(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
3
SEC
USE ONLY
4
SOURCE
OF FUNDS (See Instructions)
SC
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bahamas
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7
SOLE
VOTING POWER
102,613,500
8
SHARED
VOTING POWER
0
9
SOLE
DISPOSITIVE POWER
102,613,500
10
SHARED
DISPOSITIVE POWER
0
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,613,500
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.2%
1
14
TYPE
OF REPORTING PERSON (See Instructions)
OO
1 Based on
157,386,262 shares outstanding on 3/29/2010.
Page 3 of
5
Item
1.
Security
and Issuer
This
Schedule 13D relates to the shares of common stock, $.0003 par value (the
“Common Stock”), of Seaospa, Inc. (the “Issuer”). The principal
executive offices of the Issuer are located at 220 12th Avenue,
3rd
Floor, New York, New York10001.
Item
2.
Identity
and Background
(a) This
Schedule 13D is being filed by SNK Capital Trust (the “Reporting
Person”). The Reporting Person is a trust organized under the laws of
the Bahamas.
(b) The
principal office of the Reporting Person is located at 2nd Floor,
International Bazaar, P.O. Box N-8198, Bay Street, Nassau, Bahamas, Attn: Gaye
Knowles, Trustee. The principal business of the reporting person is
investments primarily in securities.
(c) During
the last five years the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(d) During
the last five years the Reporting Person was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item
3.
Source
and Amount of Funds or Other
Consideration
The
Reporting Person acquired 102,613,500 shares (the “Shares”) of the Issuer’s
Common Stock in exchange for 102,613,500 shares (the “Thwapr Shares”) of common
stock of Thwapr, Inc. (“Thwapr”), in connection with the acquisition of Thwapr’s
outstanding shares by the Issuer through a voluntary share exchange with the
stockholders of Thwapr (the “Selling Stockholders”), pursuant to a Share
Exchange Agreement, dated March 5, 2010 (the “Agreement”), by and among the
Issuer, certain stockholders of the Issuer, Thwapr, and the Selling
Stockholders. The Agreement was filed with the Securities and
Exchange Commission on March 9, 2010 on a Current Report on Form
8-K.
Item
4.
Purpose
of the Transaction
The
Reporting Person received the Shares in exchange for the Thwapr Shares under the
Agreement.
Subject
to on going evaluation, except as set forth above, the Reporting Person has no
current plans or proposals which relate to or would result in any of the
following:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
Page 4 of 5
(f) Any
other material change in the Issuer’s business or corporate structure, including
but not limited to, if the Issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940;
(g) Changes
in the Issuer’s charter, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any
person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
(j) Any
action similar to any of those enumerated above.
Item
5.
Interest
in Securities of the Issuer
(a) The
Reporting Person beneficially owns 102,613,500 shares of Common Stock, which
represent approximately 65.2% of the outstanding shares of Common
Stock.
(b) The
Reporting Person has sole power to vote and sole power to dispose of 102,613,500
shares of Common Stock.
(c) No
transactions in the Issuer’s Common Stock were effected during the past 60 days
by the Reporting Person except as set forth in Item 3 above.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
Reference
is made to the transaction stated in Item 3 above.
Item
7.
Material
to be Filed as Exhibits
None
Page 5 of 5
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete, and
correct.
