UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
NETWORKING PARTNERS, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
NETWORKING PARTNERS, INC.
857 Sarno Road
Melbourne, Florida 32935
INFORMATION STATEMENT
September 24, 2014
GENERAL INFORMATION
This Information Statement of Networking Partners, Inc., a Nevada
corporation ("Company"), has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14 (c) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") on or about September 22,
2014, to our shareholders of record as of the close of business on September 5,
2014 ("Record Date"), to notify such shareholders that on September 8, 2014 (i)
the Company's Board of Directors approved an amendment to our Articles of
Incorporation to change the name of the Company to "Sonant Systems, Inc.;" (ii)
our Board of Directors set September 5, 2014, as the record date for
shareholders entitled to vote on the amendment; and (iii) the Company received
the written consent in lieu of a special meeting of shareholders from
shareholders holding 8,079,684 shares of our Common Stock representing
approximately 52.31% of our total voting stock ("Majority Shareholders"),
approving of the Company amending the Articles of Incorporation to change the
name to "Sonant Systems, Inc.".
While the above actions have been approved by a majority of our outstanding
shares in accordance with Nevada Corporate Law, the rules of the Securities and
Exchange Commission provide that the above actions cannot take effect until at
least 20 days after this information statement has first been sent to our
shareholders. We anticipate that the actions contemplated hereby will be
effected on or about the close of business on October 20, 2014.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
The entire cost of furnishing this Information Statement will be borne by
us. We will request brokerage houses, nominees, custodians, fiduciaries and
other similar persons to forward this Information Statement to the beneficial
owners of our voting securities, and we will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
You are being provided with this Information Statement pursuant to Section
14 (c) of the Exchange Act and Regulation 14C promulgated thereunder, and, in
accordance therewith, the amendment to our Articles of Incorporation will not
become effective until at least 20 calendar days after the mailing of this
Information Statement.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Accordingly, we file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the SEC's public reference room at 100 F
Street,, N.E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings will also
be available to the public at the SEC's web site at http://www.sec.gov.
You may request, and we will voluntarily provide, a copy of our filings,
including our annual report, which will contain audited financial statements, at
no cost to you, by writing or telephoning us at the following address and
telephone number:
Networking Partners, Inc.
857 Sarno Road
Melbourne, Florida 32935
Telephone: (321) 984-8858
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
2013;
2. Form 10-Q for the quarter ended March 31, 2014; and
3. Form 10-Q for the quarter ended June 30, 2014.
OUTSTANDING VOTING SECURITIES
The holders of our Common Stock are entitled to one vote per share. As of
September 5, 2014, we had 15,445,484 shares of Common Stock issued and
outstanding
On September 8, 2014, persons entitled to cast 8,079,684 votes (or 52.31%
of total votes entitled to be cast) voted to approve the above described
election of directors and other corporate actions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
To our knowledge, the following table sets forth, as of September 5, 2014,
information regarding the ownership of our common stock by:
* Persons who own more than 5% of our common stock
* each of our directors and each of our executive officers; and
* all directors and executive officers as a group.
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Amount and
Nature of
Name and Address Title Of Beneficial Percent of
of Beneficial Owner Class Owner (1) Class (1)
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Enzo Taddei (2 & 3) Common Stock 500,000 3.24%
857 Sarno Road
Melbourne, FL 32935
Omron Holdings Plc. (4) Common Stock 7,579,684 49.07%
Avenida Marques del Duero 67
Edificio Bahia 2A
29670 San Pedro de Alcantara
Malaga, Spain
All officers and directors
as a group (one person)(5) Common Stock 8,079,684 52.31%
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(1) The numbers and percentages set forth in these columns are based on
15,445,484 shares of common stock outstanding as of September 5, 2014. The
number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rule, beneficial ownership includes any shares as
to which the selling security holder has sole or shared voting power or
investment power and also any shares, which the selling security holder has
the right to acquire within 60 days.
(2) This person is a founder of our Company, within the meaning of such terms
under the Securities Act of 1933, as amended, by virtue of their direct
stock holdings. It is our Company's policy not to publicly disclose the
personal residence addresses of our employees, so the addresses above refer
to our principal executive offices.
(3) As of September 5, 2014, there is one officer, Mr. Enzo Taddei, our Chief
Executive Officer and sole Director.
(4) Mr. Enzo Taddei is the beneficial owner of Omron Holdings Plc.'s shares.
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
THE APPROVAL OF AN AMENDMENT TO OUR ARTICLES
OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO SONANT SYSTEMS, INC.
ACTION NO. 1
REASONS FOR ACTION NO. 1
As a result of the Company's proposed acquisition of assets from Chad
Steinhart, the Company believes that it needs to change its name to properly
brand its new business of being a multinational network messaging,
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telecommunication and software development company that acts as a Voice Over
Internet Protocol ("VoIP") Internet Telecommunications Service Provider
("ITSP").
NO APPRAISAL OR DISSENTER'S RIGHTS
Under Nevada Law, shareholders are not entitled to appraisal or dissenter's
rights with respect to the proposed amendment to the Articles of Incorporation
to effect a name change.
APPROVAL OF ACTION NO. 1
The Majority Shareholder has approved the amendment to our Articles of
Incorporation to effect a change in the Company's name to Sonant Systems, Inc.
The number of shares voted to approve the plan was sufficient under Nevada
corporate law.
By Order of the Board of Directors
/s/ Enzo Taddei
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Date: September 24, 2014 Enzo Taddei
Director, President and Chief Executive Officer
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APPENDIX A
EXCERPT
FROM
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NETWORKING PARTNERS, INC.
Article 1 of the Articles of Incorporation is hereby amended to read in its
entirety as follows:
"Article 1.
Name of corporation: Sonant Systems, Inc."
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