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): January 27, 2012
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))
EXPLANATORY NOTE:
Due to the facts (i) that in January 2012, the registrant was out of money
and knew that it would soon be delinquent in its reporting obligations under the
Securities Exchange Act of 1934, as amended, because it would not be able to
file its Form 10-K for the fiscal year ended December 31, 2011; (ii) that Enzo
Taddei, the registrant's Chief Executive Officer, was dealing with his ill
infant daughter whom he lost during 2012; and (iii) that the registrant had no
administrative assistants, some of the registrant's paper work was overlooked.
The registrant has made considerable strides in the past several months in
trying to bring its filings current with the Commission. The registrant is in
the process of having its last two years audited in order to file the Form 10-K
that is due on March 31, 2014. The situation was further exacerbated when the
PCAOB revoked the registration of the registrant's certifying public accounting
firm in February 2014. The registrant has retained a new certifying public
accountant that has begun auditing our financial statements and reviewing our
Form 10-Q for the quarter ended September 30, 2013.
While preparing documentation for our new accountant and our securities
attorney in connection with preparation of our Form 10-K for fiscal year ended
December 31, 2013, the registrant discovered that it had failed to file a Form
8-K with Item 5.01 information regarding a change of control that occurred in
January 2012.
We are sorry for this oversight. However, our common stock has never traded
and no new investment money has come into the company since 2011, so we do not
believe that our delay in filing the change of control Form 8-K harmed anyone.
We are filing this Current Report to rectify the prior administrative
lapse. In addition, a Form 3, an amended Form 5 and a Schedule 13D are being
filed simultaneously by our controlling shareholder, Mr. Taddei.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
On January 27, 2012, our controlling shareholder, Anne's Diary Inc., in a
privately negotiated, arms-length transaction, sold 7,579,684 shares of our
common stock to Omron Holdings Plc, a company organized under the laws of the
Republic of Seychelles, for $7,579.68. Mr. Taddei used his personal funds to
purchase such shares. Omron Holdings Plc. is controlled by Enzo Taddei, our
President.
Following the above acquisition of common stock, Mr. Taddei is the
beneficial owner of 8,079,684 (53.21%) shares of our common stock, including
500,000 shares directly held by Mr. Taddei. The 7,579,684 shares of common stock
acquired from Anne's Diary Inc. have not been reissued to Omron Holdings Plc
because the registrant is in arrears in payment of invoices due to the Company's
transfer agent. Once that arrearage is satisfied, such shares will be issued to
Omron Holdings Plc.
Mr. Taddei has served as our President and sole Director since November 12,
2012, when Sara Stockdale resigned from such offices. This change in officers
and directors was contemplated by Ms. Stockdale and Mr. Taddei when the stock
sale was being consummated. Aside from Ms. Stockdale resigning and Mr. Taddei
taking over her offices and directorship, no further management changes were
planned at the time of the change of control.
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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: March 28, 2014
NETWORKING PARTNERS, INC.
By: /s/ Enzo Taddei
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Enzo Taddei
President
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