UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended March 31, 2013
                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

               FOR THE TRANSITION FROM ____________ TO ___________

                       Commission File Number: 000-54418


                            NETWORKING PARTNERS, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                45-0921541
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

           857 Sarno Road
         Melbourne, Florida                                        32935
(Address of principal executive offices)                         (Zip code)

                  Registrant's telephone number: (321) 984-8858

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its  Website,  if any,  every  Interactive  Data File  required  to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter)  during the  preceding 12 months (or for such  shorter  period that the
registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the  registrant  filed all  documents and reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange  Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of May 20,  2013,  there were
15,445,484 outstanding shares of the Registrant's Common Stock, $.001 par value.
<PAGE>
                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements ...............................................   3

Condensed Consolidated Balance Sheets at March 31, 2013 (unaudited) and
December 31, 2012 ..........................................................   4

Condensed Consolidated Statements of Operations for the Three Months
Ended March 31, 2013 and 2012 and for the Period November 2, 2010
(inception) through March 31, 2013 (unaudited) .............................   5

Condensed Consolidated Statements of Stockholders' Equity for the
Period November 2, 2010 (inception) through March 31, 2013 (unaudited) .....   6

Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2013 and 2012 and for the Period November 2, 2010
(inception) through March 31, 2013 (unaudited) .............................   7

Notes to Condensed Consolidated Financial Statements - March 31, 2013
(unaudited) ................................................................   8


Item 2. Management's Discussion and Analysis of Financial Condition and
        Plan of Development Stage Activities ...............................  14

Item 3. Quantitative and Qualitative Disclosures about Market Risk .........  16

Item 4. Controls and Procedures ............................................  16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings ..................................................  17

Item 1A. Risk Factors ......................................................  17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ........  17

Item 3. Defaults Upon Senior Securities ....................................  17

Item 4. Mine Safety Disclosures ............................................  17

Item 5. Other Information ..................................................  17

Item 6. Exhibits ...........................................................  18

SIGNATURES .................................................................  19

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Networking Partners, Inc.

We have reviewed the accompanying balance sheet of Networking Partners,  Inc. as
of March 31, 2013, and the related statements of income,  comprehensive  income,
stockholders'  equity, and cash flows for the three-month  period(s) ended March
31, 2013.  These financial  statements are the  responsibility  of the company's
management.

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting  Oversight Board (United States), the objective
of which is the  expression of an opinion  regarding  the  financial  statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  interim  financial  statements  for  them to be in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Labrozzi & Co., P.A.
---------------------------------------
Labrozzi & Co., P.A.
Miami, Florida
May 20, 2013


                                       3
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                             March 31,            December 31,
                                                                               2013                   2012
                                                                           ------------           ------------
                                                                            (unaudited)
<S>                                                                        <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Due from related party                                                   $      5,301           $      5,301
                                                                           ------------           ------------
TOTAL CURRENT ASSETS                                                              5,301                  5,301
                                                                           ------------           ------------

Intangible assets - Web Sites (Beta 1)                                        2,722,500              3,630,000
Intangible assets - Public Pages (Beta 2)                                       101,183                101,183
                                                                           ------------           ------------
TOTAL FIXED ASSETS                                                            2,823,683              3,731,183
                                                                           ------------           ------------

TOTAL ASSETS                                                               $  2,828,984           $  3,736,484
                                                                           ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                         $     23,760           $     43,120
  Advances payable                                                               36,160                     --
  Due to shareholders                                                             3,155                  3,155
                                                                           ------------           ------------
TOTAL CURRENT LIABILITIES                                                        63,075                 46,275
                                                                           ------------           ------------
LONG TERM LIABILITIES
  Notes payable                                                                  46,073                 45,073
                                                                           ------------           ------------

TOTAL LIABILITIES                                                               109,148                 91,348
                                                                           ------------           ------------

STOCKHOLDERS' EQUITY
  Common stock: 95,000,000  shares authorized; $0.001 par value,
   15,445,484 shares issued and outstanding at March 31, 2013 and
   December 31, 2012, respectively                                               15,445                 15,445
  Preferred stock: 5,000,000 shares authorized; $0.001 par value,
   no shares issued and outstanding at March 31, 2013 and
   December 31, 2012, respectively                                                   --                     --
  Additional paid in capital                                                  3,806,874              3,806,874
  Deficit accumulated during the development stage                           (1,102,483)              (177,183)
                                                                           ------------           ------------
TOTAL STOCKHOLDERS' EQUITY                                                    2,719,836              3,645,136
                                                                           ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $  2,828,984           $  3,736,484
                                                                           ============           ============
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

                                       4
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                             For the
                                                                                          Period from
                                                                                        November 2, 2010
                                                 For the Three Months Ended                (inception)
                                                         March 31,                           through
                                            -----------------------------------             March 31,
                                                2013                   2012                   2013
                                            ------------           ------------           ------------
<S>                                         <C>                    <C>                    <C>
Revenues                                    $         --           $         --           $      1,812

Cost of Sales                                         --                     --                    239
                                            ------------           ------------           ------------

Gross Profit                                          --                     --                  1,573
                                            ------------           ------------           ------------
OPERATING EXPENSES
  General and Administrative                       3,500                     --                 80,461
  Impairment of Web Sites                        907,500                     --                907,500
  Professional Services                           13,300                  2,500                106,831
                                            ------------           ------------           ------------
Total Operating Expenses                         924,300                  2,500              1,094,792
                                            ------------           ------------           ------------
OTHER EXPENSES
  Interest Expense                                (1,000)                (1,000)                (9,264)
                                            ------------           ------------           ------------
Total Other Expenses                              (1,000)                (1,000)                (9,264)
                                            ------------           ------------           ------------

Net Loss                                    $   (925,300)          $     (3,500)          $ (1,102,483)
                                            ============           ============           ============

Basic and Diluted Loss per Share            $      (0.06)          $      (0.00)          $      (0.07)
                                            ============           ============           ============
Basic and Diluted Weighted Average
 Number of Shares Outstanding                 15,445,484             15,445,484             15,445,484
                                            ============           ============           ============
</TABLE>


              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       5
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
       Condensed Consolidated Statement of Changes in Stockholders' Equity
       For the Period from November 2, 2010 (inception) to March 31, 2013
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                                        Common Stock           Additional    during the        Total
                                                    ---------------------       Paid-in      Development    Stockholders'
                                                    Shares         Amount       Capital         Stage          Equity
                                                    ------         ------       -------         -----          ------
<S>                                              <C>             <C>          <C>             <C>          <C>
BALANCE AT INCEPTION NOVEMBER 2, 2010                     --    $        --   $        --    $        --    $        --

Common stock subscribed                            7,556,327          7,556            --             --          7,556

Net loss for the period from November 2, 2010
 (inception) through December 31, 2010                    --             --            --         (3,500)        (3,500)
                                                 -----------    -----------   -----------    -----------    -----------
BALANCE DECEMBER 31, 2010                          7,556,327          7,556            --         (3,500)         4,056

Common stock issued for asset acquisition          7,260,000          7,260     3,622,740             --      3,630,000

Common stock issued for debt conversion              629,157            629       184,134             --        184,763

Net loss for the year ended December 31, 2011             --             --            --       (155,835)      (155,835)
                                                 -----------    -----------   -----------    -----------    -----------
BALANCE DECEMBER 31, 2011                         15,445,484         15,445     3,806,874       (159,335)     3,662,984

Net loss for the year ended December 31, 2012             --             --            --        (17,848)       (17,848)
                                                 -----------    -----------   -----------    -----------    -----------
BALANCE DECEMBER 31, 2012                         15,445,484         15,445     3,806,874       (177,183)     3,645,136

Net loss for the three months ended
 March 31, 2013                                           --             --            --       (925,300)      (925,300)
                                                 -----------    -----------   -----------    -----------    -----------

BALANCE MARCH 31, 2013                             15,445,484   $    15,445   $ 3,806,874    $(1,102,483)   $ 2,719,836
                                                 ===========    ===========   ===========    ===========    ===========
</TABLE>


              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       6
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                             For the
                                                                                                          Period from
                                                                                                        November 2, 2010
                                                                  For the Three Months Ended               (inception)
                                                                          March 31,                          through
                                                             -----------------------------------            March 31,
                                                                 2013                   2012                  2013
                                                             ------------           ------------          ------------
<S>                                                          <C>                    <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $   (925,300)          $     (3,500)         $ (1,102,483)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Common stock issued for asset acquisition                         --                     --                 7,260
     Impairment of Web Sites                                      907,500                     --               907,500
  Changes in operating assets and operating liabilities:
     Accounts payable                                             (19,360)                 2,500                23,760
     Advances payable                                              36,160                     --                36,160
     Accrued interest                                               1,000                  1,000                 6,073
     Loans to/from related parties                                     --                     --                (2,146)
                                                             ------------           ------------          ------------
          NET CASH USED IN OPERATING ACTIVITIES                        --                     --              (123,876)
                                                             ------------           ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Intangible assets - Web Sites (Beta 1)                               --                     --            (3,630,000)
  Intangible asset - Koiniclub.com (Beta v2)                           --                     --              (101,183)
                                                             ------------           ------------          ------------
          NET CASH USED IN INVESTING ACTIVITIES                        --                     --            (3,731,183)
                                                             ------------           ------------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Stock subscriptions                                                  --                     --                 7,556
  Common stock issued for converted debt                               --                     --                   629
  Proceeds from notes payable                                          --                     --                40,000
  Additional paid In capital                                           --                     --             3,806,874
                                                             ------------           ------------          ------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                    --                     --             3,855,059
                                                             ------------           ------------          ------------

NET CHANGE IN CASH                                                     --                                           --

CASH AT BEGINNING OF PERIOD                                            --                     --                    --
                                                             ------------           ------------          ------------

CASH AT END OF PERIOD                                        $         --           $         --          $         --
                                                             ============           ============          ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                     --
  Cash paid for interest                                     $         --           $         --          $      3,190
                                                             ============           ============          ============
  Cash paid for taxes                                        $         --           $                     $         --
                                                             ============           ============          ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:                                    $         --           $         --          $         --
                                                             ============           ============          ============
</TABLE>

              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       7
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2013
                                   (unaudited)

NOTE 1 - ORGANIZATION, BUSINESS, AND OPERATIONS

Networking  Partners,  Inc. (the  "Company") was organized under the laws of the
State of Nevada on  November  2, 2010.  The  Company's  business is based on
developing  tools and technology in connection with the acquisition of the same,
and partnering with compatible  businesses for in-house developed projects aimed
at developing  networking  systems where children could interact  electronically
with parental  guidance.  These  applications  include social  networking at its
core.  For  children  under  thirteen  to be  introduced  to the web and  social
networking,  the law requires parental  consent.  Children under thirteen have a
direct  and  moderated  social  networking  experience,  accompanied  by  online
encrypted security  parameters,  offered through a platform that ensures privacy
of information.

On November 5, 2010, the Company created a wholly owned foreign subsidiary named
Koini,  Inc,  (KOINI) a Canadian  corporation  located on Prince Edward  Island,
Canada.  Koini was setup as a special  purpose company to manage and continually
develop  koini.com and  koiniclub.com,  two fully functional  social  networking
web-sites  purchased  from a third party on December 21, 2010. The websites were
purchased  by  the  Company  to  have  Koini  run  and  manage.   Koini.com  and
koiniclub.com's  target market is young people between the ages of 7 and 13. The
functionality  of the websites is  comparable  to the  combination  of FACEBOOK,
TWITTER  and  Myspace's  networking  applications.  The  websites'  customizable
profiles  and  pages  provide  a  MYSPACE  feel  and  the  functionality  of its
`Friending' and "Groups" provide a FACEBOOK feel.

On August 20,  2011 the board of  directors  decided to change the legal name of
Koini Inc (Canada) to Networking Partners Canada Inc.

NOTE 2 - DEVELOPMENT STAGE ENTERPRISE

The  Company is in the  development  stage as defined  by  Financial  Accounting
Standards  Board  ("FASB")  Accounting   Standards   Codification  ("ASC")  915,
Development Stage Entities.  The Company is primarily engaged in the development
of social  media  platforms.  The initial  focus of the  Company's  research and
development  efforts  will  be the  generation  of  products  and  services  for
web-sites geared toward the children's  market.  The production and marketing of
the Company's web-sites and its ongoing research and development activities will
be  subject  to  extensive  review  by the  Company's  management  and  Board of
Directors.  The Company's success will depend in part on its ability to generate
advertising  sales.  There  can  be no  assurance  of the  Company's  successful
efforts.

For the three month  period  ended  March 31,  2013,  there was no revenue.  The
accompanying  financial  statements  for the three month  period ended March 31,
2013 have been prepared assuming the Company will continue as a going concern.

During the fiscal year 2013,  management intends to raise additional debt and/or
equity  financing to fund future  operations and to provide  additional  working
capital.

However,  there is no  assurance  that such  financing  will be  consummated  or
obtained in sufficient amounts necessary to meet the Company's  financial needs.
Revenues  are  anticipated  to commence  once its  advertising  sales  commence,
internal  currency,  Koini  Credits  system,  paid  competition,  and many other
revenue streams are implemented.

The accompanying  financial statements do not include any adjustments to reflect
the possible future effects on the  recoverability  and classification of assets
or the  amounts  and  classifications  of  liabilities  that may result from the
possible inability of the Company to continue as a going concern.

NOTE 3 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  assumes the Company  will  realize its assets and  discharge  its
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the Company had an accumulated  deficit of $1,102,483 at
March 31, 2013.  There was no revenue for the three month period ended March 31,
2013 and the Company had a working  capital  deficiency  of $57,774 at March 31,
2013.

                                       8
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2013
                                   (unaudited)

NOTE 3 - GOING CONCERN (CONTINUED)

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to generate future profitable  operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities  arising from normal
business operations when they come due. The accompanying financial statements do
not include any adjustments that might arise as a result of this uncertainty.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis  of  Presentation-  The  consolidated  financial  statements  include  the
accounts of  Networking  Partners,  Inc. and its  wholly-owned  subsidiary.  All
significant   intercompany  accounts  and  transactions  have  been  eliminated.
Investments in entities in which the Company can exercise significant influence,
but does not own a majority equity interest or otherwise control,  are accounted
for using the equity method and are included as investments in equity  interests
on the  consolidated  balance  sheets.  The Company has  included the results of
operations of acquired companies from the date of acquisition.

Cash and Cash  Equivalents-  For purposes of the  Statement  of Cash Flows,  the
Company  considers liquid  investments with an original maturity of three months
or less to be cash equivalents.

Management's  Use of  Estimates-  The  preparation  of financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and liabilities at the date of financial  statements and the reported amounts of
revenue and expenses  during the reporting  period.  Actual results could differ
from those estimates. The financial statements above reflect all of the costs of
doing business.

Revenue  Recognition.  In October 2009, FASB amended the accounting standard for
multiple  deliverable revenue  arrangements,  which provided updated guidance on
whether multiple  deliverables  exist, how deliverables in an arrangement should
be  separated,  and  how  consideration  should  be  allocated.   This  standard
eliminates  the  use  of  the  residual  method  and  will  require  arrangement
consideration  to be  allocated  based on the  relative  selling  price for each
deliverable.   The  selling  price  for  each  arrangement  deliverable  can  be
established based on vendor specific  objective evidence ("VSOE") or third-party
evidence ("TPE") if VSOE is not available.  The new standard provides additional
flexibility  to utilize an estimate of selling price ("ESP") if neither VSOE nor
TPE is available.

The Company elected to early adopt this accounting standard, at inception,  on a
prospective  basis.  The adoption of this  standard  did not have a  significant
impact  on  the  Company's   revenue   recognition   for  multiple   deliverable
arrangements.  Upon adoption,  the selling prices for certain custom advertising
solutions may use the best  estimate of selling price as provided  under the new
standard.  The adoption of this  standard did not have a material  impact on the
Company's consolidated financial position,  cash flows, or results of operations
for the three month period ended March 31, 2013.

In  all  cases,   revenue  is  recognized  only  when  the  price  is  fixed  or
determinable,  persuasive  evidence  of an  arrangement  exists,  the service is
performed,  and  collectability  of the related fee is reasonably  assured.  The
Company's  arrangements  generally do not include a provision for  cancellation,
termination,  or refunds that would  significantly  impact revenue  recognition.
Revenue is generated from several  offerings  including the display of graphical
advertisements ("display advertising"), and other sources.

The  Company   recognizes   revenue  from  display   advertising  on  koini.com,
koiniclub.com  and affiliate sites as "impressions"  are delivered.  Impressions
are  delivered  when  an  advertisement   appears  in  pages  viewed  by  users.
Arrangements  for these  services  generally have terms of up to one year and in
some  cases the terms  may be up to three  years.  For  display  advertising  on
affiliate sites, the Company will pay affiliates for the revenue  generated from
the display of these  advertisements on the affiliate sites. Traffic acquisition
costs ("TAC") are payments made to third-party entities that have integrated the
Company's  advertising  offerings  into their  Websites or other  offerings  and
payments  made to  companies  that  direct  consumer  and  business  traffic  to
koini.com  and/or   koiniclub.com.   The  display  revenue  derived  from  these
arrangements  that involve  traffic  supplied by affiliates is reported gross of
the TAC  paid  to  affiliates  as the  Company  is the  primary  obligor  to the
advertisers who are the customers of the display advertising service.

The Company has not yet begun offering customized display advertising  solutions
to advertisers.  These  customized  display  advertising  solutions  combine the
Company's  standard  display  advertising  with  customized  content,   customer
insights, and campaign analysis. Due to the unique nature of these products, the
Company  may  not be  able to  establish  selling  prices  based  on  historical
stand-alone sales or third-party  evidence;  therefore,  the Company may use its
best  estimate  to  establish  selling  prices.  The  Company  establishes  best
estimates  within  a  range  of  selling  prices  considering  multiple  factors
including,  but not  limited  to,  class  of  advertiser,  size of  transaction,
seasonality,  margin  objectives,  observed  pricing  trends,  available  online

                                       9
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2013
                                   (unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

inventory,  industry  pricing  strategies,  and market  conditions.  The Company
believes  the  use of  the  best  estimates  of  selling  price  allows  revenue
recognition  in a  manner  consistent  with  the  underlying  economics  of  the
transaction.

Comprehensive  Income (Loss) - The Company reports  Comprehensive income and its
components following guidance set forth by section 220-10 of the FASB Accounting
Standards Codification which establishes standards for the reporting and display
of comprehensive  income and its components in the financial  statements.  There
were no items of  comprehensive  income (loss)  applicable to the Company during
the period covered in the financial statements.

Net Income per Common  Share- Net loss per common share is computed  pursuant to
section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss
per share is computed by dividing  net loss by the  weighted  average  number of
shares of common stock outstanding during the period. Diluted net loss per share
is computed by dividing  net loss by the  weighted  average  number of shares of
common  stock and  potentially  outstanding  shares of common  stock during each
period.  There were no potentially  dilutive shares  outstanding as of March 31,
2013.

Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of
the FASB  Accounting  Standards  Codification.  Deferred  income  tax assets and
liabilities  are  determined  based  upon  differences   between  the  financial
reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted  tax rates and laws that  will be in  effect  when the  differences  are
expected to reverse. Deferred tax assets are reduced by a valuation allowance to
the extent management  concludes it is more likely than not that the assets will
not be realized.  Deferred tax assets and liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
the statements of operations in the period that includes the enactment date.

Fair Value of  Financial  Instruments-  The  carrying  amounts  reported  in the
balance sheet for cash,  accounts  receivable and payable approximate fair value
based on the short-term maturity of these instruments.

Impairment  of  Long-Lived  and  Intangible  Assets- The Company  evaluates  the
recoverability  of its fixed assets and other assets in accordance  with section
360-10-15 of the FASB Accounting  Standards  Codification for disclosures  about
Impairment or Disposal of Long-Lived Assets.  Disclosure requires recognition of
impairment of  long-lived  assets in the event the net book value of such assets
exceeds its expected  cash flows.  If so, it is considered to be impaired and is
written  down to fair  value,  which is  determined  based on either  discounted
future cash flows or  appraised  values.  The Company  adopted the  statement on
inception.  During the three  month  period  ended March 31,  2013,  the Company
identified and recorded  impairment charges in connection with its assessment of
its  intangible  assets,  consisting  of web sites.  The Company  recognized  an
impairment charge of $907,500, 25% of the initially recorded value of $3,630,000
for the web sites. The asset impairment charge was primarily due to lower future
revenue  projections  associated  with its websites  based upon 2012's full year
results which produced no revenue from the web sites.

Stock-Based Compensation- The Company has accounted for stock-based compensation
using the fair value method  following the guidance set forth in section  718-10
of the FASB Accounting  Standards  Codification for disclosure about Stock-Based
Compensation.  This  section  requires a public  entity to  measure  the cost of
employee services received in exchange for an award of equity  instruments based
on the grant-date fair value of the award (with limited  exceptions).  That cost
will be  recognized  over the period  during  which an  employee  is required to
provide service in exchange for the award- the requisite service period (usually
the vesting period).  No compensation cost is recognized for equity  instruments
for which employees do not render the requisite service.

Fair Value for Financial  Assets and Financial  Liabilities- The Company follows
paragraph  825-10-50-10  of  the  FASB  Accounting  Standards  Codification  for
disclosures  about  fair  value  of  its  financial  instruments  and  paragraph
820-10-35-37  of  the  FASB  Accounting   Standards   Codification   ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37  establishes  a framework  for  measuring  fair value in accounting
principles  generally  accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements.  To increase  consistency and
comparability  in fair value  measurements  and related  disclosures,  Paragraph
820-10-35-37  establishes a fair value hierarchy which prioritizes the inputs to
valuation  techniques  used to measure fair value into three broad  levels.  The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in
active markets for identical  assets or liabilities  and the lowest  priority to
unobservable  inputs.  The  three  levels of fair  value  hierarchy  defined  by
Paragraph 820-10-35-37 are described below:

                                       10
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2013
                                   (unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Level 1   Quoted market prices  available in active markets for identical assets
          or liabilities as of the reporting date.

Level 2   Pricing inputs other than quoted prices in active markets  included in
          Level 1, which are either directly or indirectly  observable as of the
          reporting date.

Level 3   Pricing   inputs  that  are  generally   observable   inputs  and  not
          corroborated by market data.

The Company does not have any assets or liabilities  measured at fair value on a
recurring or a non-recurring basis,  consequently,  the Company did not have any
fair value  adjustments  for assets and  liabilities  measured  at fair value at
March 31, 2013,  nor gains or losses are reported in the statement of operations
that are  attributable  to the change in unrealized  gains or losses relating to
those  assets and  liabilities  still held at the  reporting  date for the three
month period ended March 31, 2013.

RECENT ACCOUNTING PRONOUNCEMENTS

In  March  2010,  the  FASB  issued  Accounting   Standard  Update  No.  2010-11
"Derivatives   and  Hedging"  (Topic  815).  ASU  No.  2010-11  update  provides
amendments to subtopic 815-15,  Derivatives and hedging.  The amendments clarify
about the scope  exception in paragraph  815-10-15-11  and section  815-15-25 as
applicable to the embedded credit derivatives. The ASU is effective on the first
day of the first fiscal quarter beginning after June 15, 2010. Therefore,  for a
calendar-year-end  entity,  the ASU  becomes  effective  on July 1, 2010.  Early
application is permitted at the beginning of the first fiscal quarter  beginning
after March 5, 2010

In April 2010, the FASB issued Accounting  Standard Update No. 2010-12.  "Income
Taxes" (Topic 740). ASU No.2010-12 amends FASB Accounting Standard  Codification
subtopic  740-10 Income Taxes to include  paragraph  740-10-S99-4.  On March 30,
2010 The  President  signed  the Health  Care &  Education  Affordable  Care Act
reconciliation  bill that amends its previous Act signed on March 23, 2010. FASB
Codification  topic 740,  Income Taxes,  requires the measurement of current and
deferred tax  liabilities  and assets to be based on  provisions  of enacted tax
law. The effects of future changes in tax laws are not anticipated."  Therefore,
the different  enactment dates of the Act and reconciliation  measure may affect
registrants  with a period-end that falls between March 23, 2010 (enactment date
of the Act), and March 30, 2010 (enactment date of the reconciliation  measure).
However,  the  announcement  states  that  the  SEC  would  not  object  if such
registrants  were  to  account  for  the  enactment  of  both  the  Act  and the
reconciliation  measure in a period ending on or after March 23, 2010, but notes
that  the  SEC  staff  "does  not  believe  that it  would  be  appropriate  for
registrants to analogize to this view in any other fact patterns."

In April 2010,  the FASB issued  Accounting  Standard  Update No. 2010-13 "Stock
Compensation"  (Topic 718). ASU No.2010-13  provides  amendments to Topic 718 to
clarify  that an  employee  share-based  payment  award with an  exercise  price
denominated  in the currency of a market in which a  substantial  portion of the
entity's  equity  securities  trades  should  not be  considered  to  contain  a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity.

The  amendments  in this  Update are  effective  for fiscal  years,  and interim
periods within those fiscal years,  beginning on or after December 15, 2010. The
amendments  in this Update  should be applied by  recording a  cumulative-effect
adjustment to the opening balance of retained  earnings.  The  cumulative-effect
adjustment  should be calculated for all awards  outstanding as of the beginning
of the fiscal year in which the  amendments  are  initially  applied,  as if the
amendments had been applied  consistently  since the inception of the award. The
cumulative-effect adjustment should be presented separately. Earlier application
is permitted.

NOTE 5 - SEGMENT REPORTING

In June,  1997, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No.  131,"DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISES  AND RELATED  INFORMATION".  This  Statement  requires  companies to
report  information  about  operating  segments in interim and annual  financial
statements.  It also requires segment  disclosures  about products and services,
geographic  areas, and major customers.  The Company  determined that it did not
have any separately reportable operating segments as of March 31, 2013.

                                       11
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2013
                                   (unaudited)

NOTE 6 - INCOME TAXES

Due to the  operating  loss and the inability to recognize an income tax benefit
there is no provision for current or deferred  federal or state income taxes for
the three month period ended March 31, 2013.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amount used for federal and state income tax purposes.

NOTE 7 - BALANCE SHEET INFORMATION

Due from  related  party - As of March 31,  2013,  the Company held a receivable
from a Canadian  entity,  Anne's Diary Inc., in the amount of $5,301 in relation
to the purchase of the social networking websites.

Intangible Assets - consisted of the following at March 31, 2013.

              Koini.com & Koiniclub.com               $ 3,630,000
              Koini - Public Pages (Beta V1)              101,183
                                                      -----------
              Impairment Charge                          (907,500)
                                                      -----------

              Total Intangible Assets                 $ 2,823,683
                                                      ===========

On December  21,  2010,  the  Company  acquired  two  web-sites,  koini.com  and
koiniclub.com,  from a Canadian  entity,  Anne's  Diary  Inc.,  in the amount of
$3,630,000 via a stock  subscription  agreement.  The agreement  stated that the
Company must amend its Articles of Incorporation to increase  authorized  common
stock to enable the  distribution of the appropriate  amount of shares to Anne's
Diary  Inc.,  in an  amount  equal 49% of issued  and  outstanding,  immediately
following the approved Certificate of Amendment in the State of Nevada, no later
than  180 days of the  transaction.  On  April  12,  2011,  the  Company  issued
7,260,000  common shares to Anne's  Diary,  Inc consummating the purchase of
the social networking websites as per agreement.

The websites were valued using various methods  including  adherence to Emerging
Issues Task Force 002  (EITF-002),  the market  value  approach,  and the income
approach utilizing a capitalization rate calculated from the Ibbotson's build-up
method applied to projected future cash flows. The participants  also considered
FAS 157's  definition of fair value which is the amount at which the asset could
be  bought  or  sold  in a  current  transaction  between  willing  parties,  or
transferred to an equivalent party.

Intangible  assets are carried at cost and amortized over their estimated useful
lives,  generally on a straight-line  basis.  The Company  reviews  identifiable
amortizable intangible assets to be held and used for impairment whenever events
or changes in  circumstances  indicate that the carrying value of the assets may
not be recoverable. Determination of recoverability is based on the lowest level
of  identifiable  estimated  undiscounted  cash flows  resulting from use of the
asset and its eventual disposition.  Measurement of any impairment loss is based
on the excess of the carrying value of the asset over its fair value.

During the three month period ended March 31, 2013,  the Company  identified and
recorded  impairment charges in connection with its assessment of its intangible
assets,  consisting of web sites. The Company recognized an impairment charge of
$907,500,  25% of the initially  recorded value of $3,630,000 for the web sites.
The  asset  impairment   charge  was  primarily  due  to  lower  future  revenue
projections  associated  with its  websites  based upon 2012's full year results
which produced no revenue from the web sites.

Advances payable - represents  non-interest bearing advances to the Company from
a  non-affiliated  third  party  individual,  utilized  for  payments to service
providers, and consisted of the following at March 31, 2013:

              Advances payable                          $  36,100
                                                        =========

Due to shareholders - represents  non-interest  bearing  advances to the Company
from our former President,  Pino G. Baldassarre,  and consisted of the following
at March 31, 2013:

              Due to shareholders                       $   3,155
                                                        =========

                                       12
<PAGE>
                            NETWORKING PARTNERS, INC.
                          (A Development Stage Company)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2013
                                   (unaudited)

NOTE 7 - BALANCE SHEET INFORMATION (CONTINUED)

Stockholders' Equity -

A) COMMON STOCK

The  company's  amended  Articles of  Incorporation  authorize  the  issuance of
95,000,000 common shares at $0.001 par value per share.

The Company had  15,445,484  issued and  outstanding  common  stock shares as of
March 31, 2013. Details of the issued and outstanding common stock shares issued
without  registration  under the Securities  Act of 1933, as amended,  since our
incorporation on November 2, 2010, are presented below:

                                                           Amount of
                   Description                           Shares Issued
                   -----------                           -------------

     Stock issued to private offering subscribers           7,556,327
     Stock issued for acquisition of assets                 7,260,000
     Stock issued for conversion of debt                      629,157
                                                           ----------

     Total common stock shares issued                      15,445,484
                                                           ==========

B) PREFERRED STOCK

The  company's  Articles of  Incorporation  authorize  the issuance of 5,000,000
preferred  shares at $0.001 par value per share.  The Board of Directors has the
power to designate the rights and  preferences of the preferred  stock and issue
the preferred stock in one or more series.
No preferred shares have been issued.

NOTES PAYABLE -

Between May 25, 2011 and June 15, 2011,  the company  received loans totaling of
$71,684 from a company called Hatton Wireless Limited,  a non-affiliate from the
United  Kingdom.  These loans would become due on November  15, 2011.  The loans
would bear an interest at a rate of 10% and if there was a default, the interest
would increase from 10% to 25%.

On September  30, 2011 Hatton  Wireless  Limited  elected to convert the $71,684
loan plus the $3,157 of accrued interest into 249,473 common  restricted  shares
at $.30 cents per share.

The Company also received  advances  totaling of $79,921 from Anne's Diary, Inc.
(a related party).  These advances were converted into 319,684 common restricted
shares at $.25 cents per share.

During September and October of 2011 the Company executed  Promissory Notes with
three unaffiliated  individuals for an aggregate amount of $40,000 loaned to the
Company for working capital purposes. Each Promissory Note bears interest at the
rate  of 10% and has a term  of  eighteen  months.  A  $5,000  note  was  issued
September  1, 2011 and is due  February  28,  2013;  a $15,000  note was  issued
September  1, 2011 and is due  March 18,  2013;  and a $20,000  note was  issued
October 11, 2011 and is due April 10, 2013. The Promissory Notes are represented
on the  Company's  financial  statements  in the amount of  $46,073.  The $6,073
represents accrued interest on the outstanding principal amount of $40,000.

NOTE 8 - SUBSEQUENT INFORMATION

The three note holders in possession of Promissory Notes executed by the Company
with maturity dates between  February and April of 2013 have verbally  agreed to
extend  the  terms of their  Promissory  Notes at the same  interest  rate.  The
Company  is in the  process  of  formalizing  the  amended  terms  with the note
holders.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        DEVELOPMENT STAGE ACTIVITIES.

                     CAUTIONARY FORWARD - LOOKING STATEMENT

     The  following  discussion  and analysis of the results of  operations  and
financial condition of Networking  Partners,  Inc. should be read in conjunction
with the unaudited financial  statements,  and the related notes.  References to
"we," "our," or "us" in this section refers to the Company and its subsidiaries.
Our  discussion   includes   forward-looking   statements   based  upon  current
expectations  that  involve  risks  and   uncertainties,   such  as  our  plans,
objectives,  expectations  and  intentions..  We use words such as "anticipate,"
"estimate," "plan," "project,"  "continuing,"  "ongoing,"  "expect,"  "believe,"
"intend," "may," "will," "should," "could," and similar  expressions to identify
forward-looking statements.

     Certain matters  discussed  herein may contain  forward-looking  statements
that are  subject  to risks and  uncertainties.  Such  risks  and  uncertainties
include, but are not limited to, the following:

     *    the volatile and competitive nature of our industry,
     *    the uncertainties surrounding the rapidly evolving markets in which we
          compete,
     *    the uncertainties surrounding technological change of the industry,
     *    our dependence on its intellectual property rights,
     *    the success of marketing efforts by third parties,
     *    the changing demands of customers and
     *    the arrangements with present and future customers and third parties.

     Should one or more of these risks or  uncertainties  materialize  or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated.

OVERVIEW

     On  December  21,  2010,  we  bought  two  social   networking  web  sites:
www.koiniclub.com  and  www.koini.com.  from Anne's Diary,  Inc. in exchange for
7,260,000  shares of our common stock.  In April 2011, we hired the three people
who had designed and worked on the two web sites for Anne's Diary, Inc.

     Our primary focus is on building social networking  applications similar to
the major social  networks,  whose  networking tools have changed the way people
communicate  and interact with their friends,  fellow  students,  organizations,
business  associates and  businesses  all over the world.  By the very nature of
their potential mass adoption,  social  networking  tools and technology  should
continue  to  provide  huge   opportunities  for  entrepreneurs  and  companies,
including ours, who focus their businesses and efforts on this sector.

     Our Koini sites have been  developed for all age groups,  but uniquely,  we
also have a separate  system of parental  controls for members  under the age of
13.  Through the  development of internal  applications  that allow us to create
competitions and automate the management of these competitions,  we have created
a marketing  tool that is working very well.  This internal  application  is now
being developed to work for  businesses;  both local and  international,  to use
this  application  to  create  their own  competitions  that can  promote  their
businesses.  We  believe  the  demographics  of our Koini  members  will  entice
companies to advertise  on our Koini sites and create  competitions  in order to
promote their brands.

                                       14
<PAGE>
BUSINESS DEVELOPMENT

     We are a  development  stage  corporation  and have  recently  started  our
business operations, and have generated minimal revenues.

     The accompanying financial statements have been prepared on a going concern
basis,  which  assumes the Company  will  realize its assets and  discharge  its
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the Company had an accumulated  deficit of $1,102,483 at
March 31, 2013.  There was no revenue for the three month period ended March 31,
2013 and the Company had a working  capital  deficiency  of $57,774 at March 31,
2013.

     The Company's  ability to continue as a going concern is dependent upon its
ability to generate future profitable  operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities  arising from normal
business operations when they come due. The accompanying financial statements do
not include any adjustments that might arise as a result of this uncertainty.

     Our  auditors  have  issued a going  concern  opinion.  This means that our
auditors believe there is substantial  doubt that we can continue as an on-going
business for the next twelve months unless we obtain  additional  capital to pay
our  bills.  It is our  belief  that if we become  current  with our  regulatory
filings and raise $2,500,000 in an offering, such monies will last twelve months
and will allow us to fully implement our business plan.

RESULTS AND COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 2013 AND 2012:

     The Company had no revenue for the three month periods ended March 31, 2013
and 2012.

     Operating  expenses  were  $924,300 and $2,500 for the three month  periods
ended March 31, 2013 and 2012,  respectively.  Operating  expenses for the three
month  period ended March 31, 2013  consisted of $13,300 of legal,  auditing and
accounting  professional services,  $907,500 as an impairment charge relating to
our web sites and  $3,500 of  general  and  administration  expenses.  Operating
expenses for the three month period ended March 31, 2012  consisted of $2,500 of
legal and auditing professional services.

     The Company incurred interest expenses of $1,000 in each of the three month
periods ended March 31, 2013 and 2012.

     The Company  incurred net losses of $925,300 and $3,500 for the three month
periods  ended  March  31,  2013 and  2012,  respectively.  Based on  15,445,484
weighted  average shares  outstanding for the three months ended March 31, 2013,
the loss per share was $0.06.

LIQUIDITY AND CAPITAL RESERVES:

     For the three month period  ended March 31, 2013,  we had no income and our
operating  expenses of $924,300  consisted  primarily  of an  impairment  charge
related to our web sites of $907,500.

     As of March 31, 2013, the Company had no cash and a working capital deficit
of $57,774.

     It is the Company's  intention to seek additional capital through an equity
offering,  which we plan to use to use for working  capital  and to  implement a
marketing  program to increase  awareness of our websites and also to expand our
operations.  Depending upon market conditions, the Company may not be successful
in  raising  sufficient  additional  capital  for  it to  achieve  its  business
objectives.  In such event, the business,  prospects,  financial condition,  and
results of operations could be materially adversely affected.

                                       15
<PAGE>
     The Company's executive offices are based in Melbourne (Florida) and have a
staff of one.

     There is no guarantee that the Company will be successful in its attempt to
raise  capital  sufficient  to meet its cash  requirements  for the next  twelve
months.  If the  Company is not  successful  in its  effort to raise  sufficient
capital to meet its cash  requirements,  the business  will fail and the Company
will cease to do business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures.

     We conducted an evaluation under the supervision and with the participation
of our management,  including Enzo Taddei, our Chief Executive  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  The term "disclosure  controls and procedures," as defined in Rules
13a-15(e)  and  15d-15(e)  under the  Securities  and Exchange  Act of 1934,  as
amended  ("Exchange Act"), means controls and other procedures of a company that
are designed to ensure that information  required to be disclosed by the company
in the  reports  it  files  or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures also include, without limitation, controls and procedures designed to
ensure that  information  required to be  disclosed  by a company in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the company's  management,  including  its principal  executive and principal
financial officers, or persons performing similar functions, as appropriate,  to
allow timely decisions regarding required disclosure.  Based on this evaluation,
our Chief  Executive  Officer and principal  financial  officer  concluded as of
March 31, 2013,  that our disclosure  controls and procedures have been improved
and were effective at the reasonable  assurance  level in our internal  controls
over financial reporting discussed immediately below.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control over  financial  reporting as defined in Rules  13a-15(f)  and
15d-15(f) under the Exchange Act. Our internal control over financial  reporting
is  designed  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in  accordance  with  generally  accepted  accounting  principles.  Our
internal control over financial reporting includes those policies and procedures
that:

     (1)  pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with U.S. GAAP, and that our receipts and  expenditures are being made
          only in  accordance  with  the  authorization  of our  management  and
          directors; and

     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on the financial statements.

                                       16
<PAGE>
     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     Management   assessed  the  effectiveness  of  our  internal  control  over
financial  reporting  as of March 31, 2013 and found our  internal  control over
financial reporting to be effective. In making this assessment,  management used
the  framework  set forth in the report  entitled  Internal  Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission,  or COSO. The COSO framework  summarizes each of the components of a
company's internal control system,  including (i) the control environment,  (ii)
risk assessment,  (iii) control activities,  (iv) information and communication,
and (v) monitoring. This quarterly report does not include an attestation report
of our  registered  public  accounting  firm  regarding  internal  control  over
financial  reporting.  Management's report was not subject to attestation by our
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission that permits us to provide only management's  report in
this annual report.

IDENTIFIED MATERIAL WEAKNESSES AND SIGNIFICANT DEFICIENCIES

     A material  weakness is a control  deficiency,  or  combination  of control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement  of the  financial  statements  will not be  prevented or detected.
Management  identified  no such  material  weakness  or  deficiency  during  its
assessment  of our  internal  control over  financial  reporting as of March 31,
2013.

(b) Changes in Internal Control over Financial Reporting

     During the quarter ended March 31, 2013, we did not make any changes in our
internal controls over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     The Company is not aware of any  threatened or pending  litigation  against
the Company.

ITEM 1A. RISK FACTORS.

     Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4. MINE SAFETY DISCLOSURES.

     Not applicable.

ITEM 5. OTHER INFORMATION.

     None.

                                       17
<PAGE>
ITEM 6. EXHIBITS.

     See Exhibit  Index below for  exhibits  required by Item 601 of  Regulation
S-K.

                                  EXHIBIT INDEX

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-K:

Exhibit No.                        Description
-----------                        -----------

31.1 *         Certification under Section 302 of Sarbanes-Oxley Act of 2002
31.2 *         Certification under Section 302 of Sarbanes-Oxley Act of 2002
32.1 *         Certification under Section 906 of Sarbanes-Oxley Act of 2002
32.2 *         Certification under Section 906 of Sarbanes-Oxley Act of 2002
101 **         Interactive Data Files pursuant to Rule 405 of Regulation S-T

----------
*    Filed herewith
**   To be provided by Amendment

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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    NETWORKING PARTNERS, INC.


Date: May 20, 2013                  /s/ Enzo Taddei
                                    --------------------------------------------
                                    Enzo Taddei
                                    Chief Executive Officer
                                    (Principal Executive Officer)
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

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