles of Incorporation authorize the issuance of shares of preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock.  In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to our company and shareholders for damages for breach of fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup.  These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

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SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

The following tables summarize selected consolidated financial data regarding the business of Thwapr and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated pro forma financial statements of the Company and the related notes included with those financial statements.  The summary consolidated financial information as of and for the nine months ended September 30, 2009 and 2008 (unaudited) and as of and for the fiscal year ended December 31, 2008 (audited) and as of and for the period from March 14, 2007 (date of inception) to December 31, 2007 (audited) have been derived from the consolidated financial statements for Thwapr.  All monetary amounts are expressed in U.S. dollars unless otherwise indicated.

	Nine Months Ended September 30,						Year ended December 31,			Period from March 14, 2007 (date of inception) to December 31,
	2009			2008			2008			2007
Income Statement Data:
Sales	$	—		$	—		$	—		$	—
Cost of sales		—			—			—			—
Gross profit		—			—			—			—
Operating expenses		1,646,160			656,917			891,552			454,014
Net loss	$	(1,646,134	)	$	(656,917	)	$	(891,552	)	$	(454,014	)
Loss per share - basic and diluted	$	(0.15	)	$	(0.05	)	$	(0.06	)	$	(0.03	)
Shares used in calculating basic and diluted		11,263,889			14,398,705			14,474,810			14,285,712

	As of			As of December 31,
	September 30, 2009			2008			2007
Balance Sheet Data:
Cash and cash equivalents	$	14,876		$	356		$	321,512
Working capital (deficit)		(72,245	)		(125,990	)		317,662
Total assets		35,182			1,256			321,512
Total long-term debt		—			—			—
Total stockholders’ equity (deficit)		(52,942	)		(125,090	)		317,662

	Nine Months Ended September 30,						Year ended December 31,			Period from March 14, 2007 (date of inception) to December 31,
	2009			2008			2008			2007
Cash Flow Data:
Net cash (used in) operating activities	$	(1,261,313	)	$	(621,553	)	$	(769,956	)	$	(450,164	)
Net cash (used in) investing activities		(22,227	)		—			—			—
Net cash provided by (used in) financing activities		1,298,060			298,800			448,800			771,676
Net increase (decrease) in cash	$	14,520		$	(322,753	)	$	(321,156	)	$	321,512

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MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Thwapr for the fiscal year ended December 31, 2008, the period from March 14, 2007 (date of inception) to December 31, 2007 and nine months ended September 30, 2009 and 2008 should be read in conjunction with the Summary Selected Consolidated Financial Data, the Thwapr financial statements, and the notes to those financial statements that are included elsewhere in this Form 8-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward Looking Statements and Business sections in this Form 8-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Seaospa, Inc. was incorporated under the laws of the State of Nevada on November 2, 2007.  On March  29, 2010 Seaospa closed a voluntary share exchange transaction with Thwapr, Inc., a Delaware corporation that is a mobile to mobile video and photo service provider, pursuant to the Exchange Agreement by and among Seaospa, certain stockholders of Seaospa, Thwapr, and the stockholders of Thwapr.  Prior to the Exchange Transaction, we were a pre-development stage company engaged in the marketing of skin care, hair care, and body treatment products, and a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As a result of the Exchange Transaction, the Thwapr stockholders acquired approximately 90% of our issued and outstanding common stock, Thwapr became our wholly-owned subsidiary, and we acquired the business and operations of Thwapr.

Thwapr, Inc. was formed on March 14, 2007.  The purpose of Thwapr is to develop software and the corresponding user interface that will allow mobile phone users to send videos and pictures captured on their phones to other mobile phone users regardless of device, platform or carrier.  Thwapr plans to derive revenues from advertising on its website and imbedded into the videos as well as selling premium services to its customers.  Thwapr expects to launch the service in a test market in late 2010 but does not expect to have revenues until such time that a significant number of users have signed up for and are using the service.

Our management’s discussion and analysis of our financial condition and results of operations are only based on Thwapr’s current mobile to mobile video and photo services provider business.  Our previous shell company’s results of operations are immaterial and will not be included in the discussion below.  Key factors affecting our results of operations include revenues, cost of revenues, operating expenses and income and taxation.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods.  On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

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While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing at Exhibits 99.1 and 99.2, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost.  Depreciation of computer and equipment and furniture and fixtures is computed on the straight-line basis over the estimated useful lives of the assets as follows:

Computer and equipment	3 years
Furniture and fixtures	5 years

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amount of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments.

Technology Development

Technology development costs are charged to expense when incurred.  These costs primarily include the costs associated with the development and testing of video and picture sharing technology.  During the three months ended September 30, 2009 and 2008, technology development costs amounted to $216,107 and $73,031, respectively.  During the nine months ended September 30, 2009 and 2008, technology development costs amounted to $417,715 and $196,626, respectively.  From March 14, 2007 (inception) through September 30, 2009, technology development costs amounted to $797,241.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with SFAS No. 109, “Accounting for Income Taxes.”  Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse.  Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

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Earnings (Loss) per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

Results of Operations

Comparison of Nine Months Ended September 30, 2009 and 2008

The following table sets forth the results of our operations for the periods indicated:

	Nine months ended September 30,
	2009			2008
Sales	$	—		$	—
Gross profit		—			—
Operating expenses:
Accounting and legal services		102,929			18,262
Consulting fees to Synthetica		444,000			307,800
Marketing expenses		24,930			17,705
Other consulting fees		545,589			84,390
Rent		35,000			—
Taxes		800			800
Technology development		417,715			196,626
Website development		5,970			16,573
Other operating expenses		69,227			14,761
Loss from operations		(1,646,160	)		(656,917	)
Net loss	$	(1,646,134	)	$	(656,917	)

Loss from Operations

Thwapr, Inc had a net loss of $1,646,134 for the nine months ended September 30, 2009, compared to a net loss of $656,917 for nine months ended September 30, 2008.  All expenses incurred were operating expenses.  Operating expenses were $1,646,160 and $656,917 for the nine months ended September 30, 2009 and 2008, respectively. The increase of $989,243 was primarily due TO increased activities related to technology development and general business operations partially offset by a decrease in expenses related to the development of our website.

Sales and Gross Profit

Sales for the nine months ended September 30, 2009 and 2008 were $0 and $0, respectively. There were no sales or gross profits for either of the nine month periods because we are still in the process of designing and developing our services and have not conducted any revenue producing business operations.

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Operating Expenses

Accounting and legal expenses for the nine months ended September 30, 2009 increased by 463.6% from $18,262 for the same period in 2008 to $102,929 in 2009. The increase was mainly due to filing for patents and trademarks, contract preparation and securities work related to the sale of common stock and mergers during the nine months ended September 30, 2009.

Consulting fees to Synthetica for the nine months ended September 30, 2009 was $444,000 compared to $307,800 for the comparable period in 2008, an increase of $136,200 or 44.2%.  The increase was mainly attributable to increased work by contract management.

Marketing expenses increased by 40.8% from $17,705 for the nine months ended September 30, 2008 to $24,930 for the same period in 2009.  The increase was mainly attributable to marketing services related to the beta launch of the Thwapr picture and video sharing service.

Other consulting fees were $545,589 for the nine months ended September 30, 2009, compared to $84,390 for the same period in 2008. The increase of 546.5% was mainly attributable to non-cash charges related to the issuance of warrants to independent contractors.

Rent expense was $35,000 for the nine months ended September 30, 2009, compared to $0 for the nine months ended September 30, 2008.  The increase in rent expense was due to the renting of office space which commenced in March 2009.

Taxes for the nine months ended September 30, 2009 and 2008 amounted to $800 and $800, respectively,.  The tax expense was attributable to California Franchise Tax.

Technology development expenses for the nine months ended September 30, 2009 were $417,715, a 112.4% increase from $196,626 for the nine months ended September 30, 2008.  The increase was primarily attributed to accelerated work on developing the Thwapr mobile picture and video sharing service and the hiring of additional independent contractors.

Website development expenses for the nine months ended September 30, 2009 were $5,970, compared to $16,573 for the nine months ended September 30, 2008.  This 64.0% decrease was due to reduced website development activity.

Other operating expenses consist primarily of insurance, office supplies, public relations, telephone, travel and entertainment and depreciation expense.  Other operating expenses for the nine months ended September 30, 2009 were $69,227, a 369.0% increase from $14,761 for the nine months ended September 30, 2008.  This increase was mainly attributable to establishing an office in New York City and the related costs of operating that office.

Net Loss

Net loss for the nine months ended September 30, 2009 was $1,646,134, an increase of $989,217, or 150.1% from $656,917 for the same period in 2008.  This increase in net loss was attributable to the increases in the operating expenses decreased above.

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Comparison of year ended December 31, 2008 and period from March 14, 2007 (date of inception) to December 31, 2007

The following table sets forth the results of our operations for the periods indicated:

	Year ended December 31, 2008			Period from March 14, 2007 (date of inception) to December 31, 2007
Sales	$	—		$	—
Gross profit		—			—
Operating expenses:
Legal services		18,942			30,174
Website development		16,573			12,000
Technology development		288,329			91,197
Marketing expenses		32,055			—
Consulting fees to Synthetica		428,600			284,400
Other consulting fees		56,390			24,400
Taxes		936			750
Other operating expenses		49,727			11,093
Loss from operations		(891,552	)		(454,014	)
Net loss	$	(891,552	)	$	(454,014	)

Loss from Operations

Thwapr, Inc. had a net loss of $891,552 for the year ended December 31, 2008, compared to a net loss of $454,014 for the period from March 14, 2007, through December 31, 2007.  All expenses incurred were operating expenses.  Operating expenses were $891,552 and $454,014 for the year ended December 31, 2008, and the period from March 14, 2007, through December 31, 2007, respectively. The increase of $437,538 was primarily due to a full year of operating expenses for 2008, and increased activities related to technology development and general business operations partially offset by a decrease in legal expenses.  

Sales and Gross Profit

Sales for the year ended December 31, 2008 were $0 compared to $0 for the period from March 14, 2007 (date of inception) to December 31, 2007.  There were no sales or gross profits for both of the periods because we are still in the process of designing and developing our services and have not yet conducted any revenue producing operations.

Operating Expenses

Legal services expenses in 2008 decreased by $11,232, or 37.2% from $30,174 in 2007 to $18,942 in 2008.  The decrease in legal services expenses was attributable to reduced securities-related activity compared to the prior year.

Website development expenses were $16,573 for the fiscal year ended December 31, 2008, compared to $12,000 for the period from March 14, 2007 (date of inception) to December 31, 2007.  The 38.1% increase in website development expenses was attributable to activity related to developing the corporate website.

Technology development expenses increased by $197,132, or 216.2%, from $91,197 in 2007 to $288,329 in 2008.  The increase in technology development expenses was attributable to increased development work related to the Thwapr picture and video sharing service and the hiring of additional independent contractors.

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Marketing expenses were $32,055 in 2008 compared to $0 in 2007.  The increase in marketing expenses was attributable to creative and production fees paid to a marketing agency.

Consulting fees to Synthetica were $428,600 for the year ended December 31, 2008 compared to $284,400 for the period ended December 31, 2007.  The 50.7% increase in consulting fees to Synthetica was attributable to increased activities on the part of this consulting group.

Other consulting fees, consisting of payments to independent contractors for various services, for 2008 and 2007 amounted to $56,390 and $24,400, respectively. The 131.1% increase in other consulting fees was attributable to an increase in the amount of the monthly retainer paid to one consultant.

Taxes for 2008 were $936 compared to $750 for 2007, an increase of 24.8%.  The increase in taxes was attributable to  the payment of California Franchise Tax partially offset by the amount paid to the State of Delaware.

Other operating expenses consist primarily of insurance, office supplies, public relations, telephone, travel and entertainment and depreciation expense.    Other operating expenses for 2008 were $49,727, an increase of 348.2% from $11,093 in 2007.  The increase in other operating expenses was attributable to a full year of operations in 2008 compared to a partial year for 2007, as well as an overall increase in operating activities.

Net Loss

Net loss in 2008 was $891,335, an increase of $437,538 from $454,014 in 2007. The increase in net loss was attributable to the net increases in operating expenses described above.

Liquidity and Capital Resources

Nine Months Ended September 30, 2009

As of September 30, 2009, we had cash and cash equivalents of $14,876 and current liabilities of $88,124.  As we are in the development stage of our operations, we have been funded solely with the proceeds from equity and debt financings.  We anticipate that these sources will continue to be our primary source of funds to finance our short-term cash needs.  If we require additional capital to expand or enhance our existing facilities, we will consider other public or private debt or equity offerings or institutional borrowing as potential means of financing.

Net cash used in operating activities for the nine months ended September 30, 2009 was $1,261,313 compared with net cash used in operating activities of $621,553 for the same period in 2008. Net cash used in operating activities for the nine months ended September 30, 2009 was mainly due to net loss of $1,646,134, non-cash items not affecting cash flows of $423,146, a $103 increase in assets, and a $38,222 decrease in liabilities.  The net change in operating assets and liabilities for the nine months ended September 30, 2009 was primarily related to a decrease in accounts payable and accrued expenses.  Net cash used in operating activities for the same period in 2008 was mainly due to a net loss of $656,917, a $900 increase in assets and $36,264 increase in liabilities.  The net changes in operating assets and liabilities for the nine months ended September 30, 2008 was primarily related to an increase in accounts payable and accrued expenses.

Net cash used in investing activities was $22,227 for the nine months ended September 30, 2009, compared with $0 used in investing activities for the same period in 2008. Cash was used in investing activities in 2009 to purchase property and equipment.

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Net cash provided by financing activities was $1,298,060 for the nine months ended September 30, 2009, compared with $298,800 net cash provided by financing activities for the same period in 2008.  Cash provided by financing activities during the nine months ended September 30, 2009 and 2008 resulted from the proceeds from sales of our common stock.

Year Ended December 31, 2008

As of December 31, 2008, we had cash and cash equivalents of $356 and current liabilities of $126,346.  As we are in the development stage of our operations, we have been funded solely with the proceeds from equity and debt financings.  We anticipate that these sources will continue to be our primary source of funds to finance our short-term cash needs.  If we require additional capital to expand or enhance our existing facilities, we will consider other public or private debt or equity offerings or institutional borrowing as potential means of financing.

Net cash used in operating activities for the year ended December 31, 2008 was $769,956 compared with net cash used in operating activities of $450,164 for the period from March 14, 2007 (date of inception) to December 31, 2007. Net cash used in operating activities for the year ended December 31, 2008 was mainly due to net loss of $891,552, and a $900 increase in assets and a $122,496 increase in liabilities.  The net change in operating assets and liabilities for the year ended December 31, 2008 was primarily related to increases in accounts payable and accrued expenses.  Net cash used in operating activities for the period from March 14, 2007 (date of inception) to December 31, 2007 was mainly due to a net loss of $454,014 and a $3,850 increase in liabilities.  The change in liabilities for the period ended December 31, 2007 was primarily related to increases in accounts payable and accrued expenses

Net cash provided by financing activities was $448,800 for the year ended December 31, 2008, compared with $771,676 net cash provided by financing activities for the period from March 14, 2007 (date of inception) to December 31, 2007.  Cash provided by financing activities during 2008 and 2007 resulted from proceeds from sales of our common stock.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

As of September 30, 2009 the Company did not have any long-term debt, purchase or lease obligations.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Recent Accounting Pronouncements

In June 2009, the FASB issued FASB ASC 105, Generally Accepted AccountingPrinciples, which establishes the FASB Accounting Standards Codification as thesole source of authoritative generally accepted accounting principles. Pursuantto the provisions of FASB ASC 105, we have updated references to GAAP in ourfinancial statements. The adoption of FASB ASC 105 did not impact the Company'sfinancial position or results of operations.

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In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB InterpretationNo. 46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how acompany determines when an entity that is insufficiently capitalized or is notcontrolled through voting (or similar rights) should be consolidated. FASB ASC810-10 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose anddesign and a company's ability to direct the activities of the entity that mostsignificantly impact the entity's economic performance. FASB ASC 810-10 requiresan ongoing reassessment of whether a company is the primary beneficiary of avariable interest entity. FASB ASC 810-10 also requires additional disclosures about a company's involvement in variable interest entities and any significantchanges in risk exposure due to that involvement. FASB ASC 810-10 is effectivefor fiscal years beginning after November 15, 2009. The adoption of FASB ASC810-10 did not have an impact on the Company's financial condition, results ofoperations or cash flows.

In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers ofFinancial Assets - an amendment of FASB Statement No. 140" ("SFAS 166"),codified as FASB ASC 860, which requires entities to provide more informationregarding sales of securitized financial assets and similar transactions,particularly if the entity has continuing exposure to the risks related totransferred financial assets. FASB ASC 860 eliminates the concept of a"qualifying special-purpose entity," changes the requirements for derecognizingfinancial assets and requires additional disclosures. FASB ASC 860 is effectivefor fiscal years beginning after November 15, 2009. The adoption of FASB ASC 860did not have an impact on the Company's financial condition, results ofoperations or cash flows.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in FASB ASC 855-10-05, which provides guidance to establish generalstandards of accounting for and disclosures of events that occur after thebalance sheet date but before financial statements are issued or are availableto be issued. FASB ASC 855-10-05 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for whythat date was selected. FASB ASC 855-10-05 is effective for interim and annualperiods ending after June 15, 2009. FASB ASC 855-10-05 requires that publicentities evaluate subsequent events through the date that the financial statements are issued.

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have SignificantlyDecreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"),codified in FASB ASC 820-10-65, which provides additional guidance forestimating fair value in accordance with ASC 820-10 when the volume and level ofactivity for an asset or liability have significantly decreased. ASC 820-10-65also includes guidance on identifying circumstances that indicate a transactionis not orderly. The adoption of ASC 820-10-65 did not have an impact on theCompany's results of operations or financial condition.

Quantitative and Qualitative Disclosures About Market Risk

We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash, accounts receivable, amount due from related parties, accounts payable, accrued expenses, debt and long-term obligations. The objective of our policies is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in rates. We evaluate our exposure to market risk by assessing the anticipated near-term and long-term fluctuations in interest rates and foreign exchange rates. This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic conditions and the review of market projections as to expected future rates.

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We did not experience any material changes in interest rate exposures during 2008 and 2009.  Hence, the effect of the fluctuations of the interest rates is considered minimal to our business operations. Based upon economic conditions and leading market indicators at December 31, 2009, we do not foresee a significant adverse change in interest rates in the near future and do not use interest rate derivatives to manage exposure to interest rate changes.

PROPERTIES

Our principal executive offices are located at 220 12th Avenue, 3rd Floor, New York, New York 10001.  We rent this office space on a month-to-month basis.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership Prior To Change Of Control

The Company has only one class of stock outstanding, its common stock.  The following table sets forth certain information as of March 29, 2010 prior to the closing of the transactions contemplated by the Exchange Agreement, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock.  As of March 29, 2010, there were 14,609,754 shares of common stock outstanding, after giving effect to the Stock Split.

To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.

Name and Address of Beneficial Owner(1)	Shares Beneficially Owned		Percentage Beneficially Owned
Directors and Executive Officers
Yakov Terner, Director, President, and Treasurer		4,500,000		30.8	%
3 Ha ‘Hishtadrut St., Suite #6
Kiryat Yam, Israel 29056
Yossi Benitah, Director and Secretary		4,500,000		30.8	%
3 Ha ‘Hishtadrut St., Suite #6
Kiryat Yam, Israel 29056
All Officers and Directors as a Group		9,000,000		61.6	%
5% Stockholders
Yaron Borenstein		755,400		5.2	%
Hahagana 12
Givataim
Bronia Fruhter		774,000		5.3	%
Almagor 17/5
Tel Aviv
Gideon Reifman		836,601		5.7	%
Ha’Tawas 11 Apt. 5
Kadima Zoran

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(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.  Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Security Ownership After Change Of Control

The following table sets forth certain information as of April 1, 2010, after giving effect to the Closing of the Exchange Transaction, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock.  As of April 1, 2010, after giving effect to the Closing of the Exchange Transaction, there were 157,286,262 shares of common stock outstanding.

To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.

Name and Address of Beneficial Owner(1)	Shares Beneficially Owned		Percentage Beneficially Owned
Directors and Executive Officers
Bruce Goldstein, Director, President, and Chief		11,571,426		7.4	%
Executive Officer
220 12th Avenue, 3rd Floor
New York, New York 10001
Maurizio Vecchione, Chairman of the Board		11,571,417		7.4	%
220 12th Avenue, 3rd Floor
New York, New York 10001
Barry Hall, Director and Chief Financial Officer		11,571,426		7.4	%
220 12th Avenue, 3rd Floor
New York, New York 10001
All Officers and Directors as a Group		34,714,269		22.1	%
5% Stockholders
SNK Capital Trust		102,613,500		65.2	%
2nd Floor, International Bazaar
PO Box N-8198
Bay Street, Nassau
Bahamas

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(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.  Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

DIRECTORS AND EXECUTIVE OFFICERS

Appointment of New Directors and Officers

In connection with the Exchange Transaction, we agreed to appoint Messrs. Bruce Goldstein, Maurizio Vecchione and Barry Hall (the “New Directors”) to our board of directors effective March 22, 2010.  On March 10, 2010, we filed with the Securities and Exchange Commission and transmitted to holders of record of our securities the information required by Rule 14f-1 of the Securities Exchange Act of 1934, and the ten-day period prior to the change in the majority of the Company’s directors as required under Rule 14(f)-1 expired on March 20, 2010.

Furthermore, concurrent with the Closing of the Exchange Transaction, Mr. Yakov Terner resigned as our President, Secretary, and Director and Mr. Yossi Benitah resigned as our Secretary and Director.  Immediately following the resignations of Messrs. Terner and Benitah, we appointed three new executive officers. Descriptions of our newly appointed directors and officers can be found below in the section titled “Current Management.”

Current Management

The following table sets forth certain information for each executive officer (the “New Executive Officers”) and director of the Company after the Closing Date.

Name	Age	Position
Bruce Goldstein	61	Director, President and Chief Executive Officer
Maurizio Vecchione	48	Chairman of the Board
Barry Hall	61	Director and Chief Financial Officer

Bruce Goldstein

Since November 2008, Mr. Goldstein has served as the Chief Executive Officer of Thwapr.  Prior to becoming CEO, Mr. Goldstein served as the acting President of Thwapr from March 2007 to November 2008.  Mr. Goldstein has been a director of Thwapr since March 2007.  Mr. Goldstein was appointed CEO pursuant to an agreement between Universal Management, Inc. and Thwapr dated November 2008.  Mr. Goldstein also presently serves as managing partner of Synthetica Holdings, LLC (“Synthetica”).  Synthetica provides consulting and advisory services.  Mr. Goldstein concurrently serves as the President and CEO of Universal Management, Inc., where he has served for the past five years.

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Maurizio Vecchione

Since March 2007, Mr. Vecchione has been a board member and the Chairman of the Board of Thwapr.  Mr. Vecchione currently serves as a board member and Chairman pursuant to a shareholder’s agreement between Synthetica (America) Ltd., a management consulting firm of which he is the Chairman, and Thwapr, dated November 2008.  Mr. Vecchione has been the President & CEO of  CompuMed, Inc. an eHealth and telemedicine company, since June 2007.  He is also a member and the Chairman of the board of directors of Synthetica (America) Ltd., a management consultant and California finance lender, a position he has held since November 1998. Synthetica (America) Ltd.  has provided consulting services to Thwapr.  He is also a member of the Board of Directors and the Chairman of The IDEAS Studio, Inc. an educational media company, a position he has held since March 2003.  Mr. Vecchione was also a Managing Director of Synthetica Holdings LLC, a consulting firm from July 2004, and from July 2004 through September 2006, he was CEO of Trestle Holdings, Inc. a medical imaging device company.

Barry Hall

Since November 2008, Mr. Hall has served as the Chief Financial Officer of Thwapr.  Mr. Hall had served as acting CFO of Thwapr from March 2007 to November 2008.  Since March 2007, Mr. Hall has been a director of Thwapr.  Mr. Hall was appointed CFO pursuant to a shareholder’s agreement between Carlaris, Inc. (“Carlaris”) and Thwapr, dated November 2008.  Since January 2002, Mr. Hall has served as a managing director of Synthetica Holdings LLC, a consulting firm.  Mr. Hall concurrently serves as the President of Carlaris, which provides consulting services to Thwapr pursuant to a consulting agreement between Carlaris and Thwapr, dated April 1, 2009.  Since May 2007, Mr. Hall has served as the President of Hall Manor, Inc., a California based management and financial consulting firm.  From July 2004 until September 2006, Mr. Hall was the President and CFO of Trestle Holdings, Inc., a medical imaging device company.

Terms of Office

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.  The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

Involvement in Certain Legal Proceedings

Our New Directors and New Executive Officers have not been involved in any of the following events during the past ten years:

1.           any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.           any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.           being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

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4.           being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.           being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.           being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees of the Board

Our Board of Directors held no formal meetings during the 12 month period ended December 31, 2009.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.  We do not presently have a policy regarding director attendance at meetings.

We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions.  Due to the size of our board, our Board of Directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors.  We do not have an audit, nominating or compensation committee charter as we do not currently have such committees.  We do not have a policy for electing members to the board.  Neither our current nor proposed directors are independent directors as defined in the NASD listing standards.

After the change in the Board of Directors, it is anticipated that the Board of Directors will form separate compensation, nominating and audit committees, with the audit committee including an audit committee financial expert.

Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so upon the appointment of the proposed directors until such time as a separate audit committee has been established. In addition, Barry Hall, a New Director, currently meets the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. Mr. Hall is not an independent director.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 delivered to us as filed with the Securities Exchange Commission, our executive officers and directors, and persons who own more than 10% of our Common Stock timely filed all required reports pursuant to Section 16(a) of the Securities Exchange Act.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.  Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business.  Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders.  If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws.  Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Thwapr, Inc., 220 12th Avenue, 3rd Floor, New York, New York 10001.

Board Leadership Structure and Role on Risk Oversight

Prior to the Closing of the Exchange Transaction, Yakov Terner served as the Company’s principal executive officer and a director.  The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources.  Subsequent to the change in directors, it is anticipated that Bruce Goldstein will serve as our principal executive officer and Maurizio Vecchione will serve as our Chairman of the Board.  The New Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company.

Prior to the Closing of the Exchange Transaction, our directors were exclusively involved in the general oversight of risks that could affect our Company as Messrs. Terner and Benitah were the sole directors and executive officers of the Company.  Subsequent to the change in directors, it is anticipated that the New Directors will establish procedures to determine an appropriate role for the board of directors in the Company’s risk oversight function.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

EXECUTIVE COMPENSATION

Board Compensation

We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.  However, we intend to review and consider future proposals regarding board compensation.  All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

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Executive Compensation - Former Executive Officers

No director, officer or employee received compensation during the last fiscal year.

Executive Compensation - New Executive Officers

The following summary compensation table indicates the cash and non-cash compensation earned from Thwapr during the fiscal year ended December 31, 2008 and the period from March 14, 2007 (date of inception) to December 31, 2007 by the New Executive Officers and each of the other two highest paid executives or directors, if any, whose total compensation exceeded $100,000 during those periods.

Summary Compensation Table

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation (1)		Total(2)
Bruce Goldstein	2008		-0-		-0-		-0-		-0-		-0-	$	140,400	$	140,400
Chief Executive Officer	2007											$	93,600	$	93,600
Maurizio Vecchione	2008		-0-		-0-		-0-		-0-		-0-	$	118,800	$	118,800
Chairman	2007		-0-		-0-		-0-		-0-		-0-	$	97,200	$	97,200
Barry Hall	2008		-0-		-0-		-0-		-0-		-0-	$	91,200	$	91,200
Chief Financial Officer	2007		-0-		-0-		-0-		-0-		-0-	$	61,200	$	61,200

(1) All Other Compensation consists solely of payments made to executive officers or directors for consulting work.

(2) The dollar value in this column for each named executive officer or director represents the sum of all compensation reflected in the previous columns.

None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

Employment Agreements

Mr. Goldstein was appointed President and Chief Executive Officer of Thwapr pursuant to an agreement between Universal Management, Inc. and Thwapr, dated March 31, 2009.  Under the agreement, Mr. Goldstein is to devote 100% of his efforts to Thwapr for a monthly fee of $20,000.  This agreement can be terminated by either party with ninety days written notice.

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Mr. Hall was appointed Chief Financial Officer pursuant to an agreement between Carlaris, Inc. and Thwapr dated March 31, 2009.  Under the agreement, Mr. Hall is to generally devote up to 60% of his efforts to Thwapr for a monthly fee of $12,000.  This agreement can be terminated by either party with ninety days written notice.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

Certain Relationships and Transactions

There are no family relationships between any of our former directors or executive officers and New Directors or New Executive Officers.  To our knowledge, the New Directors and Executive Officers were not directors of the Company prior to the Closing of the Exchange Transaction, did not hold any position with the Company prior to the Closing of the Exchange Transaction nor have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

Mr. Goldstein was appointed President and Chief Executive Officer of Thwapr pursuant to an agreement between Universal Management, Inc. and Thwapr, dated March 31, 2009.  Under the agreement, Mr. Goldstein is to devote 100% of his efforts to Thwapr for a monthly fee of $20,000.  This agreement can be terminated by either party with ninety days written notice.

Mr. Hall was appointed Chief Financial Officer pursuant to an agreement between Carlaris, Inc. and Thwapr dated March 31, 2009.  Under the agreement, Mr. Hall is to generally devote up to 60% of his efforts to Thwapr for a monthly fee of $12,000.  This agreement can be terminated by either party with ninety days written notice.

Although we have not adopted a Code of Ethics, we rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.  These policies and procedures are not evidenced in writing.

Related Party Transactions

Director Independence

During the year ended December 31, 2009, we did not have any independent directors on our board.  We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., The NASDAQ National Market, and the Securities and Exchange Commission.

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Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director's immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director's immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director's immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director's immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director's immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company's consolidated gross revenues.

LEGAL PROCEEDINGS

None.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY

AND RELATED SHAREHOLDER MATTERS

Market Information

Our common stock is not listed on any stock exchange.  Although our common stock is listed on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “SOPA,” there is no established public market for shares of our common stock, and no trades of our common stock have taken place on the OTCBB.  There is not currently a price quotation for shares of our common stock on the OTCBB.

Holders

Prior to the Exchange Transaction, there were approximately 42 shareholders of record of our common stock based upon the shareholders’ listing provided by our transfer agent.  Our transfer agent is Island Stock Transfer.  The transfer agent’s address is 100 Second Avenue South, Suite 7055, St. Petersburg, Florida 33701 and its phone number is (727) 289-0010.

After the Closing of the Exchange Transaction, there were approximately 61 shareholders of record of our common stock.

Dividends

We have never paid cash dividends on our common stock.  We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.  Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant.  Our retained earnings deficit currently limits our ability to pay dividends.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to Item 3.02 of this Form 8-K for a description of recent sales of unregistered securities, which is hereby incorporated by reference.

DESCRIPTION OF SECURITIES

The following information describes our capital stock and provisions of our articles of incorporation and our bylaws, all as in effect upon the Closing of the Exchange Transaction.  This description is only a summary.  You should also refer to our articles of incorporation, bylaws and articles of amendment which have been incorporated by reference or filed with the Securities and Exchange Commission as exhibits to this Form 8-K.

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General

Our authorized capital stock consists of 300,000,000 shares of common stock at a par value of $0.0003 per share and 50,000,000 shares of preferred stock at a par value of $0.0001 per share, of which no shares are issued and outstanding.

Common Stock

Holders of common stock are entitled to one vote for each share on all matters submitted to a shareholder vote.  Holders of common stock do not have cumulative voting rights.  Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of our liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock.  The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued.  All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

Preferred Stock

The preferred stock may be divided into and issued in series.  The board of directors is authorized to divide the authorized shares of preferred stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.  The board of directors is authorized, within any limitations prescribed by law and  the bylaws, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following.

(a) The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

(b) Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

(c) The amount payable upon shares in the event of voluntary or involuntary liquidation;

(d) Sinking fund or other provisions, if any, for the redemption or purchase of shares;

(e) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

(f) Voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with the common stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and

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(g) Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and  preferences,  if any, of shares or such series as the board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

The Company may not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of common stock or other class of stock junior to the preferred stock as to dividends or upon liquidation) in respect of common stock, or other class of stock junior to the preferred stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of preferred stock for the current period (and in the case of cumulative dividends, if any, payable to holders of preferred stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payment, in accordance with the terms of the preferred stock, as fixed by the board of directors.

In the event of the liquidation of the Company, holders of preferred stock shall be entitled to receive, before any payment or distribution on the common stock or any other class of stock junior to the preferred stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such preferred stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such preferred stock (whether or not earned or declared) to the date of such distribution.  Neither the sale, lease or exchange of all or substantially all of the property and assets of the Company, nor any consolidation or merger of the Company, shall be deemed to be a liquidation for these purposes.

Warrants

The Company has issued warrants to purchase an aggregate of 12,181,363 shares of its common stock, with each warrant having an exercise price between $1.00 and $1.25 per share and being exercisable at any time indefinitely, or within either five or ten years from the date of issuance.  Currently, all of such warrants are outstanding.  The warrants vest either immediately or over periods of one year, 18 months, or 3 years on a quarterly basis..  In the event we split or subdivide our shares of common stock, the exercise price will be proportionately reduced and conversely, if we combine the outstanding shares of common stock into smaller number of share, then the exercise price will be proportionately increased.  Of the warrants outstanding, 10,950,003 shares of the underlying securities cannot be sold or traded (i) until June 9, 2012, if Thwapr has 10,000,000 registered users on such date, or (ii) upon a change of control of Thwapr.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Law

Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

(a) is not liable pursuant to Nevada Revised Statute 78.138, or

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(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

(a) is not liable pursuant to Nevada Revised Statute 78.138; or

(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:

(a) the creation of a trust fund;

(b) the establishment of a program of self-insurance;

(c) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and

(d) the establishment of a letter of credit, guaranty or surety

No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

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(a) by the stockholders;

(b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

(c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or

(d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Charter Provisions and Other Arrangements of the Registrant

Pursuant to the provisions of Nevada Revised Statutes, Seaospa has adopted the following indemnification provisions in its Bylaws for its directors and officers:

The Company shall indemnify any person who was, or is threatened to be made, a party to a proceeding by reason of the fact that he or she (i) is or was a director, officer, employee or agent of the Company, or (ii)  while a director, officer, employee or agent of the Company is or was serving at the request of the Company as a director, officer, employee, agent or similar functionary of another  corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted under the Revised Statutes of the State of Nevada, as the same exists or may  hereafter be amended.  Such right shall be a contract  right and as such shall run to the  benefit of any director or officer who is elected and accepts the position of director or officer of the Company or elects to continue to serve as a director or officer of the Company while this Article is in effect.  The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.

As used in the Article, the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding.

A director or officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (ii) for the payment of distributions in violation of the Revised Statutes of the State of Nevada.  Any repeal or amendment of this Article by the shareholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Company arising from an act or omission occurring prior to the time of such repeal or amendment.  In addition to the circumstances in which a director or officer of the Company is not personally liable as set forth

In the foregoing provisions of this Article, a director or officer shall not be liable to the Company or its stockholders to such further extent as permitted by any law  hereafter enacted, including, without limitation, any subsequent amendment to the Revised Statutes of the State of Nevada.

The board of directors may cause the Company to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture. trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person.

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The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

In addition to the above, each of our directors has entered into an indemnification agreement with us. The indemnification agreement provides that we shall indemnify the director against expenses and liabilities in connection with any proceeding associated with the director being our director to the fullest extent permitted by applicable law, our Articles of Incorporation and our Bylaws.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements and supplementary data included in Exhibit 99.1, which is incorporated herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

None.

Item 3.02.        Unregistered Sales of Equity Securities.

As more fully described in Items 1.01 and 2.01 above, in connection with the Exchange Agreement, on the Closing Date, we issued 142,676,508 shares of our common stock and warrants to acquire 12,181,363 shares of our common stock to the Thwapr Stockholders in exchange for 100% of the capital stock of Thwapr. Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosures are incorporated herein by reference.  The issuance of the common stock to the Thwapr Stockholders pursuant to the Exchange Agreement was exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D thereof.  We made this determination based on the representations of the Thwapr Stockholders which included, in pertinent part, that such shareholders, as applicable, were “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such shareholders were acquiring our common stock, for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

Item 5.01.        Changes in Control of Registrant.

As more fully described in Items 1.01 and 2.01 above, on March 29, 2010, in a voluntary share exchange transaction, we acquired a business engaged in providing mobile to mobile video and photo sharing services, by executing the Exchange Agreement by and among the Company, certain stockholders of the Company, Thwapr, and the stockholders of Thwapr.

Under the Exchange Agreement, on the Closing Date, we acquired all of the issued and outstanding shares of Thwapr through the issuance of 142,676,508 shares of our common stock to the Thwapr Stockholders.  Immediately prior to the Exchange Transaction and after giving effect to the Stock Split, we had 14,609,754 shares of common stock issued and outstanding.  Immediately after the issuance of the shares to the Thwapr Stockholders, we had 157,286,262 shares of common stock issued and outstanding.  As a result of this Exchange Transaction, the Thwapr Stockholders own approximately 90% of our issued and outstanding common stock, and Thwapr became our wholly owned subsidiary.

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In connection with this change in control, and as explained more fully in Item 5.02 below, effective March 29, 2010, Yakov Terner resigned as our President, Treasurer and Director, Yossi Benitah resigned as our Secretary and Director, and we appointed new officers. The appointments of the new officers and directors shall be effective concurrently with the Closing of the Exchange Transaction.  On March 10, 2010, we filed with the Securities and Exchange Commission and transmitted to holders of record of our securities the information required by Rule 14(f)-1 of the Securities Exchange Act of 1934, and effective March 22, 2010, we appointed new directors, as disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2010.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As more fully described in Items 1.01, 2.01 and 5.01 above, on March 29, 2010 in a voluntary share exchange transaction, we acquired a business providing mobile to mobile video and photo sharing services, by executing the Exchange Agreement by and among the Company, certain stockholders of the Company, Thwapr, and the stockholders of Thwapr.  The Closing of this transaction occurred on March 29, 2010.  Reference is made to the disclosures set forth under Items 1.01, 2.01 and 5.01 of this Form 8-K, which disclosures are incorporated herein by reference.

Resignation of Officers and Directors

Effective March 29, 2010, Yakov Terner resigned as our President, Treasurer and Director, and Yossi Benitah resigned as our Secretary and Director.

Appointment of Officers

Effective on the Closing Date, the following persons were appointed as our newly appointed executive officers (individually, a “New Executive Officer” and collectively, the “New Executive Officers”):

Name	Age	Position
Bruce Goldstein	41	Director, President and Chief Executive Officer
Barry Hall	61	Director and Chief Financial Officer

There are no family relationships among any of our officers or directors.  None of the New Executive Officers currently has an employment agreement with the Company.  Other than the Exchange Transaction, there are no transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last three completed fiscal years, and in which any of the New Executive Officers had or will have a direct or indirect material interest.  Other than the Exchange Transaction, there is no material plan, contract or arrangement (whether or not written) to which any of the New Executive Officers is a party or in which any New Executive Officer participates that is entered into or material amendment in connection with our appointment of the New Executive Officers, or any grant or award to any New Executive Officer or modification thereto, under any such plan, contract or arrangement in connection with our appointment of the New Executive Officers.

Descriptions of our newly appointed directors and officers can be found in Item 2.01 above, in the section titled “Directors and Executive Officers - Current Management.”

47

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 25, 2010, in connection with the Stock Split described in Item 2.01 above, we amended our Articles of Incorporation by filing a Certificate of Amendment with the Secretary of State of the State of Nevada to increase our authorized shares of common stock from 100,000,000 to 300,000,000.  Our authorized shares of preferred stock remain unchanged at 50,000,000.

The full text of our Articles of Incorporation, including all amendments thereto, is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.06.         Change in Shell Company Status.

Reference is made to the voluntary share exchange transaction under the Exchange Agreement, as described in Item 1.01, which is incorporated herein by reference.  From and after the Closing of the transactions under these agreements, our primary operations consist of the business and operations of Thwapr, Inc.  Accordingly, we are disclosing information about Thwapr, Inc.’s business, financial condition, and management in this Form 8-K.

Item 8.01. Other Events.

In connection with the Stock Split described in Item 2.01 above, FINRA has assigned the Company a new stock symbol, “SOPAD.”  This new symbol took effect at the open of business on March 29, 2010, and the symbol will revert to “SOPA” 20 business days from March 29, 1010.

Item 9.01.         Financial Statement and Exhibits.

Reference is made to the voluntary share exchange transaction under the Exchange Agreement, as described in Item 1.01, which is incorporated herein by reference.  As a result of the closing of the voluntary share exchange transaction, our primary operations consist of the business and operations of Thwapr, Inc.  In the voluntary share exchange transaction or reverse acquisition, Seaospa is the accounting acquiree and Thwapr is the accounting acquirer.  Accordingly, we are presenting the financial statements of Thwapr and its consolidated entities.

(a) Financial Statements of the Business Acquired

The audited consolidated financial statements of Thwapr for the years ended December 31, 2008 and 2007, and the unaudited consolidated financial statements for the nine months ended September 30, 2009, including the notes to such financial statements, are incorporated herein by reference to Exhibit 99.1 of this Form 8-K.

(b) Pro Forma Financial Information

Incorporated by reference to Exhibit 99.2 attached hereto.

(c) Shell Company Transactions

Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

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(d) Exhibits

Exhibit
Number	Description
2.1	Share Exchange Agreement, dated March 5, 2010 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on March 9, 2010).
3.1*	Articles of Incorporation of the Registrant, dated November 2, 2007, including all amendments to date.
3.2	By-laws of the Registrant, dated November 2, 2007 (incorporated by reference to Exhibit 3.2 of Registrant’s Registration Statement on Form S-1 filed on February 9, 2009).
4.1	Form of Stock Specimen (incorporated by reference to Exhibit 4.1 of Registrant’s Registration Statement on Form S-1 filed on February 9, 2009).
10.1	Subscription Agreement, dated November 2, 2007, by and between the Registrant and Yakov Terner (incorporated by reference to Exhibit 10.1 of Registrant’s Registration Statement on Form S-1 filed on February 9, 2009).
10.2	Subscription Agreement, dated November 2, 2007, by and between Registrant and Yossi Benitah (incorporated by reference to Exhibit 10.2 of Registrant’s Registration Statement on Form S-1 filed on February 9, 2009).
10.3	Form of Regulation S Subscription Agreement, (incorporated by reference to Exhibit 10.3 of Registrant’s Registration Statement on Form S-1 filed on February 9, 2009).
10.4*	Exchange Offer Agreement, dated July 20, 2009, by and among Mobile Video Development, Inc. and the stockholders listed therein.
10.4(a)*	Addendum No. 1 to Exchange Offer Agreement, dated February 2010, by and among Thwapr, Inc. and the stockholders listed therein.
10.5*	Form of Warrant to Purchase Common Stock of Thwapr, Inc.
10.6*	Letter Agreement, dated March 31, 2009, by and between Mobile Video Development, Inc. and Bruce Goldstein, on behalf of Universal Management, Inc.
10.7*	Letter Agreement, dated March 31, 2009, by and between Mobile Video Development, Inc. and Barry Hall, on behalf of Carlaris, Inc.
10.8*	Form of Indemnification Agreement for the officers and directors of Seaospa, Inc.
10.9*	Registration Rights Agreement, dated March 29, 2010, by and among Seaospa, Inc. and the stockholders listed therein.
99.1*	Thwapr Audited and Unaudited Financial Statements
99.2*	Pro Forma Financial Statements

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99.3* Consent of Rose Snyder & Jacobs

*      -     Filed Herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 2, 2010	SEAOSPA, INC.
	By:	/s/ Barry Hall
		Barry Hall,
		Chief Financial Officer

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EX-3.1

Exhibit 3.1

EX-10.4

  
    Unassociated Document
    
    
    
    
    
    

EX-10.4(A)

Exhibit 10.4(a)

ADDENDUM NO. 1 TO EXCHANGE OFFER AGREEMENT

THIS ADDENDUM NO.1 TO EXCHANGE OFFER AGREEMENT (the “Addendum”) is made as of February __, 2010 (the “Effective Date”) by and among Thwapr, Inc., f.k.a. Mobile Video Development, Inc., a Delaware corporation (the “Company”) and each of the undersigned Stockholders under that certain Exchange Offer Agreement by and among the Company and the Stockholders dated July 20, 2009 (the “Agreement”). Capitalized terms not specifically defined herein shall have the meaning ascribed to them in the Agreement.

RECITALS

WHEREAS, the Company and the Stockholders executed the Agreement dated July 20, 2009, pursuant to which the Company and Stockholders conducted a share exchange under Section 3(a)(9) of the Securities Act of 1933, as amended where each Stockholder exchanged all of its issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) for shares of preferred stock of the Company, par value $0.0001 per share (the “Series A Preferred Stock”);

WHEREAS, each share of Series A Preferred Stock is convertible into nine (9) shares of Common Stock upon (i) the three (3) year anniversary of the closing of the Offering, (ii) the Company obtaining at least 10,000,000 active registered users, or (iii) upon the occurrence of a Change of Control;

WHEREAS, the holders of Series A Preferred Stock are subject to certain lock-up provisions for a period of three (3) years as set forth in Section 5 of the Agreement;

WHEREAS, the Company desires to convert all of the issued and outstanding shares of Series A Preferred Stock into Common Stock and the Stockholders agree to amend the conversion features of the Series A Preferred Stock;

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS

1.    Conversion and Surrender.  The Company and each Stockholder agree that each share of Series A Preferred Stock held by such Stockholder shall be converted into nine (9) shares of Common Stock (the “Stockholder Shares”) as of the Effective Date.  Each Stockholder agrees to surrender its original Series A Preferred Stock certificate within five (5) days of the Effective Date. The Company shall issue a new certificate evidencing the issuance of the Stockholder Shares upon surrender by each Stockholder of its original Series A Preferred Stock certificate for cancellation.

-1-

2.    Prohibition of Pledge, Sale or Transfer.  The pledge, sale, or other transfer of the Stockholder Shares, including (i) the use of the Stockholder Shares as collateral for borrowing, or (ii) the granting of purchase options to any other person or entity, shall be prohibited until the earlier to occur of (x) three (3) years from the date of issuance of the Series A Preferred Stock; or (y) upon the occurrence of a Change in Control, provided, however, that a transfer by a Stockholder (certified by such Stockholder to the Company that such transfer is for estate planning purposes), to (A) an immediate family member; or (B) a trust, corporation, limited partnership or limited liability company created by a Stockholder and in which the beneficial interest of such trust and/or equity ownership of any such entity is for the principal benefit of the Stockholder and/or the Stockholder’s immediate family, shall be permitted.

3.    Miscellaneous

3.1           Effectiveness; Continuity of Terms.  This Addendum shall be effective when executed by the Company and each Stockholder.  All other terms and provisions of the Agreement shall remain in full force and effect.

3.2           Governing Law.  This Addendum shall be governed, construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

3.3           Counterparts.  This Addendum may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement.  This Addendum, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an "Electronic Delivery"), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties.  No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Addendum No. 1 to Exchange Offer Agreement as of the Effective Date.

COMPANY:
Thwapr, Inc., a Delaware corporation
By:
	Chief Financial Officer
STOCKHOLDERS:
Synthetica Holdings, LLC
By:
	Maurizio Vecchione, Managing Director
SNK Trust
By:
	Gaye Knowles, Its Trustee
By:
	Jaspal Julie Soos
By:
	Wilma Vander Burgh
By:
	Kristopher Wocks
By:
	Jaime Ashmore

-3-

EX-10.5

Exhibit 10.5

EX-10.6

Exhibit 10.6

Mobile Video Development, Inc.

March  31, 2009

To:	BRUCE GOLDSTEIN
From:	MAURIZIO VECCHIONE
Re:	Personal Services

Dear Bruce:

This letter will confirm the interest of Mobile Video Development, Inc. (“MVDI” or “the Company”) in engaging your personal services, on behalf of Universal Management, as a consultant and request that you act in the capacity of  President and Chief Executive Officer.  We believe that you have relevant knowledge of the wireless communications industry, in general, as well as intimate familiarity of the MVDI business plan, and such knowledge is expected to be of value to MVDI in connection with the anticipated commercial launch of its new and innovative, proprietary peer-to-peer video syndication business tentatively identified as the “Thwapr” (the “Project”) being developed by MVDI.

It is anticipated that you will provide your personal services to MVDI as described on Exhibit “A” attached hereto, and otherwise as may be reasonably requested from time to time and mutually agreed in writing by you and MVDI (the “Services”).  Your services are considered to be ‘at will’ and your Services may be terminated by you or MVDI with or without cause at any time subject to the requirements for notice as set forth on Exhibit “A”.

We ask that you allow MVDI to use your approved name, likeness and biographical information on MVDI’s website and other corporate communications offered by MVDI to the public in connection with the Project.

We assume that in asking you to render the Services, you are not a party to or otherwise subject to any agreements or restrictions that would prohibit you from entering into this Agreement and rendering the Services as contemplated by this Agreement in accordance with the terms hereof, and this Agreement and the transactions contemplated hereby will not infringe or conflict with, and are not inconsistent with, the rights of any other person or entity.

In the unlikely event of any dispute between you and MVDI, the laws of the State of New York will be applicable.  Please acknowledge receipt of this letter and your agreement to its terms by signing and returning to us a copy of this page.  We look forward to working with you!!

Mobile Video Development, Inc.

By

Maurizio Vecchione, Chairman of the Board

The undersigned hereby consents and agrees to the preceding:

Consultant:

Universal Management, Inc.

By Dated: March 31, 2009

Bruce Goldstein

Exhibit “A”

General Terms and Conditions

1. Duties: You shall serve asPresident, Chief Executive Officer and a Member of the Board of Directors of MVDI.  In addition to the duties of President/Chief Executive Officer, you shall also provide overall management of MVDI, execution of its strategic plan, supervise its business activities and employees, and provide oversight and general supervision of a number of areas: (A) oversight of corporate governance and regulatory compliance, (B) provide management reporting and compensation recommendations to the MVDI’s Board of Directors, (C) develop corporate business policy, (D) be generally responsible for achievement of key metrics and goals or targets established by the Board of Directors, (E) provide oversight of technology and product infrastructure, (F) identification engagement and management of all key vendors and outsourced services,(G) management and employee recruitment, and, (H.  Generally, you will be responsible to report to the Board of Directors. You understand that the Company is in the process of becoming a public listed company. You understand and agree that your duties might expand once the Company in a manner consistent with the requirement of Chief Executive Officers in public companies. This might include signing certifications, reports and other financial reporting as required by Securities regulators.

2. Time Commitment:  MVDI acknowledges that while you have other business interests and consulting arrangements that require some of your time and attention, you have agreed to serve on a full time basis and you will generally devote your full productive energies to performing your responsibilities and duties.  MVDI agrees that so long as such other existing business activities do not interfere with your commitment to MVDI, you may continue to pursue such other activities so long as you do not engage in any activity that is directly or indirectly competitive with the business of MVDI. You also agree to spend time on the company’s premises in a manner consistent with your duties.

3. Compensation: In addition to any compensation otherwise payable to all members of the Board of Directors in their capacities as directors, you shall be compensated at a rate of $20,000.00 per month for each month or part thereof  worked on behalf of MVDI.  An initial retainer of $20,000.00 shall be payable upon execution of this Agreement against all monthly billings.  Compensation shall be payable on the first day of each calendar month commencing April 1, 2009.  Invoices will be paid within five (5) days after receipt by MVDI.

4. Termination:  At least ninety (90) days advance written notice of termination.

5. Benefits:  As a consultant, you will be treated as an independent contractor and not as an employee of MVDI.  Therefore, you will not be entitled to any form of benefits provided to regular, full time employees of MVDI.  You will not be entitled to any additional form of compensation for attending meetings of the MVDI Board of Directors other than your monthly compensation.

6. Successors and Assigns.  This Agreement shall be assumed by any successor-in-interest or assigns of MVDI.

7. Indemnification.  As a member of the Board of Directors of MVDI and an officer of the Company, you shall be accorded full indemnification by MVDI for your acts and omissions as an officer of MVDI, and shall be covered by MVDI’s directors’ and officers’ errors and omissions liability insurance coverage and, in the event MVDI becomes a company or subsidiary of a company with publicly traded securities, MVDI, or such parent, shall maintain directors’ and officers’ errors and omissions liability insurance coverage with a limit of at least $5.0 million in coverage.  You will be named (or additional) insured on the policy and will be provided with a Certificate of Insurance.

8. Work for Hire.  We do ask that you disclose to MVDI all inventions, improvements and other innovations related to the Project that you may make or conceive in the course of serving as a consultant to MVDI, if such inventions, improvements and/or other innovations are related to the Project and the Services performed by you for MVDI and whether or not the same are eligible for patent, copyright, trademark, trade secret or other legal protection ("Innovations"), and such Innovations shall be deemed to constitute “work for hire”.  By your acceptance of this letter agreement, you agree that all Innovations made in the course of doing business for MVDI that are unrelated to your other business activities but result from your participation as a consultant to MVDI will be the sole and exclusive property of MVDI.  It is the intent of the parties that efforts and specific responsibilities under this Agreement shall be separate and distinct from those duties performed by you in your other business activities.  At MVDI's request and expense, during and after the time period of your performing the Services, you agree to assist and cooperate with MVDI in all respects and will execute documents, and, subject to your reasonable availability, take further actions reasonably requested by MVDI to obtain for, maintain and enforce patent, copyright, trademark, trade secrets and other legal protection for the Innovations to be owned by MVDI MVDI will compensate you at an agreed upon rate for these services.

9. Non-Disclosure.  During and after the period of this Agreement, you agree that you will not use or disclose or instruct anyone else to use or disclose any non-public, proprietary trade secrets that belong to MVDI and relate to the Project, MVDI’s protocols, non-public proprietary technology, intended services, products, vendors or customers (the “Confidential Information”), except as may be necessary in the performance of the Services or as may be authorized in advance by appropriate executives of MVDI.  "Confidential Information" shall include the Innovations, other scientific information, programs and data, formulations, ingredient lists, business strategies, financial information, forecasts, personnel information, customer lists, trade secrets and any other non-public proprietary, technical or business information, whether given to you orally, in writing, electronically or by any other means. These restrictions, however, will not apply to Confidential Information that has become known to the public generally through no fault or breach of yours or that MVDI or MVDI regularly gives to third parties without restriction on use or disclosure.  Upon termination of your Services to MVDI, we ask that you promptly deliver to MVDI all documents and materials of any nature pertaining to your Services and containing any Confidential Information.

10. Definitive Agreement.  By your initial below, you acknowledge that the terms of this Memorandum may be incorporated into a more definitive employment or consulting services agreement in the discretion of the Company but, at a minimum must contain the same general terms and conditions set forth herein.

EX-10.7

Exhibit 10.7

Mobile Video Development, Inc.

March 31, 2009

To:	Barry Hall
From:	Bruce Goldstein
Re:	Personal Services

Dear Barry:

This letter will confirm the interest of Mobile Video Development, Inc. (“MVDI” or “the Company”) in engaging your personal services which shall be provided by Carlaris, Inc., as a consultant and request that you act in the capacity of Chief Financial Officer of MVDI.  We believe that you have relevant knowledge of the wireless communications industry, in general, as well as intimate familiarity of the MVDI business plan, and such knowledge is expected to be of value to MVDI in connection with the anticipated commercial launch of its new and innovative, proprietary peer-to-peer video syndication business tentatively identified as the “Thwapr” (the “Project”) being developed by MVDI.

It is anticipated that you will provide your personal services to MVDI as described on Exhibit “A” attached hereto, and otherwise as may be reasonably requested from time to time and mutually agreed in writing by you and MVDI (the “Services”).  Your services are considered to be ‘at will’ and your Services may be terminated by you or MVDI with or without cause at any time subject to the requirements for notice as set forth on Exhibit “A”.

We ask that you allow MVDI to use your name, likeness and biographical information on MVDI’s website and other corporate communications offered by MVDI to the public in connection with the Project.

We assume that in asking you to render the Services, you are not a party to or otherwise subject to any agreements or restrictions that would prohibit you from entering into this Agreement and rendering the Services as contemplated by this Agreement in accordance with the terms hereof, and this Agreement and the transactions contemplated hereby will not infringe or conflict with, and are not inconsistent with, the rights of any other person or entity.

Initials ____________      _____________

In the unlikely event of any dispute between you and MVDI, the laws of the State of New York will be applicable.  Please acknowledge of receipt of this letter and your agreement to its terms by signing and returning to us a copy of this page.  We look forward to working with you!!

Mobile Video Development, Inc.

By ________________________________

Bruce Goldstein,

 The undersigned hereby consents and agrees to the preceding:

Consultant:

Carlaris, Inc.

By _________________________________ Dated: March 31, 2009

Barry Hall, Its President and

Individually

Initials ____________      _____________

Exhibit “A”

General Terms and Conditions

1. Duties: You shall serve as Chief Financial Officer of MVDI.  In addition to the duties of Chief Financial Officer, you shall also be responsible for overall financial management and treasury functions for MVDI, devise, implement and manage all financial controls, policies and procedures, supervise its accounting and tax reporting activities and manage employees engaged in providing accounting and treasuring functions.  In that regard, you shall provide general oversight and supervision of a number of areas: (A) corporate regulatory compliance, tax and securities filings, (B) manage all audit activities and coordinate the services of MVDI’s outside auditors, (C) manage corporate contracts with outside vendors, (D) be generally responsible for tracking and reporting of key financial metrics and goals or targets established by the Board of Directors, (E) provide oversight of credit and risk management, pricing and define as well as monitor customer credit policies, (F) monitor and manage accounts receivables, and cash flow management, (G) establish and monitor budgeting and forecasting of financial affairs.  Generally, you will be responsible to report to the CEO, Chairman of the Board of Directors and the Board itself. You have been advised that the Company is contemplating entering into a transaction whereby it may become a public company. You understand that your duties, in that event, shall include all duties normally associated with the preparation and management of accounting, financial reporting and regulatory compliance of a public company.

2. Time Commitment:  MVDI acknowledges that while you have other business interests and consulting arrangements that require some of your time and attention, you have agreed to serve on an adeguate time basis to fulfill the duties contemplated here, and you will generally devote up to sixty percent (60.0%) of your full productive energies to performing your responsibilities and duties.  MVDI agrees that so long as such other existing business activities do not interfere with your commitment to MVDI, you may continue to pursue such other activities so long as you do not engage in any activity that is directly or indirectly competitive with the business of MVDI.

3. Compensation: In addition to any compensation otherwise payable to all members of the Board of Directors in their capacities as directors, you shall be compensated at a rate of $923.00 per day, (or its hourly equivalent), worked on behalf of MVDI. An initial retainer of $12,000.00 shall be due and payable upon execution of this Agreement. Compensation shall be payable on the first day of each calendar month commencing April 1, 2009. Beginning September 1, 2009 the retainer will be increased to $15,000.00. Invoices will be paid within five (5) days after receipt by MVDI. You are expected to provide monthly invoices to the Company showing details of the time being billed to the Company.

4. Termination: At least ninety (90) days advance written notice of termination.

Initials ____________      _____________

5. Benefits:  As a consultant, you will be treated as an independent contractor and not as an employee of MVDI.  Therefore, you will not be entitled to any form of benefits provided to regular, full time employees of MVDI.  You will not be entitled to any additional form of compensation for attending meetings of the MVDI Board of Directors other than your daily rate of compensation.

6. Successors and Assigns.  This Agreement shall be assumed by any successor-in-interest or assigns of MVDI.

7. Indemnification.  As an officer of MVDI, you shall be accorded full indemnification by MVDI for your acts and omissions as an officer of MVDI, and shall be covered by MVDI’s directors’ and officers’ errors and omissions liability insurance coverage and, in the event MVDI becomes a company or subsidiary of a company with publicly traded securities, MVDI, or such parent, shall maintain directors’ and officers’ errors and omissions liability insurance coverage with a limit of at least $5.0 million in coverage.

8. Work for Hire.  We do ask that you disclose to MVDI all inventions, improvements and other innovations related to the Project that you may make or conceive in the course of serving as a consultant to MVDI, if such inventions, improvements and/or other innovations are related to the Project and the Services performed by you for MVDI and whether or not the same are eligible for patent, copyright, trademark, trade secret or other legal protection ("Innovations"), and such Innovations shall be deemed to constitute “work for hire”.  By your acceptance of this letter agreement, you agree that all Innovations made in the course of doing business for MVDI that are unrelated to your other business activities but result from your participation as a consultant to MVDI will be the sole and exclusive property of MVDI.  It is the intent of the parties that efforts and specific responsibilities under this Agreement shall be separate and distinct from those duties performed by you in your other business activities.  At MVDI's request and expense, during and after the time period of your performing the Services, you agree to assist and cooperate with MVDI in all respects and will execute documents, and, subject to your reasonable availability, take further actions reasonably requested by MVDI to obtain for, maintain and enforce patent, copyright, trademark, trade secrets and other legal protection for the Innovations to be owned by MVDI.

9. Non-Disclosure.  During and after the period of this Agreement, you agree that you will not use or disclose or instruct anyone else to use or disclose any non-public, proprietary trade secrets that belong to MVDI and relate to the Project, MVDI’s protocols, non-public proprietary technology, intended services, products, vendors or customers (the “Confidential Information”), except as may be necessary in the performance of the Services or as may be authorized in advance by appropriate executives of MVDI.  "Confidential Information" shall include the Innovations, other scientific information, programs and data, formulations, ingredient lists, business strategies, financial information, forecasts, personnel information, customer lists, trade secrets and any other non-public proprietary, technical or business information, whether given to you orally, in writing, electronically or by any other means. These restrictions, however, will not apply to Confidential Information that has become known to the public generally through no fault or breach of yours or that MVDI or MVDI regularly gives to third parties without restriction on use or disclosure.  Upon termination of your Services to MVDI, we ask that you promptly deliver to MVDI all documents and materials of any nature pertaining to your Services and containing any Confidential Information.

Initials ____________      _____________

10. Definitive Agreement.  By your initial below, you acknowledge that the terms of this Memorandum shall be incorporated into a more definitive employment or consulting services agreement in the discretion of the Company but based upon the general terms and conditions set forth herein.

Initials ____________      _____________

EX-10.8

Exhibit 10.8

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made and entered as of March ___, 2010 by and between Seaospa, Inc., a Nevada corporation with principal place of business at 220 12th Avenue, 3rd Floor, New York, New York 10001 (the “Company”), and ______________ (“Indemnitee”) and the parties agree as follows:

1.           Services by Indemnitee.  Indemnitee agrees to serve as a director of the Company so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Incorporation and bylaws of the Company or any subsidiary of the Company and until such time as he  resigns or fails to stand for election or is removed from his  position.  Indemnitee may, at any time and for any reason, resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position.

2.           Indemnification.

(a)           Subject to the limitations set forth herein and in Sections 2(b) and 4 below, the Company shall indemnify Indemnitee against Expenses and Liabilities in connection with any Proceeding (as hereinafter defined) associated with Indemnitee’s being a director of the Company to the fullest extent permitted by applicable law, the Articles of Incorporation or the bylaws of the Company in effect on the date hereof or as such law, Articles of Incorporation or bylaws may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than the law, the Articles of Incorporation or the bylaws permitted the Company to provide before such amendment).  The right to indemnification provided in the Company’s bylaws shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Company and shall be enforceable as a contract right.  Without diminishing the scope of the indemnification provided by this Section 2, the Company shall indemnify Indemnitee whenever he is or was a party or is threatened to be made a party to any Proceeding, including without limitation any such Proceeding brought by or in the right of the Company, because he is or was a director of the Company or because of anything done or not done by him in such capacity, against Expenses and Liabilities actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding, including the costs of any investigation, defense, settlement or appeal.  In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3, 7, 8, and 12 below.  Notwithstanding the foregoing, the Company shall be required to indemnify and hold Indemnitee harmless in connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce  Indemnitee's rights under this Agreement) only if the commencement of such Proceeding was authorized by the board of directors of the Company (the “Board of Directors”).

(b)           Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this Agreement to continue to indemnify Indemnitee with respect to;

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(i) any claim, issue or matter after Indemnitee is finally adjudged to be liable to the Company by a court of competent jurisdiction due to gross negligence, fraud, knowing violation of the law or willful misconduct unless and to the extent that a court in which the action was heard determines that Indemnitee is entitled to indemnification for such amounts as the court deems proper; provided, that until such time as a final adjudication is made as to Indemnitee’s gross negligence, fraud, knowing violation of law or willful misconduct, the Company shall advance Indemnitee his Expenses in accordance with Section 3 herein, subject to repayment as described in Section 3 in the event of a final adjudication of gross negligence, fraud, knowing violation of law or willful misconduct;

(ii) the reporting or accounting of profits made (1) for an improper personal profit without full and fair disclosure to the Company of all material conflicts of interest and not approved thereof by a majority of the disinterested members of the Board of Directors, or (2) from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 as amended, or similar provisions of any state statutory or common law;

(iii) any attempt to acquire, or obtain voting rights with respect to, at least fifty percent (50%) of the then outstanding voting stock of the Company, whether by tender offer, proxy solicitation or otherwise, if (a) Indemnitee attempted to acquire or obtain voting rights with respect to such stock or was or became a member of a group consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to act together for the purpose of acquiring, obtaining voting rights with respect, holding, voting or disposing of such stock, and (b) such attempt to acquire or obtain voting rights with respect to such stock was not approved by a majority of the directors of the Company, for purposes of determining whether any tender offer,  proxy solicitation or other transaction constituted an attempt by Indemnitee, or a group (as described above) of which Indemnitee was or became a member, to acquire or obtain voting rights with respect to at least fifty percent (50%) of the then outstanding voting stock of the Company, there shall be counted toward the request number of shares of voting stock any shares which, immediately prior to the commencement of such tender offer, proxy solicitation or other transaction, (x) were owned by Indemnitee or any member of any such group, (y) Indemnitee or any member of any such group had the right to vote, or (z) Indemnitee or any member of any such group had the right to acquire;

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(iv) any solicitation of proxies by Indemnitee, or by a group of which he was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to act together for the purpose of soliciting proxies, in opposition to any solicitation of proxies approved by the Company’s Board of Directors;

(vi) any act or omission by Indemnitee that constitutes a breach of or default under any agreement between Indemnitee and the Company; or

(vii) to the extent it would be otherwise prohibited by law, if so established by a court having jurisdiction in the matter in a judgment or other final adjudication (and, in this respect, both the Company and Indemnitee have been advised that the U.S. Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable).

(c)           Indemnitee shall be paid promptly by the Company all amounts necessary to effectuate the indemnity described in Section 2(a).

3.           Advancement of Expenses.     All reasonable Expenses incurred by or on behalf of Indemnitee shall be advanced from time to time by the Company to him within thirty (30) days after the receipt by the Company of a written request for an advance of Expenses, whether prior to or after final disposition of a proceeding (except to the extent that there has been a Final Adverse Determination that Indemnitee is not entitled to be indemnified for such Expenses), including without limitation any proceeding brought by or in the right of the Company; provided, however, that Indemnitee shall not be entitled to the advancement of expenses in connection with any proceeding relating to his termination by or resignation from the Company or arising out of the circumstances described in Sections 2(b), (ii), (iii) or (iv).  The written request for and advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee and, if required by law at the time of such advance, shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses.  If required by law at the time of such advance, Indemnitee hereby agrees to repay any and all Expenses advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified pursuant to the terms of the Agreement.

4.           Additional Limitations.   The foregoing indemnity and advancement of Expenses shall apply only to the extent that Indemnitee has not been indemnified and reimbursed pursuant to such insurance as the Company may maintain for Indemnitee’s benefit, or otherwise, provided, however, that notwithstanding the availability of such other indemnification and reimbursement, Indemnitee may claim indemnification and advancement of Expenses pursuant to this Agreement by assigning to the Company, at its request, Indemnitee’s claims under such insurance to the extent Indemnitee has been paid by the Company.

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5.           Insurance and Funding.  Within a commercially reasonable time from the date hereof, the Company shall purchase and maintain insurance to protect itself and/or Indemnitee against any Expenses and Liabilities in connection with any proceeding to the fullest extent permitted by applicable laws.  The Company may create a trust fund, grant and interest in assets or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses as provided in this Agreement.

6.           Procedure for Determination of Entitlement to Indemnification.

(a)           Whenever Indemnitee believes that he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for indemnification. Indemnitee shall submit his claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any proceeding, whichever is the later date for which Indemnitee requests indemnification. The president or the secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has made such request.  Determination of Indemnitee’s entitlement to indemnification shall be made not later than sixty (60) days after the Company’s receipt of the written request for such indemnification.

(b)           The majority of disinterested directors, or if such majority does not exist, the full Board of Directors, shall be entitled to select the forum in which Indemnitee’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 6(a).  The forum shall be any one of the following:

(i) The stockholders of the Company;

(ii) A quorum of the Board of Directors consisting of disinterested directors;

(iii) Independent legal counsel, who shall make the determination in a written opinion; or

(iv) A panel of three arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators selected.  If for any reason three arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association.  If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement.  The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

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(c)           Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination.  The termination of any proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as provided in Section 2 or 4 hereof, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder.

7.           Fees and Expenses of Independent Legal Counsel.  The Company agrees to pay the reasonable fees and expenses of independent legal counsel or a panel of three arbitrators should such counsel or such panel of arbitrators be retained to make a determination of Indemnitee’s entitlement to indemnification pursuant to Section 6 of this Agreement, and to fully indemnify such counsel or by any of them arising out of or relating to this Agreement or their engagement pursuant hereto, except with respect to expenses and losses resulting from the negligence or willful misconduct of such persons.

8. Remedies of Indemnitee.

(a)           In the event that (i) a determination pursuant to Section 6 hereof is made that Indemnitee is not entitled to indemnification, (ii) advances of Expenses are not made pursuant to this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, or (iv) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement, Indemnitee shall be entitled to a final adjudication in any court of competent jurisdiction of his rights.  Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 8(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)            In the event that a determination that Indemnitee is not entitled to indemnification, in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding provided in paragraph (a) of this Section 8 shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination that he is not entitled to indemnification.

(c)           If a determination that Indemnitee is entitled to indemnification has been made pursuant to Section 6 hereof or otherwise pursuant to the terms of this Agreement, the Company shall be bound by such determination in the absence of (i) any misrepresentation of a material fact by Indemnitee or (ii) a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification is expressly prohibited by Nevada law.

(d)           In any court proceeding pursuant to this Section 8, the Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable.  The Company shall stipulate in any such court that the Company is bound by all provisions of this Agreement.

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9.           Modification, Waiver, Termination, and Cancellation.  No supplement, modification, termination, cancellation or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

10.         Notice by Indemnitee and Defense of Claim.  Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee if such omission does not prejudice the Company’s rights.  If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.  With respect to any proceeding as to which Indemnitee notifies the Company of the commencement thereof;

(a)           The Company will be entitled to participate therein at its own expense; and

(b)           The Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of any proceeding if there has been a Change of Control or if Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee with respect to such proceeding.  After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below.  Indemnitee shall have the right to employ its own counsel in such proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless;

(i) The employment of counsel by Indemnitee has been authorized by the Company;

(ii) Indemnitee shall have reasonably concluded on the advice of counsel that there may be a conflict of interest between the Company and Indemnitee with respect to such proceeding; or

(iii) The Company shall not in fact have employed counsel to assume the defense in such proceeding or shall not in fact have assumed such defense and be acting in connection therewith with reasonable diligence; in each of which cases the fees and expenses of such counsel shall be at the expense of the Company.

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(c)           The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent.  The Company shall not settle any proceeding in any manner which would subject Indemnitee to a penalty or cost without Indemnitee’s written consent.  Neither the Company nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement.

11.         Notices.  All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or by overnight courier such as Federal Express, or sent by certified or registered mail with postage prepaid, addressed

If to Indemnitee, to:
If to the Company, to:	Seaospa, Inc.
	c/o Thwapr, Inc.
	220 12th Avenue, 3rd Floor
	New York, New York 10001
	Attention: Barry Hall
	Telephone No.: (212) 268-0220
	Facsimile No.: _____________
with a copy to:	Greenberg Traurig, LLP
	1201 K Street, Suite 1100
	Sacramento, California 95814
	Attention: Mark C. Lee, Esq.
	Telephone No.: (916) 442-1111
	Facsimile No.: (916) 448-1709

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.  Notices given as set forth herein shall be conclusively deemed to have been received by the party to whom addressed upon receipt, if delivered personally or by overnight courier, and three business days after the same is deposited in the United States mail if sent by certified or registered mail.

12.         Nonexclusivity.  The rights of Indemnitee hereunder shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under Nevada corporation law, the Company’s Articles of Incorporation or bylaws and amendments thereto, or any agreements, vote of stockholders, resolution of the Board of Directors or otherwise.

13.         Certain Definitions.

(a)           “Change in Control” shall be deemed to have occurred if:

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(i) Any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, hereafter becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities; or

(ii) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least eighty percent (80%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or

(iii) The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, provided, however, that any other provision of this Section 13(a) notwithstanding, the term "Change in Control" shall not include a transaction, if undertaken at the election of the Company, the result of which is to sell all or substantially all of the assets of the Company to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the corporation immediately following such transaction in substantially the same proportions as their  ownership of the Corporation's common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement.

(b)           “Disinterested Director” shall mean a director of the Company who is not or was not a party to the proceeding in respect of which indemnification is being sought by Indemnitee.

(c)           “Expenses” shall include all direct and indirect costs (including, without limitation, attorneys fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or out of pocket expenses and reasonable compensation for time spent by Indemnitee for which he is otherwise not compensated by the Company) actually and reasonably incurred in connection with a proceeding or establishing or enforcing a right to indemnification under this Agreement, applicable law or otherwise; provided, however, that Expenses shall not include any liabilities.

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(d)           “Final Adverse Determination” shall mean that a determination that Indemnitee is not entitled to indemnification shall have been made pursuant to Section 6 hereof and either (i) a final adjudication in a court of competent jurisdiction pursuant to Section 8(a) hereof shall have denied Indemnitee’s right to indemnification hereunder, or (ii) Indemnitee shall have failed to file a complaint in a court of competent jurisdiction pursuant to Section 8(a) for a period of one hundred twenty (120) days after the determination made pursuant to Section 6 hereof.

(e)           “Indemnification Period” shall mean the period of time during which Indemnitee shall continue to serve as a director of the Company, and thereafter so long as Indemnitee shall be subject to any possible proceeding arising out of acts or omissions Indemnitee as a director of the Company.

(f)           “Independent Legal Counsel” shall mean a law firm or a member of a law firm selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) and that neither is presently nor in the past five years has been retained to represent; (i) the Company or any of its subsidiaries or affiliates, or Indemnitee or any corporation as to which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such a corporation, in any material matter, or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term Independent Legal Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement.

(g)           “Liabilities” shall mean liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any proceeding.

(h)           “Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, including any appeal therefrom.

14.         Binding Effect, Duration and Scope of Agreement.     This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives.  This Agreement shall continue in effect during the indemnification period, regardless of whether Indemnitee continues to serve as a director.

15.         Severability.    If any provision or provisions of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

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(a)           the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and

(b)           to the fullest extent legally possible, the provisions of this Agreement shall be construed so as to give effect to the intent of any provision held invalid, illegal or unenforceable.

16.         Governing Law and Interpretation of Agreements.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws, except that Delaware law, including future amendments during the term of this Agreement, shall be applied in determining the scope and extent of the phrase “to the fullest extent permitted by applicable law,” in Section 2 of this Agreement.

17.         Consent to Jurisdiction.  The Company and Indemnitee irrevocably consent to the jurisdiction of the courts of the State of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

18.         Attorneys Fees.  In any proceeding brought to enforce any provision of this Agreement, or to seek damages for a breach of any provision hereof, or when any provision hereof is validly asserted as a defense, the prevailing party shall be entitled to receive from the other party all reasonable attorneys fees and costs in connection therewith.

19.         Authorization.  Company has all necessary power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Company and its officers, directors and shareholders.  No authorization, consent or approval of or filing with any governmental authority or any other person is required to be obtained or made by Company in connection with the execution, delivery or performance of this Agreement.

20.         Confidentiality.  Unless otherwise required by law, Company agrees to, and shall undertake all necessary action required to, keep confidential all information which relates to any Expense or any transaction or defense or indemnity arising out of this Agreement which relates to Indemnitee.

21.         Maintenance of Obligation to Indemnify.  Company hereby covenants and agrees that it shall not permit the indemnification provided to Indemnitee as set forth in this Agreement to be compromised, restricted, limited, or eliminated in any manner, including by way of amendment of Company’s bylaws and other governing documents.

22.         Further Assurances.  Each party shall execute such instruments and other documents, and take such action as may be required, as the other party may reasonably request, for the purpose of carrying out or evidencing the transactions contemplated hereby.

23.         Entire Agreement.  This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein or as provided in Section 12 hereof.

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24.         Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEROF, the undersigned have executed this Agreement as of the day and year first written above.

Company

SEAOSPA, INC.,

a Nevada corporation

By:

Name:

Title:

Indemnitee

By:

Name:

Title:

Signature Page to Indemnification Agreement

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EX-10.9

Exhibit 10.9

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2010, by and among Seaospa, Inc., a Nevada corporation (the “Company”), and each of the undersigned (individually a “Holder” and collectively, the “Holders”).

WHEREAS:

A.           In connection with a Share Exchange Agreement by and among the parties hereto of even date herewith (the “Exchange Agreement”), the holders of outstanding equity securities of Thwapr, Inc., a Delaware corporation (“Thwapr”), shall acquire approximately 90% of the issued and outstanding common stock of the Company and Thwapr shall be come a wholly-owned subsidiary of the Company.

B.           The Holders are current stockholders of the Company, and will remain stockholders of the Company following the closing of the Exchange Agreement.

C.           The Company has agreed, upon the terms and subject to the conditions contained herein, to provide the Holders with certain registration rights with respect to the number of shares of the Company’s common stock set forth on Exhibit A hereto (the “Common Shares”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Holders hereby agree as follows:

1.           DEFINITIONS.

a.           As used in this Agreement, the following terms shall have the following meanings:

(i)           “Holders” means the Holders and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 6 hereof.

(ii)          “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the “SEC”).

(iii)        “Registrable Securities” means the Common Shares.

(iv)         “Registration Statement” means a registration statement of the Company under the 1933 Act.

2.           REGISTRATION.

a.           If the Company shall determine to register any of its securities for account of a security holder or holders acquiring shares of common stock (“Financing Shares”) of the Company in one or more financings within twelve (12) months after the date hereof the Company will use commercially reasonable best efforts to include in such Registration Statement covering the resale of the Registrable Securities, and use commercially reasonable efforts to cause the Registration Statement declared effective; provided, however, that the amount of Registrable Securities (excluding the Registrable Securities held by Yossi Benitah and Yakov Terner) to be included in the Registration Statement shall be limited to not less than 100% of the maximum amount of the Registrable Securities which may be included in a single registration statement without exceeding registration limitations imposed the SEC pursuant to Rule 415, provided, further, that the amount of Registrable Securities held by Yossi Benitah and Yakov Terner to be included in the Registration Statement shall be limited to the extent of any registration limitations imposed by the SEC pursuant to Rule 415, and provided, further, that the Company shall not be obligated to the Holders for any penalties or damages, liquidated or otherwise, if the Registration Statement is not declared effective.

b.           Except as specifically otherwise set forth herein, any registration pursuant to Section 2.a, will be on the terms and conditions (including termination, cut backs, etc.) agreed upon between the Company and the holders of Financing Shares as if the Holders were holders of Financing Shares.

c.           The Company will pay all expenses  associated with the registration, including, without limitation, filing and printing fees, and the Company’s counsel and accounting fees and expenses and costs, if any, associated with clearing the Registrable Securities for sale under applicable state securities laws, but not any fees or expenses of the Holders, including any counsel to the Holders.

d.           The Company will use commercially reasonable efforts to cause the Registration Statement to remain continuously effective for a period (the “Effectiveness Period”) that will terminate upon the earlier of (x) the date on which all the Registrable Securities covered by the Registration Statement have been sold or (y) the date on which all the Registrable Securities covered by the Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(b), as determined by reputable United States securities counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holder, andwill advise the Holders when the Effectiveness Period has expired with respect to the Holders.

3.           OBLIGATIONS OF THE HOLDERS.

In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

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a.           It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

b.           Each Holder, by such Holder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities from any Registration Statement.

c.           Each Holder agrees to immediately discontinue disposition of Registrable Securities pursuant to any registration statement upon notice from the Company of (x) the issuance of any stop order or other suspension of effectiveness of any Registration Statement by the SEC, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction by the applicable regulatory authorities or (y) the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (z) the failure of the prospectus included in any Registration Statement, as then in effect, to comply with the requirements of the Securities Act, until the Holder’s receipt of a supplemented or amended prospectus or receipt of notice that no supplement or amendment is required.

4.           INDEMNIFICATION.

In the event of a registration of any Registrable Securities under this Agreement:

a.           The Company will, to the extent permitted by law, indemnify and hold harmless each Holder, its officers, directors and other person, if any, who controls such Holder within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which such Holder or such controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 4.c reimburse such Holder and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to such Holder or any such controlling person to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) such Holder failed to send or deliver a copy of the final prospectus delivered by the Company to such Holder with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any Holder or any controlling person in writing specifically for use in any Registration Statement or prospectus.

3

b.           Each Holder severally but not jointly will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs a Registration Statement, and each director of the Company, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that such Holder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Holder, as such, furnished in writing to the Company by such Holder specifically for use in any Registration Statement or prospectus, and provided, further, however, that the liability of such Holder hereunder shall be limited to the net proceeds actually received by such Holder from the sale of Registrable Securities covered by a Registration Statement.

c.           Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 4.c and shall only relieve it from any liability which it may have to such indemnified party under this Section 4.c except and only if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 4.c for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

4

5.           CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 4 to the fullest extent permitted by law; provided, however, that  no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 4,  no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation, and contribution (together with any indemnification or other obligations under this Agreement) by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

6.           ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by the Holders to any transferee of all or any portion of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of  the name and address of such transferee or assignee, and  the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement, and (vi) such transferee shall be an “accredited investor” as that term defined in Rule 501 of Regulation D promulgated under the 1933 Act.

7.           AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with written consent of the Company, and Holders who in the aggregate hold 25% of the Registrable Securities.  Any amendment or waiver effected in accordance with this Section 7 shall be binding upon each Holder and the Company.

5

8.           MISCELLANEOUS.

a.           A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities.  If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

b.           Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth on the signature pages hereto (or at such other address for a party as shall be specified by like notice.)  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pacific Standard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Pacific Standard Time) on any business day, (c) on the second business day following the date of mailing, if sent by a nationally recognized overnight courier service, or (d) if by personal delivery, upon actual receipt by the party to whom such notice is required to be given..

c.           Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

d.            THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN LAS VEGAS, NEVADA, WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

6

e.           In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

f.           This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein.  This Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

g.           Subject to the requirements of Section 6 hereof, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

h.           The headings in this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

i.           This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

j.           Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

k.           Except as otherwise provided herein, all consents and other determinations to be made by the Holders pursuant to this Agreement shall be made by Holders holding a majority of the Registrable Securities.

l.           The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company and the undersigned Holders have caused this Agreement to be duly executed as of the date first above written.

	Address for Notices:
SEAOSPA, INC.
	220 12th Avenue, 3rd Floor
	New York, New York 10001
	Attention:  Barry Hall
	Facsimile No.:  (212) 537-5804
By:
Name: Barry Hall
Title:  Chief Financial Officer

8

HOLDERS:

	Address for Notices:
Yossi Benitah
	facsimile:
Yakov Terner
	facsimile:
Yaron Borenstein
	facsimile:
Ophir Even
	facsimile:
Bronia Fruhter
	facsimile:
Gideon Reifman
	facsimile:

9

Exhibit A

Holder	Number of Common Shares
Yossi Benitah	1,500,000
Yakov Terner	1,500,000
Yaron Borenstein	241,800
Ophir Even	227,500
Bronia Fruhter	258,000
Gideon Reifman	278,867

EX-99.1

Exhibit 99.1

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

THWAPR, INC.

CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
BALANCE SHEETS	2
STATEMENTS OF OPERATIONS	3
STATEMENTS OF CASH FLOWS	4
STATEMENTS OF SHAREHOLDERS' EQUITY	5
NOTES TO FINANCIAL STATEMENTS	6-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Thwapr, Inc.

We have reviewed the accompanying balance sheet of Thwapr, Inc. (a development stage Company) (the “Company”) as of September 30, 2009 and December 31, 2008, the related statements of operations for the three months and nine months ended September 30, 2009 and 2008, and the period from March 14, 2007 (date of inception) through September 30, 2009, the statements of cash flows for the nine months ended September 30, 2009 and 2008, and for the period from March 14, 2007 through September 30, 2009 and the statements of shareholders’ equity for the period from March 14, 2007 through September 30, 2009. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

Rose, Snyder & Jacobs

A Corporation of Public Accountants

Encino, California

February 15, 2010

- 1 - -

HWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	(Unaudited)
	September 30,			December 31,
	2009			2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	14,876		$	356
Prepaid expenses		1,003			-
TOTAL CURRENT ASSETS		15,879			356
PROPERTY AND EQUIPMENT, net		19,303			-
OTHER ASSETS
Deposits		-			900
TOTAL ASSETS	$	35,182		$	1,256
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	85,923		$	75,222
Accounts payable to shareholders		2,201			51,124
TOTAL CURRENT LIABILITIES		88,124			126,346
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 15,729,212 and 0 shares issued and outstanding		1,574			-
Common stock, $0.0001 par value, 180,000,000 shares authorized, 168,500 and 14,735,712 shares issued and outstanding		17			1,474
Additional paid-in capital		3,287,167			1,219,002
Subscription receivable		(350,000	)		-
Deficit accumulated during the development stage		(2,991,700	)		(1,345,566	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(52,942	)		(125,090	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	35,182		$	1,256

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

- 2 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (Unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND THE PERIOD

FROM MARCH 14, 2007 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2009

													March 14, 2007
	For the Three Months Ended						For the Nine Months Ended						(Date of Inception)
	September 30,						September 30,						through
	2009			2008			2009			2008			September 30, 2009
REVENUE	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-			-
GROSS PROFIT		-			-			-			-			-
OPERATING EXPENSES:
Accounting and legal services		35,325			-			102,929			18,262			152,045
Consulting fees to Synthetica		144,000			105,300			444,000			307,800			1,157,000
Marketing expenses		16,000			6,000			24,930			17,705			56,985
Other consulting fees		254,336			35,250			545,589			84,390			658,379
Rent		15,000			-			35,000			-			35,000
Taxes		-			-			800			800			2,486
Technology development		216,107			73,031			417,715			196,626			797,241
Website development		2,500			10,573			5,970			16,573			34,543
Other operating expenses		33,556			2,216			69,227			14,761			98,047
TOTAL OPERATING EXPENSES		716,824			232,370			1,646,160			656,917			2,991,726
LOSS FROM OPERATIONS		(716,824	)		(232,370	)		(1,646,160	)		(656,917	)		(2,991,726	)
OTHER INCOME:
Interest income		26			-			26			-			26
NET LOSS	$	(716,798	)	$	(232,370	)	$	(1,646,134	)	$	(656,917	)	$	(2,991,700	)
Basic and diluted loss per share	$	(0.21	)	$	(0.02	)	$	(0.15	)	$	(0.05	)
Weighted average shares outstanding		3,374,650			14,547,234			11,263,889			14,398,705

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

- 3 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND THE PERIOD

FROM MARCH 14, 2007 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2009

							March 14, 2007
	For the Nine Months Ended						(Date of Inception)
	September 30,						through
	2009			2008			September 30, 2009
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(1,646,134	)	$	(656,917	)	$	(2,991,700	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		420,222			-			420,222
Depreciation		2,924			-			2,924
Change in assets - (increase) decrease:
Prepaid expenses		(1,003	)		-			(1,003	)
Deposits		900			(900	)		-
Change in liabilities - increase (decrease):
Accounts payable and accrued expenses		(48,923	)		36,264			26,299
Accounts payable to shareholders		10,701			-			61,825
NET CASH USED IN OPERATING ACTIVITIES		(1,261,313	)		(621,553	)		(2,481,433	)
CASH FLOW FROM INVESTING ACTIVITIES
Payments for purchases of property and equipment		(22,227	)		-			(22,227	)
NET CASH USED IN INVESTING ACTIVITIES		(22,227	)		-			(22,227	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net		1,298,060			298,800			2,518,536
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,298,060			298,800			2,518,536
NET INCREASE (DECREASE) IN CASH		14,520			(322,753	)		14,876
CASH AT BEGINNING OF PERIOD		356			321,512			-
CASH (OVERDRAFT) AT END OF PERIOD	$	14,876		$	(1,241	)	$	14,876
SUPPLEMENTARY DISCLOSURE:
Income taxes paid in cash	$	936		$	1,550		$	2,486

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

- 4 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

FOR THE PERIOD FROM MARCH 14, 2007 (DATE OF INCEPTION)

THROUGH SEPTEMBER 30, 2009

											Additional
	Preferred Stock				Common Stock						Paid in			Subscription			Accumulated
	Shares		Amount		Shares			Amount			Capital			Receivable			Deficit			Total
BALANCE, MARCH 14, 2007 (Date of Inception)		-	$	-		-		$	-		$	-		$	-		$	-		$	-
Issuance of shares to founders		-		-		4,285,712			429			(429	)		-			-			-
Issuance for cash ($0.07 per share)		-		-		10,000,000			1,000			770,676			-			-			771,676
Net loss		-		-		-			-			-			-			(454,014	)		(454,014	)
BALANCE, DECEMBER 31, 2007		-		-		14,285,712			1,429			770,247			-			(454,014	)		317,662
Issuance for cash ($1.00 per share)		-		-		450,000			45			448,755			-			-			448,800
Net loss		-		-		-			-			-			-			(891,552	)		(891,552	)
BALANCE, DECEMBER 31, 2008		-		-		14,735,712			1,474			1,219,002			-			(1,345,566	)		(125,090	)
Issuance for cash ($1.00 per share)		-		-		705,000			71			704,929			-			-			705,000
Issuance of warrants		-		-		-			-			70,000			-			-			70,000
Net loss		-		-		-			-			-			-			(301,095	)		(301,095	)
BALANCE, MARCH 31, 2009		-		-		15,440,712			1,545			1,993,931			-			(1,646,661	)		348,815
Issuance for cash ($1.00 per share)		-		-		288,500			29			288,471			-			-			288,500
Issuance of warrants		-		-		-			-			158,147			-			-			158,147
Net loss		-		-		-			-			-			-			(628,241	)		(628,241	)
BALANCE, JUNE 30, 2009		-		-		15,729,212			1,574			2,440,549			-			(2,274,902	)		167,221
Exchange of common shares to preferred shares		15,729,212		1,574		(15,729,212	)		(1,574	)		-			-			-			-
Issuance for cash ($4.00 per share)		-		-		168,500			17			654,543			(350,000	)		-			304,560
Issuance of warrants		-		-		-			-			192,075			-			-			192,075
Net loss		-		-		-			-			-			-			(716,798	)		(716,798	)
BALANCE, SEPTEMBER 30, 2009		15,729,212	$	1,574		168,500		$	17		$	3,287,167		$	(350,000	)	$	(2,991,700	)	$	(52,942	)

Prepared without audit.

See report of independent registered public accounting firm and notes to financial statements.

- 5 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and Nature of Operations

Thwapr, Inc. (the “Company”) was formed on March 14, 2007. The purpose of the Company is to develop software and the corresponding user interface that will allow mobile phone users to send videos and pictures captured on their phones to other mobile phone users regardless of device, platform or carrier. The Company plans to derive revenues from advertising on its website and imbedded into the videos as well as selling premium services to its customers. The Company expects to launch the service in a test market in late 2010 but does not expect to have revenues until such time that a significant number of users have signed up for and are using the service.

Basis of Presentation

The accompanying unaudited financial statements of Thwapr, Inc. have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2008. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the periods presented.

The results of operations presented for the three months and nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the year ending December 31, 2009 or for any other interim periods.

Development Stage Activities

Since inception the Company has not conducted any revenue producing business operations. All of the operating results and cash flows reported in the accompanying financial statements from March 14, 2007 through September 30, 2009 are considered to be those related to the development stage activities and represent the 'cumulative from inception' amounts required to be reported pursuant to Statements of Financial Accounting Standards (“SFAS”) No. 7, “Development Stage Enterprises.” The Company is focusing its efforts in two areas during the development stage. First, the Company is devoting substantial time and resources to software development related to the service it intends to provide. Second, the Company will spend significant time and resources testing the software against a variety of cell phone models, platforms and carriers.

Capital Structure

In July 2009, the Company amended and restated its Certificate of Incorporation to change its name to Thwapr, Inc., and to increase its authorized number of shares to 200,000,000 of which 180,000,000 shares shall be common and 20,000,000 shall be preferred stock. Concurrently, the Company entered into an Exchange Offer Agreement (“Offering”) with all the then shareholders of the Company. Pursuant to the Offering, shareholders at that time exchanged all of their respective shares of common stock of the Company for shares of Series A Preferred Stock of the Company at a ratio of 1 share of Series A Preferred Stock for each share of Common Stock.

Prepared without audit.

See report of independent registered public accounting firm

- 6 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

1. ORGANIZATION AND BASIS OF PRESENTATION (Continued)

The shares of Series A Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 9 shares of Common Stock for each share of Series A Preferred Stock upon the following events:

(a) the three year anniversary of the Offering and the Company obtains at least 10,000,000 active registered users, or

(b) upon the occurrence of a change of control.

The Series A Preferred Stock holders are voting on an as-converted basis.

Subsequently, the Company began an offering to sell 2,500,000 shares of common stock at an offering price of $4.00 per share for an aggregate offering amount of $10,000,000. In November 2009, the Company retroactively re-priced the stock offering to $1.25 per share and, as a result, issued additional shares to investors who had previously purchased Common Stock so that the number of shares they hold is equal to the amount of money invested divided by $1.25, with partial shares rounded up. The effect of this re-pricing is an increase to the number of shares of common stock sold from 168,500 to 539,200. In addition, for every ten shares of common stock purchased the stockholder received one warrant convertible into one share of common stock for five years at a price of $1.25 per share. The weighted average number of shares outstanding used to compute the loss per share reflects the effect of the re-pricing.

Going Concern

The Company has sustained operating losses and negative cash flows from operations since its inception. The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management is seeking investors and believes that raising capital will allow the Company to pursue the development of its software and business model. However, there can be no assurance that the Company will be able to raise sufficient capital to fully implement its business model.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation of computer and equipment and furniture and fixtures is computed on the straight-line basis over the estimated useful lives of the assets as follows:

Computer and equipment	3 years
Furniture and fixtures	5 years

Prepared without audit.

See report of independent registered public accounting firm

- 7 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amount of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments.

Technology Development

Technology development costs are charged to expense when incurred. These costs primarily include the costs associated with the development and testing of video and picture sharing technology. During the three months ended September 30, 2009 and 2008, technology development costs amounted to $216,107 and $73,031, respectively. During the nine months ended September 30, 2009 and 2008, technology development costs amounted to $417,715 and $196,626, respectively. From March 14, 2007 (inception) through September 30, 2009, technology development costs amounted to $797,241.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

Earnings (Loss) per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

Prepared without audit.

See report of independent registered public accounting firm

- 8 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	September 30, 2009			December 31, 2008
Computer equipment	$	17,757		$	-
Furniture and fixtures		4,470			-
		22,227			-
Accumulated depreciation		(2,924	)		-
Property and equipment, net	$	19,303		$	-

4. RELATED PARTY TRANSACTIONS

Payments for Consulting Services

Principals of Synthetica Holdings, LLC (“Synthetica”), a former shareholder of the Company, provide general management services to the Company in the form of a Chairman, CEO and CFO. Amounts were paid to Synthetica principals for services rendered as executives and directors of the Company. During the three months ended September 30, 2009 and 2008, amounts paid to Synthetica principals totaled $151,200 and $94,500, respectively. During the nine months ended September 30, 2009 and 2008, amounts paid to Synthetica principals totaled $494,600 and $307,800, respectively. From March 14, 2007 through September 30, 2009, the Company paid $1,157,000 to Synthetica principals. In addition, the principals of Synthetica pay expenses on behalf of the Company. The principals of Synthetica will be reimbursed for such costs. The balance due to the principals of Synthetica for reimbursement of expenses amounted to $2,201 at September 30, 2009.

5. INCOME TAXES

The Company has adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement 109, "Accounting for Income Taxes", and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company is subject to examination for all years it has filed income tax returns. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company’s review of prior year tax positions using the criteria and provisions presented in FIN 48 did not result in a material impact on the Company’s financial position or results of operations.

Prepared without audit.

See report of independent registered public accounting firm

- 9 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

6. COMMITMENTS AND CONTINGENCIES

Contracts and Agreements

The Company has a contract with one vendor to develop the software and the corresponding user interface that will allow mobile phone users to send videos and pictures captured on their phone to other mobile phone users. The contract can be terminated by the Company with a 15-day notice or by the vendor with a 30-day notice.

The Company has a consulting agreement with another vendor regarding the development of a mobile phone application prototype. The contract can be terminated by the Company with a 2-week notice. The completion of the project will cost approximately $90,000 of which $35,000 was accrued for by the Company as of September 30, 2009.

The Company has an agreement with another vendor who provides hosted video transcoding services and other related services and deliverables. Either party may terminate the agreement with a 30-day notice. Total fee for the services is a minimum of $42,000 for 12 months. The Company accrued $12,000 of service fees as of September 30, 2009.

7. WARRANT AGREEMENTS

On March 1, 2009, the Company issued warrants to consultants to purchase 70,000 shares at $1.00 per share.

The Company used the Black-Scholes option pricing model for estimating the fair value of the warrants at $70,000 with the following assumptions: average expected life of 10 years; average risk-free interest rate of 1.82%; dividend yield of 0%; and expected volatility of 200%.

There are 70,000 shares with an exercise price of $1.00 per share that are outstanding and exercisable at September 30, 2009 with no stated maturity date.

On April 15, 2009 and May 11, 2009 the Company issued warrants to consultants, vendors and advisors to purchase a total of 1,170,000 at $1.00 per share. Such warrants vest over a period of 18 months with one-third of the warrants vesting at the end of each six month period from the date of issuance.

The Company used the Black-Scholes option pricing model for estimating the fair value of the warrants at $1,152,450 with the following assumptions: average expected life of 5-3/4 years; average risk-free interest rate of 2.93%; dividend yield of 0%; and expected volatility of 200%.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and non-employees of the Company. These options were granted in lieu of cash compensation for services performed.

	Number of shares		Exercise Price
Outstanding at December 31, 2008		-	$	-
Granted		1,240,000		1.00
Expired/cancelled		-		-
Exercised		-		-
Outstanding at September 30, 2009		1,240,000	$	1.00
Exercisable at September 30, 2009		70,000	$	1.00

Prepared without audit.

See report of independent registered public accounting firm

- 10 - -

THWAPR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

8. SUBSEQUENT EVENTS

The Company has performed a review of events subsequent to the balance sheet date through February 15, 2010, the date that the financial statements were issued.

Issuance of Convertible Promissory Notes

On November 2, 2009, the Board of Directors of the Company authorized the issuance of Convertible Notes with such notes bearing interest at 5%, convertible at the same conditions as the next major equity financing of the Company in excess of $2.0 million. Additionally, each investor in the notes will be issued, upon conversion of the Notes, warrants in an amount of 10% of the number of shares obtain during conversion and such warrants would be price at the price stock upon conversion. Also, upon a reorganization, consolidation or merger, the Company, at its sole discretion, may convert the principal amount of the Notes and all accrued and unpaid interest, into securities or cash, as the case may be, at a price of $1.25 per share. As of February 15, 2010 the Company had issued Convertible Notes aggregating $25,000.

Re-pricing of Previously Sold Common Stock

In November 2009, the Company retroactively re-priced their stock offering to $1.25 per share from $4.00 per share and, as a result, issued additional shares to investors who had previously purchased common stock so that the number of shares they hold is equal to the amount of money invested divided by $1.25, with partial shares rounded up. The effect of the re-pricing is an increase to the number of shares of common stock sold from 168,500 to 539,200. Additionally, for every ten shares of common stock purchased the stockholder receives one warrant convertible into one share of common stock for five years at a price of $1.25 per share. As of February 15, 2010, an additional 394,000 shares of common stock had been sold at a price of $493,000.

Prepared without audit.

See report of independent registered public accounting firm

- 11 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2008

AND THE PERIODS

FROM MARCH 14, 2007 (DATE OF INCEPTION)

THROUGH DEMBER 31, 2007

AND FROM MARCH 14, 2007

THROUGH DECEMBER 31, 2008

MOBILE VIDEO DEVELOPMENT, INC.

CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
BALANCE SHEETS	2
STATEMENTS OF OPERATIONS	3
STATEMENTS OF CASH FLOWS	4
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)	5
NOTES TO FINANCIAL STATEMENTS	6-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Mobile Video Development, Inc.

We have audited the accompanying balance sheets of Mobile Video Development, Inc. (a development stage Company) (the “Company”) as of December 31, 2008 and 2007 and the related statements of operations, shareholders’ equity (deficit) and cash flows for the year ended December 31, 2008, for the period from March 14, 2007 (date of inception) through December 31, 2007, and for the period from March 14, 2007 through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mobile Video Development, Inc. as of December 31, 2008 and 2007, and the results of its operations and cash flows for the year ended December 31, 2008, for the period from March 14, 2007 through December 31, 2007, and for the period from March 14, 2007 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained operating losses, continues to use cash in its operating activities and has negative working capital and an accumulated deficit at December 31, 2008. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Rose, Snyder & Jacobs

A Corporation of Public Accountants

Encino, California

April 27, 2009

- 1 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF DECEMBER 31, 2008 AND 2007

	December 31,
	2008			2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	356		$	321,512
TOTAL CURRENT ASSETS		356			321,512
OTHER ASSETS
Deposits		900			-
TOTAL ASSETS	$	1,256		$	321,512
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	75,222		$	3,850
Accounts payable to shareholders		51,124			-
TOTAL CURRENT LIABILITIES		126,346			3,850
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock, $0.0001 par value, 100,000,000 shares authorized, 14,735,712 and 14,285,712 shares issued and outstanding		1,474			1,429
Additional paid-in capital		1,219,002			770,247
Deficit accumulated during the development stage		(1,345,566	)		(454,014	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(125,090	)		317,662
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	1,256		$	321,512

See report of independent registered public accounting firm and notes to financial statements.

- 2 -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIODS

FROM MARCH 14, 2007 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2007 AND

 FROM MARCH 14, 2007 THROUGH DECEMBER 31, 2008

				March 14, 2007			March 14, 2007
	Year Ended			(Date of Inception)			(Date of Inception)
	December 31,			through			through
	2008			December 31, 2007			December 31, 2008
REVENUE	$	-		$	-		$	-
COST OF SALES		-			-			-
GROSS PROFIT		-			-			-
OPERATING EXPENSES:
Legal services		18,942			30,174			49,116
Website development		16,573			12,000			28,573
Technology development		288,329			91,197			379,526
Marketing expenses		32,055			-			32,055
Consulting fees to Synthetica		428,600			284,400			713,000
Other consulting fees		56,390			24,400			80,790
Taxes		936			750			1,686
Other operating expenses		49,727			11,093			60,820
TOTAL OPERATING EXPENSES		891,552			454,014			1,345,566
LOSS FROM OPERATIONS		(891,552	)		(454,014	)		(1,345,566	)
NET LOSS	$	(891,552	)	$	(454,014	)	$	(1,345,566	)
Basic and diluted loss per share	$	(0.06	)	$	(0.03	)
Weighted average shares outstanding		14,474,810			14,285,712

See report of independent registered public accounting firm and notes to financial statements.

- 3 -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIODS

FROM MARCH 14, 2007 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2007 AND

FROM MARCH 14, 2007 THROUGH DECEMBER 31, 2008

				March 14, 2007			March 14, 2007
	Year Ended			(Date of Inception)			(Date of Inception)
	December 31,			through			through
	2008			December 31, 2007			December 31, 2008
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(891,552	)	$	(454,014	)	$	(1,345,566	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in:
Deposits		(900	)		-			(900	)
Accounts payable and accrued expenses		71,372			3,850			75,222
Accounts payable to shareholders		51,124			-			51,124
NET CASH USED IN
OPERATING ACTIVITIES		(769,956	)		(450,164	)		(1,220,120	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net		448,800			771,676			1,220,476
NET CASH PROVIDED BY
FINANCING ACTIVITIES		448,800			771,676			1,220,476
NET INCREASE (DECREASE)
IN CASH		(321,156	)		321,512			356
CASH AT BEGINNING OF PERIOD		321,512			-			-
CASH AT END OF PERIOD	$	356		$	321,512		$	356
SUPPLEMENTARY DISCLOSURE:
Income taxes paid in cash	$	1,550		$	-		$	1,550

See report of independent registered public accounting firm and notes to financial statements.

- 4 -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2008 AND THE PERIOD

FROM MARCH 14, 2007 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2007

					Additional
	Common Stock				Paid in			Accumulated
	Shares		Amount		Capital			Deficit			Total
BALANCE, MARCH 14, 2007 (Date of Inception)		-	$	-	$	-		$	-		$	-
Issuance of shares to founders		4,285,712		429		(429	)		-			-
Issuance for cash ($0.07 per share)		10,000,000		1,000		770,676			-			771,676
Net loss		-		-		-			(454,014	)		(454,014	)
BALANCE, DECEMBER 31, 2007		14,285,712		1,429		770,247			(454,014	)		317,662
Issuance for cash ($1.00 per share)		450,000		45		448,755			-			448,800
Net loss		-		-		-			(891,552	)		(891,552	)
BALANCE, DECEMBER 31, 2008		14,735,712	$	1,474	$	1,219,002		$	(1,345,566	)	$	(125,090	)

See report of independent registered public accounting firm and notes to financial statements.

- 5 -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and Nature of Operations

Mobile Video Development, Inc. (the “Company”) was formed on March 14, 2007. The purpose of the Company is to develop software and the corresponding user interface that will allow mobile phone users to send videos and pictures captured on their phones to other mobile phone users regardless of device, platform or carrier. The Company plans to derive revenues from advertising on its website and imbedded into the videos as well as selling premium services to its customers. The Company expects to launch the service in a test market in late 2010 but does not expect to have revenues until such time that a significant number of users have signed up for and are using the service.

Development Stage Activities

Since inception the Company has not conducted any revenue producing business operations. All of the operating results and cash flows reported in the accompanying financial statements from March 14, 2007 through December 31, 2008 are considered to be those related to the development stage activities and represent the 'cumulative from inception' amounts required to be reported pursuant to Statements of Financial Accounting Standards (“SFAS”) No. 7, “Development Stage Enterprises.” The Company is focusing its efforts in two areas during the development stage. First, the Company is devoting substantial time and resources to software development related to the service it intends to provide. Second, the Company will spend significant time and resources testing the software against a variety of cell phone models, platforms and carriers.

Going Concern

The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management is seeking investors and believes that raising capital will allow the Company to pursue the development of its software and business model. However, there can be no assurance that the Company will be able to raise sufficient capital to fully implement its business model.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates.

See report of independent registered public accounting firm

- 6 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

The carrying amount of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments.

Technology Development

Technology development costs are charged to expense when incurred. These costs primarily include the costs associated with the development and testing of video and picture sharing technology. During the year ended December 31, 2008 and the period from March 14, 2007 (inception) through December 31, 2007, technology development costs amounted to $288,329 and $91,197, respectively. From March 14, 2007 (inception) through December 31, 2008, technology development costs amounted to $379,526.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

Earnings (Loss) per Share

The Company utilizes SFAS No. 128, "Earnings per Share." Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

Recently Issued Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” Management believes that the implementation of this standard will have no material impact on the Company’s financial position and results of operations.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. Management is currently assessing the impact of FSP EITF 03-6-1 on the Company’s financial position and results of operations.

See report of independent registered public accounting firm

- 7 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. Management is currently assessing the impact of EITF 07-5 on the Company’s financial position and results of operations.

In June 2008, the FASB ratified EITF Issue No. 08-3, “Accounting by Lessees for Maintenance Deposits Under Lease Arrangements” (“EITF 08-3”). EITF 08-3 provides guidance for accounting for nonrefundable maintenance deposits. It also provides revenue recognition accounting guidance for the lessor. EITF 08-3 is effective for fiscal years beginning after December 15, 2008. Management is currently assessing the impact of EITF 08-3 on the Company’s financial position and results of operations.

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Management does not expect the adoption of FSP FAS 142-3 will have a material impact on the Company’s financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”), an amendment of FASB Statement No. 133. SFAS No. 161 requires enhanced disclosures about a company's derivative and hedging activities. These enhanced disclosures will discuss (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company's financial position, results of operations, and cash flows. SFAS No. 161 is effective for fiscal years beginning on or after November 15, 2008, with earlier adoption allowed. The Company does not anticipate that the adoption of this accounting pronouncement will have a material effect on the financial statements.

In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. Therefore, the Company will delay application of SFAS 157 to its nonfinancial assets and nonfinancial liabilities. Management does not anticipate that the delayed adoption of this accounting pronouncement will have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). These new standards will significantly change the financial accounting and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. Management expects SFAS 141(R) will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.

See report of independent registered public accounting firm

- 8 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN No. 48-1, “Definition of Settlement in FASB Interpretation No. 48” (“FSP FIN No. 48-1”). FSP FIN No. 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN No. 48-1 is effective for fiscal years beginning after December 15, 2006 in accordance with the initial adoption date of Interpretation 48. The adoption of this standard did not have a significant impact on the Company’s financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” — Including an Amendment of SFAS No. 115 (“SFAS 159”), which permits an entity to measure certain financial assets and financial liabilities at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS 159 amends previous guidance to extend the use of the fair value option to available-for-sale and held-to-maturity securities. The statement also establishes presentation and disclosure requirements to help financial statement users understand the effect of the election. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of this standard did not have a significant impact on the Company’s financial condition or results of operations.

3. RELATED PARTY TRANSACTIONS

Payment for Consulting Services

Principals of Synthetica Holdings, LLC (“Synthetica”), a shareholder of the Company, provide general management services to the Company in the form of a Chairman, CEO and CFO. Amounts paid to Synthetica principals were in lieu of salaries and represented compensation for services rendered as executives and directors of the Company. During the year ended December 31, 2008 and the period from March 14, 2007 (date of inception) through December 31, 2007, the amount paid to Synthetica principals in aggregate was $377,476 and $284,400, respectively. From March 14, 2007 through December 31, 2008, the Company paid $661,876 to Synthetica principals. The balance due to the principals of Synthetica amounted to $51,124 and $0 at December 31, 2008 and 2007, respectivley.

4. COMMITMENTS AND CONTINGENCIES

Cash Deposits

The Company maintains its cash at a financial institution. The account is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $100,000. On October 3, 2008, the FDIC temporarily increased its coverage from $100,000 to $250,000 per depositor through December 31, 2009. The Company’s cash account, at times, may exceed federally insured limits.

Development Contract

The Company has a contract with one vendor to develop the software and the corresponding user interface that will allow mobile phone users to send videos and pictures captured on their phone to other mobile phone users. The contract can be terminated by the Company with a 15-day notice or by the vendor with a 30-day notice.

See report of independent registered public accounting firm

- 9 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

5. INCOME TAXES

The Company has adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement 109, "Accounting for Income Taxes", and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company is subject to examination for all years it has filed income tax returns. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Company’s review of prior year tax positions using the criteria and provisions presented in FIN 48 did not result in a material impact on the Company’s financial position or results of operations.

At December 31, 2008, the Company has net operating loss carryforwards available for federal tax purposes, which expire from 2027 to 2028. The amount of net operating losses which may be utilized in future years may be subject to significant annual limitations should an ownership change occur. The Company also has operating loss carryforwards available for California income tax purposes, which expire from 2018 to 2019.

At December 31, 2008 and 2007, total deferred income tax assets consist principally of net operating loss carryforwards in amounts still to be determined. For financial reporting purposes, a valuation allowance has been recognized in an amount equal to such deferred income tax assets due to the uncertainly surrounding their ultimate realization.

6. SUBSEQUENT EVENTS

Stock Purchase Agreement

On March 6, 2009, Pax Clean Energy, Inc. ("Pax"), a publicly traded company, entered into a stock purchase agreement (the "Agreement") with the Company. Pursuant to the Agreement, PAX will acquire 100% of the issued and outstanding shares of common stock of the Company, in exchange for the issuance of approximately 16,000,000 shares of to-be-designated Series A Convertible Preferred Stock of PAX (the "Preferred Shares") to the shareholders of the Company (the "Exchange"). The Preferred Shares cannot be sold, transferred, pledged, hypothecated, or converted into shares of Pax’s common stock for a period of at least three (3) years from the date of issuance (the "Lock-Up Period"). After the Lock-Up Period, the Preferred Shares may be converted only if the combined Pax/Company entity obtains a minimum of ten (10) million subscribers for the Company’s services. The Preferred Shares will have 5:1 voting rights and a conversion rate of 36:1.

The Agreement between Pax and the Company is subject to certain closing conditions ("Closing Conditions") including, but not limited to:

(a) Approval by the majority of the holders of Pax’s issued and outstanding shares of common stock of (A) an amendment to Pax’s Certificate of Incorporation to authorize 20,000,000 shares of blank-check preferred stock; (B) an increase in Pax’s authorized shares of common stock to 750,000,000 shares; (C) a change of Pax’s name to "Thwapr, Inc." to more accurately reflect the new focus of the new resultant entity; and (D) an amendment to Pax’s Certificate of Incorporation to allow for supermajority preferred voting rights;

See report of independent registered public accounting firm

- 10 - -

MOBILE VIDEO DEVELOPMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

6. SUBSEQUENT EVENTS (Continued)

(b) The filing with the SEC of a Preliminary 14C Information Statement (the "Preliminary 14C") notifying non-consenting shareholders of the approval by the majority of the holders of Pax’s issued and outstanding shares of common stock of the actions described in Section (a) above;

(c) The filing with the SEC of a Definitive 14C Information Statement;

(d) The filing with the Delaware Secretary of State of an amended Certificate of Incorporation of Pax designating blank check preferred stock; increasing the Company's authorized shares of common stock; changing Pax’s name; and allowing for supermajority preferred voting rights; and

(e) The filing with the Delaware Secretary of State of a Certificate of Designation for the Preferred Shares.

Issuance of Common Stock

During the first quarter of 2009, 705,000 shares of common stock were issued to an investor for $705,000 in cash.

See report of independent registered public accounting firm

- 11 - -

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Balance Sheet at September 30, 2009

Notes to the Unaudited Pro Forma Balance Sheet

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

On March 29, 2010 Seaospa, Inc.  ("Seaospa" or "Company") a public reporting company without any business or operating activities, issued 142,676,508 shares of unregistered shares of common stock in exchange for 100% equity interest in Thwapr, Inc. ("Thwapr"), making Thwapr a wholly-owned subsidiary of Seaospa at the opening of business on March 30, 2010.  This voluntary share exchange transaction resulted in the shareholders of Thwapr obtaining a majority voting interest in the Company.  Accounting principles generally accepted in the United States of America require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition.  Accordingly, the share exchange transaction has been accounted for as recapitalization of Thwapr.

The following unaudited pro forma combined balance sheet reflects the combination of Thwapr and Seaospa and the issuance of shares of Seaospa common stock to Thwapr stockholders.  The unaudited pro forma combined balance sheet has been derived from unaudited consolidated historical financial statements of both Thwapr and Seaospa.  The financial statements of Seaospa as of September 30, 2009 are contained in its Quarterly Report on Form 10-Q filed with the SEC on November 10, 2009.  The financial statements of Thwapr as of September 30, 2009 are contained in this filing.

Although from a legal perspective, Seaospa acquired Thwapr, from an accounting perspective, the transaction is viewed as a recapitalization of Thwapr accompanied by an issuance of stock by Thwapr for the net assets of Seaospa. This is because Seaospa did not have operations immediately prior to the merger, and following the merger, Thwapr is the operating company.  Thwapr's officers and directors will serve as the officers and directors of the new combined entity. Additionally, Thwapr's stockholders will own approximately 91% of the outstanding shares of Seaospa after the completion of the transaction.

Given these circumstances, the transaction is accounted for as a capital transaction rather than as a business combination.  That is, the transaction is equivalent to the issuance of stock by Thwapr for the net assets of Seaospa, accompanied by a recapitalization. Because the transaction is accounted for as a capital transaction, the pro-forma financial statements do not include an income statement.  In addition, the pro forma balance sheet has been prepared in such a manner that the pro forma equity section reflects the total outstanding Seaospa shares for the new merged entity.  Additional, Seaospa's accumulated deficit and additional paid-in capital accounts have been eliminated, while Thwapr's accumulated deficit remains.

The following Unaudited Pro Forma Combined Balance Sheet give effect to the aforementioned reverse acquisition based on the assumptions and adjustments set forth in the accompanying notes to the Unaudited Pro Forma Combined Balance Sheet which management believes are reasonable.  The Unaudited Pro Forma Combined Balance Sheet  represents the combined financial position of Seaospa and Thwapr as of September 30, 2009 as if the reverse acquisition occurred on September 30, 2009.    These unaudited Pro Forma Combined Financial Statements and accompanying notes should be read in conjunction with the unaudited historical financial statements and related notes of Seaospa and Thwapr, which are included in this document and in the Form 10-Q filed on November 10, 2009.

The Unaudited Pro Forma Combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the reverse acquisition of Seaospa had been consummated as of the beginning of the period indicated, nor is it necessarily indicative of the results of future operations.

SEAOSPA, INC

UNAUDITED PROFORMA COMBINED BALANCE SHEET

	September 30, 2009
ASSETS	Thwapr, Inc. (Unaudited)			Seaospa, Inc. (Unaudited)			Note	Pro Forma Adjustments			Pro Forma Combined (Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	14,876		$	35,270						$	50,146
Prepaid expenses		1,003			-							1,003
TOTAL CURRENT ASSETS		15,879			35,270				-			51,149
PROPERTY AND EQUIPMENT, net		19,303			-							19,303
OTHER ASSETS
Deposits		-			-							-
TOTAL ASSETS	$	35,182		$	35,270			$	-		$	70,452
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	85,923		$	10,000			$	-		$	95,923
Accounts payable to shareholders		2,201			-				-			2,201
TOTAL CURRENT LIABILITIES		88,124			10,000				-			98,124
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock		1,574			-		2(a)		(1,574	)		-
Common stock		17			487		2(a)		46,510			47,014
Additional paid-in capital		3,287,167			56,511		2(a)		(76,664	)		3,267,014
Subscription receivable		(350,000	)		-							(350,000	)
Deficit accumulated during the development stage		(2,991,700	)		(31,728	)			31,728			(2,991,700	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(52,942	)		25,270				-			(27,672	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	35,182		$	35,270			$	-		$	70,452

The accompanying notes are an integral part of these unaudited pro forma combined financial statements

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

1.  BASIS OF PRESENTATION

The Unaudited Pro Forma Combined Balance Sheet represents the combined financial position of Seaospa and Thwapr as of September 30, 2009 as if the reverse acquisition occurred on September 30, 2009.

The Unaudited Pro Forma Combined Statements of Operations give effect to the reverse acquisition of Seaospa and Thwapr assuming that the reverse acquisition took place on the beginning of the first accounting period presented in these pro forma combined financial statements.

2. PROFORMA ADJUSTMENTS

(a) In July 2009, Thwapr amended and restated its Certificate of Incorporation to change its name to Thwapr, Inc., and to increase its authorized number of shares to 200,000,000 of which 180,000,000 shares shall be common and 20,000,000 shall be preferred stock.  Concurrently, Thwapr entered into an Exchange Offer Agreement (“Offering”) with all the then shareholders of Thwapr.  Pursuant to the Offering, shareholders at that time exchanged all of their respective shares of Common Stock of Thwapr for shares of Series A Preferred Stock of Thwapr at a ratio of one share of Series A Preferred Stock for each share of Common Stock.  The shares of Series A Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 9 shares of Common Stock for each share of Series A Preferred Stock upon the following events:

(a)	the three year anniversary of the Offering and Thwapr obtaining at least 10,000,000 active registered users, or
(b)	upon the occurrence of a change of control.

Subsequently, Thwapr began an offering of its Common Stock to sell 2,500,000 shares of Common Stock at an offering price of $4.00 per share for an aggregate offering amount of $10,000,000.  In November 2009, the Board of Directors of Thwapr retroactively re-priced the stock offering to $1.25 per share and issued additional shares to investors who had previously purchased Common Stock so that the number of shares they hold is equal to the amount of money invested divided by $1.25 with partial shares rounded up.  The effect of this re-pricing was to increase the number of shares of Common Stock from 168,500 to 539,200.  On February 19, 2010, Thwapr approved the conversion of the preferred stock to common stock with a restriction on the sale of the stock equal to the previous conversion to common stock.  The result was to increase the amount of stock from 16,268,412 shares outstanding to 142,102,108 shares outstanding of which 141,562,908 are restricted under the terms described above.  On March 5, 2010 Seaospa implemented a 3 for 1 stock split resulting in an increase in the number of shares of common stock of Seaospa outstanding from 4,869,918 to 14,609,754 and increasing the par value of the stock from $.0001 to $.0003 per share.

As a result of the above, on a Pro Forma basis the combined companies have total shares outstanding of 156,711,862 at a par value of $.0003 resulting in paid-in-capital of $47,014.

EX-99.3

Exhibit 99.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation of our report on the audited financial statements of Thwapr, Inc. (formerly Mobile Video Development, Inc.) as of December 31, 2008 and 2007, and our report on the unaudited financial statements of Thwapr, Inc. as of September 30, 2009 included in this Current Report on Form 8-K of Seaospa,  Inc.

Rose, Snyder & Jacobs

A Corporation of Certified Public Accountants

Encino, California

April 2, 2010