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

Date of report (Date of earliest event reported): ~~May~~February 715, 2013

THQ INC.

(Exact Name of Registrant as Specified in Charter)



Delaware	0-18813	13-3541686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



29903 Agoura Road, Agoura Hills, CA	91301
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (818) 871-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

~~Monthly~~Closing ~~Operating~~of ~~Report~~the 505 Games Transaction

As previously disclosed, onin ~~December~~connection ~~19,~~with ~~2012~~its ongoing Chapter 11 case (the “Chapter 11 Case”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), THQ, Inc. (the “Company”) ~~and~~conducted a Section 363 auction for the sale of certain of ~~its~~the ~~subsidiaries,~~Company’s assets (~~together~~the ~~with~~“Auction”). As a result of the ~~Company~~Auction, the Company and 505 Games Srl, as purchaser (“~~Debtors~~505 Games”), ~~filed~~entered ~~voluntary~~into ~~petitions~~an ~~for~~Asset ~~relief~~Purchase ~~under~~Agreement ~~Chapter~~dated 11as of April 18, 2013 (the ~~United~~“505 ~~States~~Games ~~Bankruptcy~~Asset ~~Code~~Purchase Agreement”), pursuant to which the Company agreed to sell substantially all of its assets primarily related to Drawn to Life and Drawn to Life: The Next Chapter (together, the “~~Chapter~~505 11Games ~~Case~~Assets”) into ~~the~~505 ~~United~~Games ~~States~~pursuant ~~Bankruptcy~~to, ~~Court~~inter ~~for~~alia, Sections ~~the~~363 ~~District~~and 365 of ~~Delaware~~the U.S. Bankruptcy Code (the “Bankruptcy ~~Court~~Code”).

OnPursuant ~~May~~to ~~7, 2013,~~ the ~~Debtors~~terms ~~filed~~of ~~their monthly operating report for~~ the ~~period~~505 ~~beginning~~Games ~~March~~Asset 3,Purchase ~~2013 and ending March 30~~Agreement, ~~2013 (~~the ~~“March~~aggregate ~~2013~~consideration ~~Report”)~~received ~~with~~by the ~~Bankruptcy~~Company ~~Court~~was ~~and~~comprised ~~submitted~~of cash in the ~~March~~amount ~~2013~~of ~~Report~~$301,000 toand the ~~Office~~assumption of ~~the~~certain ~~United~~liabilities ~~States~~by ~~Trustee~~505 Games. On ~~The~~May ~~March~~31, 2013, ~~Report~~the isCompany ~~furnished~~completed ~~with~~the ~~this~~disposition ~~Current~~of ~~Report~~the on505 ~~Form~~Games ~~8-K~~Assets asto ~~Exhibit~~505 99Games.1.

~~The~~Closing March 2013 Report contains unaudited financial information that has not been reviewed by independent accountants, is limited to the Debtors and is in a format prescribed by applicable bankruptcy laws. The financial information related to the Debtors included in the March 2013 Report has been prepared to conform with specific instructions from the U.S. Trustee and is not presented in accordance with generally accepted accounting principles (“GAAP”) or SEC regulations applicable to financial statements contained in periodic reports filed with the SEC. Preparation of the ~~Debtors’~~Gearbox ~~financial statements in accordance with GAAP could result in material reconciliations and adjustments to certain financial information presented in the March 2013 Report.~~Transaction

~~The~~Also ~~March~~as ~~2013~~a ~~Report~~result ~~also~~of ~~may~~the ~~contain~~Auction, ~~information~~the ~~for~~Company ~~periods~~and ~~that~~Gearbox ~~are~~Software, ~~different~~LLC, ~~from~~as ~~those~~purchaser ~~contained~~(“Gearbox”), inentered ~~the~~into ~~reports~~an Asset Purchase Agreement dated as of April 19, 2013 (the ~~Company~~“Gearbox ~~has~~Asset ~~filed~~Purchase Agreement”), pursuant to which the ~~Securities~~Company ~~Exchange~~agreed ~~Act~~to sell substantially all of ~~1934,~~its asassets ~~amended~~primarily related to Homeworld (the “~~Exchange~~Gearbox ~~Act~~Assets”) to Gearbox pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code.

~~Such~~Pursuant ~~information~~to ~~also~~the ~~may~~terms ~~not be indicative~~ of the ~~financial~~Gearbox ~~condition~~Asset orPurchase ~~operating~~Agreement, ~~results of~~ the ~~Company~~aggregate ~~and~~consideration ~~its~~received ~~subsidiaries~~by ~~for~~ the ~~periods reflected in the~~ Company’s ~~financial~~was ~~statements~~comprised ~~or in its reports pursuant to the Exchange Act, or~~ of ~~future~~cash ~~results. The financial information~~ in the ~~March~~amount ~~2013 Report is not presented on a consolidated basis and does not present the consolidated results~~ of ~~the Company. Accordingly~~$1,350,000 ~~the~~and ~~financial statements in~~ the ~~March~~assumption ~~2013 Report cannot be compared with the consolidated financial condition and results~~ of ~~operations~~certain ~~that~~liabilities ~~the~~by ~~Company has reported in its Exchange Act filings~~Gearbox. On ~~Investors~~May ~~and~~31, ~~potential investors should not place undue reliance upon the information contained in the March~~ 2013 ~~Report~~, ~~which~~the ~~was~~Company ~~not~~completed ~~prepared for~~ the ~~purpose~~disposition of ~~providing~~ the ~~basis~~Gearbox ~~for~~Games anAssets ~~investment decision relating~~ to ~~any of the securities of the Company~~Gearbox.

~~While~~Closing ~~every effort has been made to assure the accuracy and completeness~~ of the ~~March~~Nordic ~~2013~~Games ~~Report, errors or omissions may have inadvertently occurred and the Company reserves the right to amend the March 2013 Report as necessary.~~Transaction

~~Further~~Also ~~information~~as ~~about~~a result of the Auction, the Company’s ~~bankruptcy~~and ~~process~~Nordic isGames ~~accessible~~Licensing atAB, ~~the~~as ~~Kurtzman~~purchaser (“Nordic ~~Carson~~Games”), ~~Consultants~~entered ~~Internet~~into ~~site~~an atAsset ~~http://www.kccllc.net/thq.~~Purchase InAgreement ~~addition,~~dated ~~documents~~as ~~filed~~of inApril ~~connection~~22, ~~with~~2013 (the ~~Chapter~~“Nordic 11Games ~~Case~~Asset ~~(other~~Purchase ~~than~~Agreement”), ~~documents~~pursuant ~~filed~~to ~~under~~which ~~seal~~the orCompany ~~otherwise~~agreed ~~subject~~to sell substantially all of its assets primarily related to ~~confidentiality~~Darksiders, ~~protections~~Red Faction, MX, other owned software (including Destroy all Humans! and Summoner) ~~will~~and beother ~~accessible~~licensed atsoftware ~~the~~(including ~~Bankruptcy~~Marvel ~~Court’s~~Super ~~Internet~~Hero ~~site~~Squad and Supreme Commander) (together, ~~www.deb.uscourts.gov~~the “Nordic Games Assets”) to Nordic Games pursuant to, ~~through~~inter analia, ~~account~~Sections ~~obtained~~363 ~~from~~and ~~Pacer~~365 ~~Service~~of ~~Center~~the atBankruptcy ~~1-800-676-6856~~Code.

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~terms of the Nordic Games Asset Purchase Agreement, the aggregate consideration received by the Company was comprised of cash in the amount of $4,900,000 and ~~Exhibits~~the assumption of certain liabilities by Nordic Games. On May 31, 2013, the Company completed the disposition of the Nordic Games Assets to Nordic Games.

The foregoing descriptions of the terms of the 505 Games Asset Purchase Agreement, Gearbox Asset Purchase Agreement and Nordic Games Asset Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are incorporated herein by reference, and are accessible at the Kurtzman Carson Consultants Internet site at http://www.kccllc.net/thq. In addition, documents filed in connection with the Chapter 11 Case (dother than documents filed under seal or otherwise subject to confidentiality protections) ~~Exhibits~~ will be accessible at the Bankruptcy Court’s Internet site, www.deb.uscourts.gov, through an account obtained from Pacer Service Center at 1-800-676-6856. Except as expressly incorporated by reference herein, the information set forth on the foregoing websites shall not be deemed to be a part of or incorporated by reference into this Current Report on Form 8-K.

Exhibit No.	Title
99.1	Monthly Operating Report for the period beginning March 3, 2013 and ending March 30, 2013.

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

As of February 15, 2013, the Board of Directors (the “Board”) of the Company appointed Edward L. Kaufman, age 54, President of the Company. Mr. Kaufman is also currently the Company’s Corporate Secretary, a position he has held since his appointment in September 2009. Prior to his appointment as President, Mr. Kaufman had served as the Company’s Executive Vice President, Business and Legal Affairs since his appointment in September 2009. Mr. Kaufman's extensive career includes more than 15 years in senior legal management roles at leading media, entertainment and consumer product companies. Most recently, Mr. Kaufman was Executive Vice President, General Counsel and Secretary of World Wrestling Entertainment, Inc., which he joined in 1997.

There are no family relationships between Mr. Kaufman and any director or executive officer of the Company, and there are no related party transactions between Mr. Kaufman and the Company reportable under Item 404(a) of Regulation S-K.

For services rendered and to be rendered from the date of his election as President of the Company through August 31, 2013, or such earlier date as his employment may be terminated, Mr. Kaufman’s base salary was increased to $467,500 per year. Subject to his continued employment with the Company or a liquidating trust established under any Chapter 11 plan for the Company and certain of its subsidiaries (the “Plan”), Mr. Kaufman will receive (i) a cash bonus in the amount of $150,000 if the aggregate cash available for distribution to general unsecured creditors under the Plan exceeds $60 million and (ii) 1% of the aggregate cash available for distribution to general unsecured creditors in excess of $60 million.

SIGNATURE

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

Date: ~~May~~June 226, 2013

THQ INC.

By: /s/ Edward L. Kaufman
Name: Edward L. Kaufman
Title: President

EXHIBIT INDEX

Exhibit No.	Title
99.1	Monthly Operating Report for the period beginning March 3, 2013 and ending March 30, 2013.

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