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): 04/0815/2016

Neah Power Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-49962

88-0418806

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

22118 20th Avenue SE, Suite 142

Bothell, Washington

98021

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (425) 424-3324

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))

Information About Forward-Looking Statements

This Current Report on Form 8-K of contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Neah Power Systems, Inc.’s financial and operational results reflected herein should not be construed by any means as representative of the current or future value of its common stock. All information set forth in this Current Report on Form 8-K, except historical and factual information, represents forward-looking statements. This includes all statements about the Company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission (the “SEC”).

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

~~Effective~~On ~~March~~April 3115, 2016, ~~Mr.~~Neah ~~David~~Power ~~Schmidt~~Systems, ~~resigned~~Inc. ~~from~~ (the ~~Board~~"Company") ofappointed ~~Directors~~Jeffrey ~~and~~A. May as ~~Acting~~Chief ~~Principal~~ Financial Officer and principal financial officer of the ~~registrant~~Company, in ~~order~~each case, effective April 15, 2016. Mr. May, 59, has served as the Company's in-house accountant since May, 2014. Prior to ~~pursue~~joining ~~other~~the ~~interests~~Company, Mr. May operated his own private accounting and isfinancial ~~not~~services company, serving individuals and businesses on the west Coast for over 25 years. In connection with this appointment, the Company entered into an agreement with Mr. May to serve in these roles as an independent consultant through September 30, 2016, at which time the parties shall re-negotiate Mr. May’s agreement with the Company. Pursuant to the terms of its agreement with Mr. May, the Company agreed to pay Mr. May a ~~result~~monthly fee of ~~any~~$11,000 ~~disagreement~~and provide him with ~~registrant~~1,200,000 onwarrants ~~any matter~~that ~~relating~~shall vest over 2-year period, provided Mr. May is still rendering services to ~~registrant's~~the ~~operations~~Company at the vesting times, ~~policies~~exercisable orat ~~practices~~a price equal to the average market price of the Company’s publicly traded common shares 5 days’ prior to the date of the agreement. Mr. May received his Bachelor of Science degree in accounting and finance from the University of Colorado

Chris D'Couto, the Registrant's Chief Executive Officer, shall assume the duties of principal financial and accounting officer on an interim basis.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Letter of Resignation dated March 31, 2016
10.65	Letter Agreement, dated April 15, 2016, appointing Jeffrey May as Chief Financial Officer

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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.

Neah Power Systems, Inc. By: /s/ Chris D’Couto Chris D’Couto President and CEO

	Neah Power Systems, Inc.

Date: April 18, 2016	By:	/s/ Chris D’Couto
		Chris D’Couto, President and CEO

Date: April 8, 2016

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