SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2014
NETWORKING PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-54418 45-0921541
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
857 Sarno Road, Melbourne, Florida 32935
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (321) 984-8858
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 communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
ITEM 4.01. CHANGE OF REGISTRANT'S CERTIFYING ACCOUNTANT.
DISMISSAL OF LABROZZI & CO., P.A.
The Public Company Accounting Oversight Board ("PCAOB") has recently issued
an order which, among other things, revoked the PCAOB registration of Labrozzi &
Co., P.A. ("Labrozzi"), the prior independent registered public accounting firm
for Networking Partners, Inc. ("Company"), so that Labrozzi can no longer serve
as the Certifying Accountant for any publicly held company. As a result of that
revocation, the Company can no longer include the audit report and consent of
Labrozzi in our future filings and other reports with the Securities and
Exchange Commission. In light of the foregoing actions by the PCAOB, the Company
deems that Labrozzi has resigned as the Company's independent registered public
accounting firm.
Labrozzi's report on the Company's financial statements for the past two
years did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles
with the exception that Labrozzi's Audit Reports dated December 31, 2012 and
December 31, 2011, contained an explanatory note which raised substantial doubt
as to the ability of the Company to continue as a going concern. During the
Company's two most recent fiscal years and any subsequent interim period for
which a review report was provided preceding the termination of Labrozzi, the
Company did not have any disagreements with Labrozzi on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Labrozzi,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
The Company provided Labrozzi with a copy of the disclosures set forth in
this Current Report on Form 8-K, and requested that Labrozzi furnish the Company
with a letter addressed to the SEC stating whether it agrees with the statements
made by the Company herein. As of the time of this filing, we have not received
the signed letter from Labrozzi. We will file such letter as an exhibit once we
file an amendment to this Current Report on Form 8-K.
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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: February 28, 2014
NETWORKING PARTNERS, INC.
By: /s/ Enzo Taddei
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Enzo Taddei
President
