SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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.
RESIGNATION OF LABROZZI & CO., P.A.
On February 13, 2014, the Public Company Accounting Oversight Board
("PCAOB") issued an order which 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, Labrozzi
has resigned as the Company's independent registered public accounting firm,
effective February 25, 2014.
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 and through the date of Labrozzi's
resignation, 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 Amendment No. 1 to 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 today, we have not
received Labrozzi's letter to the SEC.
NEW INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company has engaged Salberg & Company, P.A. as our independent
registered public accounting firm to audit our financial statements. Such
engagement was approved by the Company's Board of Directors. The Company does
not have an audit committee.
During our two most recent fiscal years and the subsequent interim period
prior to retaining Salberg & Company, P.A., (1) we did not consult Salberg &
Company, P.A. regarding (a) either the application of accounting principles to a
specified transaction, whether completed or proposed, or the type of audit
opinion that might be rendered on our financial statements, or (b) any matter
that was the subject of a disagreement or a reportable event as set forth in
Item 304(a)(1)(iv) and (v), respectively, of Regulation S-X, and (2) Salberg &
2
Company, P.A. did not provide us with a written report or oral advice that they
concluded was an important factor considered by us in reaching a decision as to
any accounting, auditing or financial reporting issue.
The engagement of Salberg & Company, P.A. was effective March 26, 2014.
This change in our certifying accountant may delay the filing of our Form
10-K Annual Report, which is due to be filed with the Securities and Exchange
Commission on March 31, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: April 2, 2014
NETWORKING PARTNERS, INC.
By: /s/ Enzo Taddei
---------------------------------
Enzo Taddei
President
