UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

FORM 10-Q

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

For the quarterly period ended June 30, ~~2013~~ 2014

[ ] 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 Incorporation or Organization)		(I.R.S. Employer 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 [X] No [ ]

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 [ X] 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 August 925, ~~2013~~2014, there were 15,445,484 outstanding shares of the Registrant’s Common Stock, $.001 par value.

INDEX

		Page	~~Page~~
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.			F-1
Item 1. Financial Statements		F-1
	Condensed Consolidated Balance Sheets at June 30, 2013 (unaudited) and December 31, 2012		F-1
Consolidated Balance Sheets at June 30, 2014 (unaudited) and December 31, 2013		F-1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 and for the Period November 2, 2010 (inception) through June 30, 2013 (unaudited)		F-2
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 and for the Period November 2, 2010 (inception) through June 30, 2014 (unaudited)		F-2
	Condensed Consolidated Statements of Stockholders’ Equity for the Period November 2, 2010 (inception) through June 30, 2013 (unaudited)		F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2014 and for the Period November 2, 2010 (inception) through June 30, 2014 (unaudited)		F-3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 and for the Period November 2, 2010 (inception) through June 30, 2013 (unaudited)		F-4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 and for the Period November 2, 2010 (inception) through June 30, 2014 (unaudited)		F-4
	Notes to Condensed Consolidated Financial Statements – June 30, 2013 (unaudited)		F-5
Notes to Consolidated Financial Statements – June 30, 2014 (unaudited)		F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Development Stage Activities		3	3
Item 3. Quantitative and Qualitative Disclosures about Market Risk		5	5
Item 4. Controls and Procedures		5	5
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.		7	6
Item 1.A. Risk Factors		7	6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		7	6
Item 3. Defaults Upon Senior Securities		7	6
Item 4. Mine Safety Disclosures		7	6
Item 5. Other Information.			6
Item 5. Other Information		7
Item 6. Exhibits		7	6
SIGNATURES		8	7

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NETWORKING PARTNERS, INC.

(A ~~Development~~ Development Stage Company)

~~Condensed~~ Consolidated Balance Sheets

	June 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
	(unaudited)
ASSETS
Current Assets
Due from related party	$	5,301		$	5,301
Total Current Assets	$	-		$	-
Total Current Assets		5,301			5,301
Total Assets	$	-		$	-
Intangible assets - Web Sites (Beta 1)		2,722,500			3,630,000
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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	$	2774,~~580~~823		$	4355,~~120~~089
Advances payable		36,160			-
Due to related-party		3,119			3,119
Due to shareholders		3,155			3,155
Advances payable		36,160			36,160
Total Current Liabilities		66,895			46,275
Notes payable		45,030			40,000
Long Term Liabilities
Accrued interest		11,191			9,073
Notes payable		47,073			45,073
Total Liabilities		170,323			143,441
Total Liabilities		113,968			91,348
Commitments and Contingencies (See Note 7)
Stockholders’ Equity
Stockholders’ Equity (Deficit)
Common stock: 95,000,000 shares authorized; $0.001 par value, 15,445,484 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively		15,445			15,445
Common stock: 95,000,000 shares authorized; $0.001 par value, 15,445,484 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively		15,445			15,445
Preferred stock: 5,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively		-			-
Preferred stock: 5,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively		-			-
Additional paid In capital		3,~~806~~791,874			3,~~806~~791,874
Deficit accumulated during the development stage		(13,~~107~~977,~~303~~642	)		(~~177~~3,~~183~~950,760	)
Total Stockholders’ Equity		2,715,016			3,645,136
Total Stockholders’ Equity (Deficit)		(170,323	)		(143,441	)
Total Liabilities and Stockholders’ Equity	$	2,828,984		$	3,736,484
Total Liabilities and Stockholders’ Equity (Deficit)	$	-		$	-

~~The~~See accompanying unaudited notes ~~are~~to anthe ~~integral~~unaudited ~~part of these condensed~~ consolidated financial statements.

F-1

NETWORKING PARTNERS, INC.

(A Development Stage Company)

~~Condensed~~ Consolidated Statements of Operations

(unaudited)

													For the Period
													For the Period from
													from
													November 2, 2010
	For the Three Months Ended						For the Six Months Ended						(inception)
	June 30,						June 30,						through
	2013			2012			2013			2012			June 30, 2013
	2014			2013			2014			2013			June 30, 2014
Revenues	$	-		$	-		$	-		$	-		$	1,812
Cost of Sales		-			-			-			-			239
Gross Profit		-			-			-			-			1,573
Operating Expenses
General and Administrative		~~320~~4,505			-1,000			36,~~820~~505			-15,536			80111,~~781~~852
Impairment of Web Sites		-			-			~~907,500~~-			-			~~907~~3,~~500~~731,183
Professional Services		317,~~500~~259			2,500			1618,~~800~~259			5,~~000~~800			~~110~~121,~~331~~798
Total Operating Expenses		321,~~820~~764			23,500			~~928~~24,~~120~~764			521,~~000~~336			13,~~098~~964,~~612~~833
Other Expenses
Interest Expense		(1,~~000~~113	)		(1,000	)		(2,~~000~~118	)		(2,000	)		(1014,~~264~~382	)
Total Other Expenses		(1,~~000~~113	)		(1,000	)		(2,~~000~~118	)		(2,000	)		(1014,~~264~~382	)
Net Loss	$	(422,~~820~~877	)	$	(34,500	)	$	(~~930~~26,~~120~~882	)	$	(723,~~000~~336	)	$	(13,~~108~~977,~~876~~642	)
Basic and Diluted Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.0600	)	$	(0.00	)	$	(0.0727	)
Basic and Diluted Weighted Average Number of Shares Outstanding		15,445,484			15,445,484			15,445,484			15,445,484			15,~~445~~008,~~484~~889

~~The~~ See accompanying unaudited notes ~~are an~~to ~~integral~~the ~~part~~unaudited ~~of these condensed~~ consolidated financial statements.

F-2

NETWORKING PARTNERS, INC.

(A ~~Development~~ Development Stage Company)

~~Condensed~~ Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Six Months Ended June 30, 2014 and for the Period from November 2, 2010 (inception) to June 30, ~~2013~~2014

(unaudited)

							Deficit
							Accumulated
					Additional		during the			Total
	Common Stock				Paid-in		Development			Stockholders’
	Shares		Amount		Capital		Stage			Equity (Deficit)
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
Common stock issued for debt conversions		629,157		629		169,134		-			169,763
Net loss for the year ended December 31, 2011		-		-		-		(~~155~~140,~~835~~834	)		(~~155~~140,~~835~~834	)
Balance December 31, 2011		15,445,484		15,445		3,~~806~~791,874		(~~159~~144,~~335~~334	)		3,662,~~984~~985
Net loss for the year ended December 31, 2012		-		-		-		(173,~~848~~749,031	)		(173,~~848~~749,031	)
Balance December 31, 2012		15,445,484		15,445		3,~~806~~791,874		(~~177~~3,~~183~~893,365	)		3(86,~~645,136~~046	)
Net loss for the six months ended June 30, 2013		-		-		-		(930,120	)		(930,120	)
Net loss for the year ended December 31, 2013		-		-		-		(57,395	)		(57,395	)
Balance June 30, 2013		15,445,484	$	15,445	$	3,806,874	$	(1,107,303	)	$	2,715,016
Balance December 31, 2013		15,445,484		15,445		3,791,874		(3,950,760	)		(143,441	)
Net loss for the six months ended June 30, 2014		-		-		-		(26,882	)		(26,882	)
Balance June 30, 2014		15,445,484	$	15,445	$	3,791,874	$	(3,977,642	)	$	(170,323	)

~~The~~See accompanying unaudited notes ~~are~~to anthe ~~integral~~unaudited ~~part of these condensed~~ consolidated financial statements.

F-3

NETWORKING PARTNERS, INC.

(A ~~Development~~ Development Stage Company)

~~Condensed~~ Consolidated Statements of Cash Flows

(unaudited)

							For the Period
							For the Period from
							from
							November 2, 2010
	For the Six Months Ended						(inception)
	June 30,						through
	2013			2012			June 30, 2013
	2014			2013			June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~930~~26,~~120~~882	)	$	(723,~~000~~336	)	$	(13,~~108~~977,~~876~~642	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for asset acquisition		-			-			7,260
Intangible asset impairment		-			-			3,731,183
Impairment of Web Sites		907,500			-			907,500
Changes in operating assets and operating liabilities:
Accounts payable		~~(15~~19,~~540~~734	)		5(14,~~000~~824	)		2789,~~580~~823
Advances payable		36,160			-			36,160
Accrued interest		2,118			2,000			14,349
Accrued interest		2,000			2,000			7,073
Net Cash Used In Operating Activities		(5,030	)		(36,160	)		(142,287	)
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		-			-			(3101,~~731,~~183	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscriptions		-			-			7,556
Common stock issued for converted debt		-			-			629
Proceeds from advances payable		-			36,160			36,160
Proceeds from notes payable		-			-			40,000
Proceeds from related parties		-			-			3,119
Additional paid in capital		-			-			3,806,874
Proceeds from notes payable		5,030			-			196,635
Net Cash Provided By Financing Activities		-5,030			-36,160			3243,~~855,059~~470
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:	$	-		$	-		$	-
Common stock issued in asset acquisition	$	-		$	-		$	3,630,000
Common stock issued upon conversion of notes payable and accrued interest	$	-		$	-		$	154,763
Common stock issued upon conversion of accounts payable	$	-		$	-		$	15,000

~~The~~See accompanying unaudited notes ~~are~~to anthe ~~integral~~unaudited ~~part of these condensed~~ consolidated financial statements.

F-4

NETWORKING PARTNERS, INC.

(A Development Stage Company)

NOTES TO THE ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2013~~2014

(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~~“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 iswas to be young people between the ages of 7 and 13. The functionality of the websites iswas to be comparable to the combination of Facebook, Twitter and Myspace’s networking applications. The websites’ customizable profiles and pages ~~provide~~provided a Myspace feel and the functionality of its ‘“Friending’ ” and “Groups” ~~provide~~provided 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~~During 22012, -management impaired ~~DEVELOPMENT~~the ~~STAGE~~cost ~~ENTERPRISE~~of the websites due to the inability of raising capital and the lack of revenue. The Company ceased operations in the Canadian subsidiary named Koini, Inc., in 2013.

~~The~~Management ~~Company~~has been actively ispursuing, inand ~~the~~has ~~development~~accelerated ~~stage~~its asefforts, ~~defined~~to byevaluate ~~Financial~~emerging ~~Accounting~~technologies ~~Standards~~and ~~Board~~acquire ~~(“FASB”)~~complimentary ~~Accounting~~operational ~~Standards~~assets ~~Codification (“ASC”)~~in ~~915~~emerging markets, ~~Development~~ ~~Stage~~with ~~Entities.~~a ~~The~~primary ~~Company~~focus ison ~~primarily~~technology ~~engaged~~and intechnology ~~the~~delivery, ~~development~~marketing ofand ~~social media~~marketing ~~platforms.~~solutions, ~~The~~on ~~initial~~which ~~focus~~to ofbase the Company’s future ~~research~~business ~~and~~activities. ~~development~~Management ~~efforts~~is ~~will~~seeking beto ~~the~~acquire ~~generation~~assets ~~of products~~ and ~~services~~ ~~for~~technology ~~web-sites~~with ~~geared~~high ~~toward~~potential ~~the~~for ~~children’s~~immediate ~~market.~~growth ~~The~~which will ~~production~~generate ~~and~~revenue ~~marketing of the Company’s web-sites~~ and ~~its~~have ~~ongoing~~complimentary ~~research~~ and ~~development~~synergistic ~~activities~~business ~~will~~models ~~be subject~~ to ~~extensive~~further ~~review by~~ the Company’s ~~management~~Plan ~~and~~of ~~Board~~Operations, ofin ~~Directors.~~exchange ~~The~~for the Company’s ~~success~~securities. ~~will~~The ~~depend~~Company inhas ~~part~~not onrealized ~~its~~any ~~ability~~revenues toas ~~generate~~of ~~advertising~~yet ~~sales.~~from ~~There~~its ~~can~~plan ~~be no assurance~~ of ~~the Company’s successful efforts~~operations.

~~For~~NOTE ~~the~~2 ~~three~~- ~~month~~BASIS ~~period~~OF ended June 30, 2013, there was no revenue. The accompanying financial statements for the three month period ended June 30, 2013 have been prepared assuming the Company will continue as a going concern.PRESENTATION

~~During~~The accompanying consolidated unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the ~~fiscal~~instructions ~~year~~to ~~2013~~Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, ~~intends~~all toadjustments ~~raise~~(all ~~additional~~of ~~debt~~which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months and~~/or~~ ~~equity~~six ~~financing~~months toended ~~fund~~June 30, 2014 are not indicative of the results that may be expected for the year ending December 31, 2014 or for any other future ~~operations~~period. These unaudited consolidated financial statements and tothe unaudited ~~provide~~notes ~~additional~~thereto ~~working~~should ~~capital~~be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on July 14, 2014 (our “10-K”).

~~However,~~The ~~there~~Company is noin ~~assurance~~the development ~~that~~stage ~~such~~as ~~financing~~defined ~~will~~by beFinancial ~~consummated or~~Accounting ~~obtained~~Standards inBoard ~~sufficient~~(“FASB”) ~~amounts~~Accounting ~~necessary~~Standards toCodification ~~meet~~(“ASC”) 915, Development Stage Entities. As such, the Company’s ~~financial~~is ~~needs.~~presented ~~Revenues~~as ~~are~~in ~~anticipated~~the todevelopment ~~commence once~~stage ~~its~~from ~~advertising~~November ~~sales commence~~2, ~~internal~~2010 ~~currency~~through June 30, ~~Koini~~2014 ~~Credits~~(See ~~system,~~Note ~~paid~~4). ~~competition,~~During ~~and~~the ~~many~~development ~~other~~stage ~~revenue~~the ~~streams are~~Company ~~implemented~~was primarily engaged in the development of social media platforms. The ~~accompanying~~initial ~~financial~~focus ~~statements~~of dothe ~~not~~Company’s ~~include~~research ~~any~~and ~~adjustments~~development toefforts ~~reflect~~was the ~~possible~~generation ~~future~~of ~~effects~~products onand ~~the~~services ~~recoverability~~for web-sites geared toward the children’s market. The production and ~~classification~~marketing of ~~assets~~the orCompany’s ~~the~~web-sites ~~amounts~~and its ongoing research and ~~classifications~~development ofactivities ~~liabilities~~will ~~that~~be ~~may~~subject ~~result~~to ~~from~~extensive review by the ~~possible~~Company’s ~~inability~~management and Board of ~~the~~ Directors. The Company’s success will depend in part on its ability to ~~continue~~generate asadvertising asales. ~~going~~There ~~concern~~can be no assurance of the Company’s successful efforts. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s financial needs.

F-5

NETWORKING PARTNERS, INC.

(A Development Stage Company)

NOTES TO THE ~~CONDENSED~~ CONSOLIDATED ~~FINANCIAL~~ FINANCIAL STATEMENTS

June 30, ~~2013~~2014

(unaudited)

NOTE 32 - ~~GOING~~BASIS ~~CONCERN~~OF PRESENTATION (continued)

~~The~~There ~~accompanying financial~~was ~~statements~~no ~~have~~revenue ~~been~~for the ~~prepared~~six onmonths aended ~~going~~June ~~concern basis~~30, ~~which~~2014 ~~assumes~~and for the ~~Company~~years ~~will~~ended ~~realize~~December ~~its~~31, ~~assets~~2013 and ~~discharge its liabilities in the normal course of business~~2012. AsThe ~~reflected in the~~ accompanying unaudited consolidated financial statements, for the ~~Company~~six ~~had~~months anended ~~accumulated deficit of $1,107,303 at~~ June 30, ~~2013.~~2014 ~~There~~have ~~was~~been noprepared ~~revenue~~assuming ~~for~~ the ~~three~~Company ~~month~~will ~~period~~continue ~~ended June~~as ~~30, 2013 and the Company had~~ a ~~working~~going ~~capital~~concern. (See ~~deficiency~~Note ~~of $61,594 at June 30, 2013.~~ 3)

~~The~~NOTE ~~Company’s~~3 ~~ability~~- toGOING 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.CONCERN

~~NOTE~~The 4accompanying -unaudited financial ~~SUMMARY~~statements OFhave ~~SIGNIFICANT~~been ~~ACCOUNTING~~prepared on a going concern basis, which assumes the Company will realize its assets and discharge ~~POLICIES~~its liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $3,977,642 at June 30, 2014. For the six months ended June 30, 2014 the Company had a net loss of $26,882 and net cash of $5,030 used in operations. The Company had a working capital deficiency of $170,323 at June 30, 2014.

~~Basis~~The ofCompany’s ~~Presentation- The~~ability ~~consolidated~~to ~~financial~~continue ~~statements~~as ~~include~~a ~~the~~going ~~accounts~~concern ofis ~~Networking~~dependent ~~Partners,~~upon ~~Inc. and~~ its ~~wholly-owned~~ability ~~subsidiary.~~to ~~All~~generate ~~significant intercompany~~future ~~accounts~~profitable operations and/or ~~transactions~~to ~~have~~obtain ~~been~~the ~~eliminated.~~necessary financing ~~Investments~~to inmeet ~~entities~~its inobligations ~~which~~and ~~the~~repay ~~Company~~its ~~can~~liabilities ~~exercise~~arising ~~significant influence,~~from ~~but~~normal ~~does~~business ~~not~~operations ~~own~~when athey ~~majority~~come ~~equity~~due. ~~interest~~The oraccompanying financial ~~otherwise~~statements ~~control,~~do ~~are~~not ~~accounted~~include ~~for~~any ~~using~~adjustments to reflect the ~~equity~~possible ~~method~~future ~~and~~effects ~~are included~~on asthe ~~investments~~recoverability inand ~~equity~~classification of ~~interests~~assets onor the ~~consolidated~~amounts ~~balance~~and ~~sheets.~~classifications ~~The~~of ~~Company~~liabilities ~~has~~that ~~included~~may result from the ~~results~~possible ofinability ~~operations~~ of ~~acquired~~the ~~companies~~Company ~~from~~to ~~the~~continue as ~~date~~a ofgoing ~~acquisition~~concern.

~~Cash~~During ~~and~~the ~~Cash~~fiscal ~~Equivalents- For~~year ~~purposes~~2014, ofmanagement ~~the~~intends ~~Statement~~to ofraise ~~Cash~~additional ~~Flows,~~debt ~~the~~and/or ~~Company~~equity ~~considers~~financing ~~liquid~~to ~~investments~~fund future operations and to acquire assets and technology with anhigh ~~original~~potential ~~maturity~~for ofimmediate ~~three~~growth ~~months~~which orwill generate revenue and provide additional working capital. However, ~~less~~there tois no assurance that such financing will be ~~cash~~consummated ~~equivalents~~or obtained in sufficient amounts necessary to meet the Company’s financial needs.

~~Management’s~~NOTE ~~Use~~4 ~~of Estimates~~- ~~The preparation~~ ofSUMMARY ~~financial~~OF ~~statements~~SIGNIFICANT ~~in conformity with accounting principles generally accepted in the United States of America~~ACCOUNTING 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.POLICIES

~~Revenue~~Principles ~~Recognition.~~of ~~In October~~Consolidation ~~2009,~~- ~~FASB~~The ~~amended~~consolidated ~~the~~financial ~~accounting~~statements ~~standard~~include ~~for~~the ~~multiple~~accounts ~~deliverable~~of ~~revenue~~Networking ~~arrangements~~Partners, ~~which provided updated guidance on whether multiple deliverables exist, how deliverables in an arrangement should be separated, and how consideration should be allocated~~Inc. ~~This~~ ~~standard eliminates the use of the residual method~~ and ~~will~~its 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 thirdwholly-~~party~~owned ~~evidence (“TPE”) if VSOE is not available~~subsidiary. ~~The new~~ ~~standard~~All ~~provides~~significant ~~additional~~intercompany ~~flexibility~~accounts toand ~~utilize~~transactions anhave ~~estimate~~been ofeliminated ~~selling~~in ~~price (“ESP”) if neither VSOE nor TPE is available~~consolidation.

~~The Company~~Management’s ~~elected~~Use toof ~~early~~Estimates ~~adopt~~- ~~this~~The ~~accounting~~preparation ~~standard,~~of atfinancial ~~inception,~~statements onin aconformity ~~prospective~~with ~~basis.~~accounting ~~The~~principles ~~adoption~~generally ofaccepted ~~this~~in the ~~standard~~United ~~did~~States ~~not~~of ~~have a~~America ~~significant~~requires ~~impact~~management onto ~~the~~make ~~Company’s~~estimates ~~revenue~~and ~~recognition~~assumptions ~~for~~that ~~multiple~~affect ~~deliverable~~the ~~arrangements.~~reported ~~Upon~~amounts ~~adoption,~~of ~~the selling~~assets ~~prices~~and ~~for~~liabilities ~~certain~~and ~~custom~~disclosures ~~advertising~~of ~~solutions~~contingent ~~may~~assets ~~use~~and ~~the~~liabilities ~~best~~at ~~estimate~~the date of ~~selling~~financial ~~price~~statements asand ~~provided under~~ the ~~new~~reported ~~standard.~~amounts ~~The adoption~~ of ~~this~~revenue ~~standard~~and ~~did~~expenses ~~not~~during ~~have~~the areporting ~~material~~period. ~~impact~~Actual onresults ~~the~~could ~~Company’s~~differ ~~consolidated~~from ~~financial~~those ~~position,~~estimates. ~~cash~~Significant ~~flows,~~estimates in orthe ~~results~~accompanying ofunaudited ~~operations~~consolidated ~~for~~financial ~~the~~statements ~~three~~include ~~month~~the ~~period~~valuation ~~ended~~allowance ~~June~~on ~~30,~~deferred ~~2013~~tax assets.

InCash ~~all~~and ~~cases,~~Cash ~~revenue~~Equivalents - isFor ~~recognized~~purposes ~~only when~~of the ~~price~~Statement ~~is fixed or determinable, persuasive evidence~~ of anCash ~~arrangement exists~~Flows, the ~~service is performed, and collectability of the related fee is reasonably assured. The~~ Company’s ~~arrangements~~considers ~~generally~~liquid doinvestments ~~not~~with ~~include~~an aoriginal ~~provision~~maturity ~~for~~of ~~cancellation,~~three ~~termination,~~months or ~~refunds~~less ~~that~~to ~~would~~be ~~significantly~~cash ~~impact revenue recognition~~equivalents. ~~Revenue is generated from several offerings including the display of graphical advertisements (“display advertising”), and other sources.~~

FNet Income per Common Share -6 Net loss per common share is computed pursuant to section 260-10 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 June 30, 2014.

~~NETWORKING PARTNERS, INC.~~F-6

(ANETWORKING ~~Development Stage Company)~~PARTNERS, INC.

~~NOTES~~(A TODevelopment ~~THE CONDENSED CONSOLIDATED FINANCIAL~~Stage ~~STATEMENTS~~Company)

~~June~~NOTES ~~30,~~TO ~~2013~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~(unaudited)~~June 30, 2014

~~NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ (~~continued~~unaudited)

~~The~~NOTE ~~Company~~4 ~~recognizes~~- ~~revenue~~SUMMARY ~~from~~OF ~~display advertising~~SIGNIFICANT ~~on koini.com, koiniclub.com and affiliate sites as “impressions” are delivered. Impressions are delivered~~ACCOUNTING ~~when~~POLICIES 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”~~continued) 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~~Fair ~~Company~~Value ~~has~~for ~~not yet begun offering~~Financial ~~customized~~Assets ~~display~~and ~~advertising~~Financial ~~solutions~~Liabilities to- ~~advertisers.~~We ~~These~~measure ~~customized~~our ~~display~~financial ~~advertising~~assets ~~solutions~~and ~~combine~~liabilities ~~the~~in ~~Company’s standard~~accordance ~~display advertising~~ with ~~customized~~United ~~content,~~States ~~customer~~generally accepted ~~insights,~~accounting ~~and campaign analysis~~principles. ~~Due~~For tocertain ~~the~~of ~~unique~~our ~~nature~~financial ~~of these products~~instruments, ~~the~~including ~~Company~~cash ~~may~~and ~~not~~cash beequivalents, ~~able~~accounts topayable and ~~establish~~accrued ~~selling~~and ~~prices~~other ~~based on historical stand-alone sales or third-party evidence; therefore~~liabilities, the ~~Company~~carrying ~~may~~amounts ~~use~~approximate ~~its~~fair ~~best~~value ~~estimate~~due to ~~establish~~their ~~selling~~short ~~prices~~maturities. ~~The~~Amounts ~~Company establishes best estimates within a range~~recorded offor ~~selling~~notes ~~prices considering multiple factors including~~payable, ~~but~~also ~~not~~approximate ~~limited~~fair ~~to,~~value ~~class~~because ofcurrent ~~advertiser,~~interest ~~size~~rates ~~of transaction, seasonality, margin objectives, observed pricing trends,~~ available ~~online~~to ~~inventory,~~us ~~industry~~for ~~pricing~~debt ~~strategies,~~with ~~and~~similar ~~market~~terms ~~conditions. The~~and ~~Company~~maturities ~~believes~~are ~~the~~substantially ~~use of~~ the ~~best estimates of selling price allows revenue recognition in a manner consistent with the underlying economics of the transaction~~same.

~~Comprehensive~~The ~~Income~~Company ~~(Loss)~~follows 825- ~~The~~10 ~~Company~~of ~~reports~~the ~~Comprehensive~~FASB ~~income~~Accounting ~~and~~Standards ~~its~~Codification ~~components~~for ~~following~~disclosures ~~guidance~~about ~~set~~fair ~~forth~~value byof ~~section~~its ~~220~~financial instruments and paragraph 820-10 -35-37 of the FASB Accounting Standards Codification ~~which~~(“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes ~~standards~~a framework for ~~the~~measuring ~~reporting~~fair ~~and~~value ~~display~~in accounting principles generally accepted in the United States of ~~comprehensive~~America ~~income~~(U.S. GAAP), and ~~its~~expands ~~components~~disclosures about fair value measurements. To increase consistency and comparability in ~~the~~fair ~~financial~~value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which ~~statements~~prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. ~~There~~The ~~were~~fair novalue ~~items~~hierarchy ofgives the ~~comprehensive~~highest ~~income~~priority to quoted prices (~~loss~~unadjusted) ~~applicable~~in toactive ~~the~~markets ~~Company~~for ~~during~~identical ~~the~~assets ~~period~~or ~~covered~~liabilities inand the ~~financial~~lowest priority ~~statements~~to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

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 June 30, 2013.

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.

~~Deferred Taxes-~~ The Company ~~accounts~~ ~~for~~does ~~income~~not ~~taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and~~have ~~liabilities~~any ~~are determined based upon differences between the financial reporting and tax bases of~~ assets ~~and~~or liabilities ~~and are~~ measured ~~using~~at ~~the~~fair ~~enacted~~value ~~tax~~on ~~rates~~a ~~and~~recurring ~~laws~~or ~~that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by~~ a ~~valuation~~non-recurring ~~allowance~~basis, toconsequently, the ~~extent~~Company ~~management~~did ~~concludes it is more likely than~~ not ~~that the assets will~~have ~~not~~any befair ~~realized.~~value ~~Deferred~~adjustments ~~tax~~for assets and liabilities ~~are~~ measured ~~using~~at ~~enacted~~fair ~~tax~~value ~~rates~~at ~~expected~~March to31, ~~apply~~2014, tonor ~~taxable~~gains ~~income~~or ~~in the~~losses ~~years~~are reported in ~~which~~the ~~those~~statement ~~temporary~~of ~~differences~~operations that are ~~expected~~attributable to bethe ~~recovered~~change orin ~~settled.~~unrealized ~~The~~gains ~~effect~~or onlosses ~~deferred~~relating ~~tax~~to those assets and ~~liabilities~~ ofliabilities astill ~~change~~held inat ~~tax rates is recognized in~~ the ~~statements~~reporting ofdate ~~operations~~for in the ~~period~~six ~~that~~months ~~includes~~ended ~~the~~June ~~enactment~~30, ~~date~~2014.

~~Fair~~Segment ~~Value~~Reporting - In June, 1997, the Financial Accounting Standards Board issued Statement of Financial ~~Instruments- The~~Accounting Standards (SFAS) No. 131,“Disclosures ~~carrying~~about ~~amounts~~Segments ~~reported~~of an Enterprises and Related Information”. This Statement requires companies to report information about operating segments in ~~the~~interim ~~balance~~and ~~sheet~~annual ~~for~~financial ~~cash,~~statements. ~~accounts~~It ~~receivable~~also requires segment disclosures about products and ~~payable~~services, geographic ~~approximate~~areas, ~~fair~~and ~~value~~major ~~based~~customers. onThe ~~the~~Company ~~short-term~~determined that it did not have any separately reportable operating segments ~~maturity~~as of ~~these~~June ~~instruments~~30, 2014.

~~F-7~~Recent Accounting Pronouncements

~~NETWORKING~~The Company ~~PARTNERS~~will adopt UPDATE NO. 2014-10 – DEVELOPMENT STAGE ENTITIES (TOPIC 915): ELIMINATION OF CERTAIN FINANCIAL REPORTING REQUIREMENTS, ~~INC~~INCLUDING AN AMENDMENT TO VARIABLE INTEREST ENTITIES GUIDANCE IN TOPIC 810, CONSOLIDATION effective September 30, 2014.

(AAdditional ~~Development~~Financial ~~Stage~~Accounting Standards Board, Accounting Standard Updates which are not effective until after June 30, 2014 are not expected to have a significant effect on the Company)’s consolidated financial position or results of operations.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~F-7

~~June~~NETWORKING 30PARTNERS, ~~2013~~ INC.

(~~unaudited~~A Development Stage Company)

~~NOTE~~NOTES 4TO -THE ~~SUMMARY OF SIGNIFICANT ACCOUNTING~~CONSOLIDATED ~~POLICIES~~FINANCIAL ~~(continued)~~STATEMENTS

Impairment of Long-Lived 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. No impairments of these types of assets were recognized during the three month period ended June 30, ~~2013.~~2014

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~~unaudited). 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~~NOTE ~~Value~~5 ~~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:DEBT

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.

Due to related-party - consisted of the following at June 30, 2014 and December 31, 2013,

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 June 30, 2012, 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 June 30, 2013.

	June 30, 2014		December 31, 2013

Due to related-party	$	3,119	$	3,119

FAs of December 31, 2012, the Company held a receivable from a Canadian entity, Anne’s Diary Inc., in the amount of $5,300 in relation to the purchase of the social networking websites. During 2013, this receivable was assigned by Anne’s Diary to Enzo Taddei, the Company’s sole officer and director, and is netted in the Due to related-8party amount of $3,119 as of June 30, 2014, which also includes non-interest bearing advances to the Company from our former President, Pino G. Baldassarre during 2011, that were assigned by the former president to Enzo Taddei, the Company’s sole officer and director and $5,264 of non-interest bearing advances to the Company by Mr. Taddei during the third quarter of 2013 in the form of payments made by Mr. Taddei on behalf of the Company for its operating expenses.

~~NETWORKING~~Advances ~~PARTNERS~~payable - consisted of the following at June 30, ~~INC.~~2014 and December 31, 2013,

(A Development Stage Company)

	June 30, 2014		December 31, 2013

Advances payable	$	36,160	$	36,160

~~NOTES~~Advances TOpayable ~~THE~~represents non-interest ~~CONDENSED~~bearing ~~CONSOLIDATED~~advances ~~FINANCIAL~~to the Company during 2013, from a non-affiliated third party individual, utilized for payments ~~STATEMENTS~~to service providers.

Notes Payable and Accrued interest - consisted of the following at June 30, 2014 and December 31, 2013,

(unaudited)

	June 30, 2014		December 31, 2013

Notes payable	$	45,030	$	40,000

Accrued interest	$	11,191	$	9,073

~~NOTE~~During 4September 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. To date, the above-mentioned ~~SUMMARY~~three OFnote ~~SIGNIFICANT~~holders ~~ACCOUNTING~~have verbally agreed to renew and extend the Promissory Notes each month until ~~POLICIES~~the ~~(continued)~~Company has the available funds to repay the principal and interest: a $5,000 note was issued September 1, 2011 and was initially due February 28, 2013; a $15,000 note was issued September 1, 2011 and was initially due March 18, 2013; and a $20,000 note was issued October 11, 2011 and was initially due April 10, 2013. In addition, the Company executed two Promissory Notes with an unaffiliated individual for an aggregate amount of $5,030 loaned to the Company for working capital purposes during March and April of 2014 bearing interest at the rate of 10% with terms of one year and maturity dates in March and April of 2015. The Promissory Notes are presented on the Company’s financial statements in the amount of $45,030 and $40,000 at March 31, 2014 and December 31, 2013, respectively. Interest expense relating to the Promissory Notes was $2,118 for the six months ended June 30, 2014 and accrued interest relating to the Promissory Notes was $11,191 and $9,073 at June 30, 2014 and December 31, 2013, respectively.

~~Recent~~NOTE ~~Accounting~~6 ~~Pronouncements~~- STOCKHOLDERS EQUITY (DEFICIT)

~~In March 2010, the FASB issued Accounting Standard Update No. 2010-11 “Derivatives and Hedging” (Topic 815~~A). ~~ASU~~Common 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, 2010Stock

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~~Company ~~signed~~had ~~the Health Care & Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23~~15, ~~2010. FASB Codification topic 740~~445, ~~Income~~484 ~~Taxes,~~issued ~~requires the measurement of current~~ and ~~deferred~~outstanding ~~tax~~common ~~liabilities~~stock ~~and~~shares ~~assets~~as ~~to be based on provisions~~ of ~~enacted~~June ~~tax~~30, ~~law~~2014. ~~The~~ ~~effects~~No shares of ~~future~~common ~~changes~~stock inwere ~~tax~~issued ~~laws~~during ~~are not anticipated.” Therefore,~~ the ~~different~~six ~~enactment~~months ~~dates of the Act and reconciliation~~ended ~~measure~~June ~~may affect registrants with a period-end that falls between March 23, 2010 (enactment date of the Act), and March~~ 30, ~~2010 (enactment~~2014 ~~date~~or offiscal ~~the~~2013 ~~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 patterns2012.”

~~In April 2010, the FASB issued Accounting Standard Update No. 2010~~F-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.8

~~The amendments in this Update are effective~~ ~~for~~NETWORKING ~~fiscal years~~PARTNERS, ~~and interim periods within those fiscal years, beginning on or after December 15, 2010~~INC. 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~~(A 5Development ~~- SEGMENT REPORTING~~Stage Company)

InNOTES ~~June,~~TO ~~1997, the~~THE ~~Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 131,“Disclosures~~CONSOLIDATED ~~about~~FINANCIAL 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 June 30, 2013.STATEMENTS

~~NOTE~~June 630, ~~- INCOME TAXES~~2014

~~Due~~(unaudited) 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 June 30, 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.

FNOTE 6 -9 STOCKHOLDERS EQUITY (DEFICIT)

~~NETWORKING~~B) ~~PARTNERS, INC.~~Preferred Stock

(AThe ~~Development~~company’s ~~Stage~~Articles of ~~Company)~~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.

~~NOTES~~No TOpreferred ~~THE~~shares ~~CONDENSED~~have been ~~CONSOLIDATED~~issued ~~FINANCIAL STATEMENTS~~since inception through June 30, 2014.

~~June~~NOTE ~~30,~~7 ~~2013~~- COMMITMENTS AND CONTINGENCIES

~~(unaudited)~~Legal Matters

~~NOTE~~From 7time –to ~~BALANCE~~time, ~~SHEET~~we may ~~INFORMATION~~be involved in litigation relating to claims arising out of our operations in the normal course of business. As of June 30, 2014, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

~~Due~~NOTE ~~from~~8 ~~related party~~ - AsRELATED ofPARTY ~~June 30, 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.~~TRANSACTIONS

~~Intangible~~Since ~~Assets~~inception, -the ~~consisted of~~Company ~~the~~has ~~following~~conducted attransactions ~~June~~with ~~30,~~officers. ~~2013~~See Note 5 for details of these transactions.

Koini.com & Koiniclub.com	$	3,630,000
Koini – Public Pages (Beta V1)		101,183
Impairment Charge		(907,500	)
Total Intangible Assets	$	2,823,683

NOTE 9 - SUBSEQUENT EVENTS

On ~~December~~April 2122, ~~2010~~2014, ~~the Company acquired~~Networking ~~two web-sites~~Partners, ~~koini~~Inc.~~com~~ ~~and~~(“Company”) ~~koiniclub.com,~~entered ~~from~~into a ~~Canadian~~definitive ~~entity,~~Asset ~~Anne’s~~Purchase ~~Diary~~Agreement ~~Inc~~with Mr., inChad ~~the~~Steinhart ~~amount of $3~~(“Steinhart”),~~630,000 via a~~ ~~stock~~pursuant ~~subscription~~to ~~agreement.~~which ~~The agreement stated that~~ the Company ~~must~~would ~~amend~~acquire ~~its~~certain ~~Articles~~assets offrom ~~Incorporation~~Mr. ~~to increase authorized common stock to enable the distribution of the appropriate amount of shares to Anne’s Diary Inc~~Steinhart., inThe anclosing ~~amount equal 49%~~ of ~~issued and outstanding, immediately following~~ the ~~approved~~asset ~~Certificate~~acquisition ofis ~~Amendment in the State of Nevada, no later than 180~~anticipated ~~days of the transaction. On April 12, 2011, the Company issued 7,260,000 common shares~~ to ~~Anne´s~~occur ~~Diary,~~during ~~Inc~~August ~~consummating the purchase of the social networking websites as per agreement~~2014.

The ~~websites~~assets ~~were~~to ~~valued~~be ~~using~~acquired include, ~~various~~among other things, a proprietary integration code for web development and software for voice over internet protocol ~~methods~~(“VoIP”) ~~including~~integration. ~~adherence~~This works together to ~~Emerging~~form ~~Issues~~a ~~Task~~total ~~Force~~solution ~~002~~resulting in an internet telephony service provider (~~EITF-002~~“ITSP”) platform that allows hosted private branch exchange (“PBX”) in the cloud and other telecom features. This platform integrates several types of telecommunications carrier grade class 4 and class 5 soft-witches from an open source framework by Digium, Inc. to licensed software and equipment and infrastructure providers, Telinta, Inc. and PortaOne, Inc. This allows the ~~market~~convergence ~~value~~around ~~approach~~a carrier grade billing platform including soft-switches as media applications for voice and video calls, conferencing, interactive voice response (“IVR”) applications and unified messaging applications integrated into one simple web portal. This integration is being purchased and allows the ~~income~~end ~~approach~~using ~~utilizing~~businesses that pay for service to have a ~~capitalization~~robust ~~rate~~PBX ~~calculated~~phone ~~from~~system including phone lines hooked to the ~~Ibbotson’s~~Cloud. ~~build~~The integrations include the code, infrastructure and equipment allowing the soft-upswitches ~~method~~and ~~applied~~web development to ~~projected~~operate ~~future~~in ~~cash~~a ~~flows~~simple interface that uses the technology just mentioned and hosts the integration portal on the domains www.SonantTelecon.com ~~The~~and ~~participants~~www.SonantTelecom.net. This Agreement includes all the code, web development integrations and an infrastructure to facilitate being an ITSP. It also ~~considered~~includes ~~FAS~~all ~~157~~of Steinhart’s vendor ~~definition~~relationships and the lists of ~~fair~~businesses ~~value~~that ~~which~~have isutilized the ~~amount~~technology aton ~~which~~a ~~the~~test ~~asset~~basis ~~could~~or beare ~~bought~~currently orusing ~~sold~~the technology inon a ~~current transaction~~trial ~~between~~basis and are willing ~~parties,~~to orenter ~~transferred~~into formal agreements to ancontinue ~~equivalent~~using ~~party~~the technology which will generate monthly residual revenues to the owner.

~~Intangible~~The ~~assets~~purchase ~~are~~consideration to ~~carried~~be paid at ~~cost~~the ~~and amortized~~closing ~~over~~shall ~~their~~be ~~estimated~~625,000 ~~useful~~shares ~~lives,~~of ~~generally~~Series on“A” aConvertible ~~straight-line~~Preferred ~~basis~~Stock. ~~The~~Each ~~Company~~share ~~reviews~~of ~~identifiable amortizable intangible~~Series ~~assets~~“A” toConvertible bePreferred ~~held~~Stock ~~and~~shall ~~used~~have ~~for~~100 ~~impairment~~votes ~~whenever~~per ~~events~~share orand ~~changes~~shall inbe ~~circumstances~~convertible ~~indicate~~into ~~that~~100 ~~the~~shares ~~carrying value~~ of the ~~assets~~Company’s ~~may~~common ~~not~~stock, besuch ~~recoverable.~~conversion ~~Determination~~right ofshall ~~recoverability~~be isexercisable ~~based~~ on ~~the~~or ~~lowest~~after ~~level of identifiable estimated undiscounted cash flows resulting from use of~~ the ~~asset~~second ~~and~~anniversary ~~its eventual disposition. Measurement~~ of ~~any impairment loss is based on~~ the ~~excess~~closing of ~~the~~ ~~carrying value of~~ the asset ~~over its fair value~~acquisition.

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.F-9

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 June 30, 2013:

Advances payable $ 36,160

Due to shareholders – represents non-interest bearing advances to the Company from our former President, Pino G. Baldassarre, and consisted of the following at June 30, 2013:

Due to shareholders $ 3,155

F-10

NETWORKING PARTNERS, INC.

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 June 30, 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:

Description	Amount of 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 as Notes Payable in the amount of $47,073 at June 30, 2013. The $7,073 represents accrued interest on the outstanding principal amount of $40,000.

NOTE 8 – SUBSEQUENT INFORMATION

The Company has performed an evaluation of subsequent events and is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

F-11

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~~November 215, 2010, the weCompany ~~bought~~created ~~two~~a ~~social~~wholly ~~networking~~owned ~~web~~foreign ~~sites:~~subsidiary ~~www~~named Koini, Inc.~~koiniclub~~, (“Koini”), a Canadian corporation located on Prince Edward Island, Canada.~~com~~ Koini was setup as a special purpose company to manage and ~~www.~~continually develop koini.com and koiniclub.com, two fully functional social networking web-sites purchased from ~~Anne’s~~a ~~Diary~~third party on December 21, ~~Inc~~2010. inThe ~~exchange~~websites ~~for~~were ~~7,260,000~~purchased ~~shares~~by ofthe ~~our~~Company ~~common~~to ~~stock~~have Koini run and manage. InKoini.com ~~April~~and ~~2011,~~“koiniclub.com’s” wetarget ~~hired~~market ~~the~~was ~~three~~to be young people between ~~who~~the ~~had~~ages ~~designed~~of 7 and ~~worked~~13. onThe functionality of the ~~two~~websites ~~web~~was ~~sites~~to ~~for~~be ~~Anne~~comparable to the combination of Facebook, Twitter and Myspace’s networking applications. The websites’ customizable profiles and pages provided a Myspace ~~Diary,~~feel ~~Inc~~and the functionality of its ‘Friending’ and “Groups” provided a Facebook feel.

~~Our~~On ~~primary~~August ~~focus is on building social networking applications similar to the major social networks~~20, ~~whose~~2011 ~~networking tools have changed~~ the ~~way~~ ~~people~~board ~~communicate~~of ~~and~~directors ~~interact~~decided ~~with~~to ~~their~~change ~~friends, fellow students, organizations, business associates and businesses all over~~ the ~~world.~~legal Byname ~~the very nature~~ of ~~their~~Koini ~~potential~~Inc. ~~mass~~(Canada) ~~adoption, social networking tools and technology should continue~~ to ~~provide huge~~Networking ~~opportunities~~Partners ~~for~~Canada ~~entrepreneurs and companies, including ours, who focus their businesses and efforts on this sector~~Inc.

~~Our~~During ~~Koini~~2012, ~~sites have~~management ~~been~~impaired ~~developed~~the ~~for~~cost ~~all age groups, but uniquely, we also have a separate system~~ of ~~parental controls for members under~~ the ~~age of~~websites ~~13.~~due ~~Through~~to the ~~development~~inability of ~~internal~~raising ~~applications~~capital ~~that allow us to create competitions~~ and ~~automate~~ the ~~management~~lack of ~~these competitions, we have created a marketing tool that is working very well~~revenue. ~~This~~The ~~internal~~Company ~~application~~ceased ~~is now being developed to work~~operations ~~for~~in ~~businesses;~~the ~~both~~Canadian ~~local~~subsidiary ~~and~~named ~~international~~Koini, ~~to use this application to create their own competitions that can promote their businesses~~Inc. 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~~2013.

Management has been actively pursuing, and has accelerated its efforts, to evaluate emerging technologies and acquire complimentary operational assets in emerging markets, with a primary focus on technology and technology delivery, marketing and marketing solutions, on which to base the Company’s future business activities. Management is seeking to acquire assets and technology with high potential for immediate growth which will generate revenue and have complimentary and synergistic business models to further the Company’s Plan of Operations, in exchange for the Company’s securities. The Company has not realized any revenues as of yet from its plan of operations.

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 $13,~~107~~977,~~303~~642 at June 30, ~~2013~~2014. There was no revenue for the ~~three month~~six ~~period~~months ended June 30, ~~2013~~2014 and the Company had a working capital deficiency of $61170,~~594~~323 at June 30, ~~2013~~2014.

3The 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 a sufficient amount of capital, such monies will last twelve months and will allow us to fully implement our business plan.

~~The~~Results ~~Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations~~ and~~/or~~ tocomparison 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~~three ~~twelve months unless we obtain additional capital to pay our bills. It is our belief that~~month ifperiods weended ~~become~~June ~~current with our regulatory filings and raise $2~~30,~~500,000~~ in2014 ~~an offering, such monies will last twelve months~~ and ~~will allow us to fully implement our business plan.~~2013:

~~Results~~The ~~and~~Company ~~comparison~~had ofno revenue for the three ~~month~~ ~~periods~~months ended June 30, ~~2013~~2014 and ~~2012:~~2013.

~~The~~Operating ~~Company~~expenses ~~had~~were no$21,764 and ~~revenue~~$3,500 for the three months ended June 30, 2014 and 2013, respectively. For the three months ended June 30, 2014, operating ~~month~~expenses ~~periods~~consisted of $17,259 of legal and auditing professional services and $4,505 of general and administrative expenses. For the three months ended June 30, 2013, operating expenses consisted of $2,500 of legal and ~~2012~~auditing professional services and $1,000 of general and administrative expenses.

~~Operating~~The ~~expenses~~Company ~~were~~incurred ~~$3,820 and $2,500~~interest ~~for~~expense ~~the three month periods ended June 30, 2012 and 2011, respectively. Operating expenses consisted~~ of $31,~~500~~113 ~~of legal~~ and ~~auditing professional services and~~ $~~320~~1,000 ~~of general and administration expenses~~ for the three ~~month~~months ~~period~~ ended June 30, ~~2013~~2014 and $22013,~~500 of~~ ~~legal and auditing professional services for the three month period ended June 30, 2012~~respectively.

The Company ~~incurred~~had ~~interest~~net ~~expense of~~losses of $122,~~000~~877 inand ~~each~~$4,500 offor the three ~~month~~months ~~periods~~ ended June 30, ~~2013~~2014 and ~~2012~~2013, respectively.

~~The~~Based ~~Company~~on ~~had net losses of $4~~15,~~820~~445,484 ~~and~~weighted ~~$3,500~~average shares outstanding for the three ~~month~~months ~~periods~~ ended June 30, ~~2013~~2014, ~~and~~the ~~2012,~~loss ~~respectively~~per share was $0.00.

~~Based~~Results onand ~~15,445,484~~comparison ~~weighted~~of ~~average shares outstanding for~~ the ~~three~~six ~~months~~month periods ended June 30, ~~2013,~~2014 ~~the~~and ~~loss per share was $0.00.~~2013:

~~Results~~The ~~and~~Company ~~comparison~~had ofno revenue for the six ~~month periods~~months ended June 30, ~~2013~~2014 and ~~2012:~~2013.

~~The~~Operating ~~Company~~expenses ~~had~~were no$24,764 and ~~revenue~~$21,336 for the six months ended June 30, 2014 and 2013, respectively. For the months ended June 30, 2014, operating expenses ~~month~~consisted ~~periods~~of $18,259 of legal and auditing professional services and $6,505 of general and administrative expenses. For the six months ended June 30, 2013, operating expenses consisted of $5,800 of legal and ~~2012~~auditing professional services and $15,536 of general and administrative expenses which included $11,000 of consulting expenses and $4,536 of filing expenses related to Company becoming current with its regulatory filings.

~~Operating~~The ~~expenses~~Company ~~were~~incurred ~~$928,120 and $5,000~~interest ~~for~~expense ~~the six month periods ended June 30, 2013 and 2012, respectively. Operating expenses for the six month period ended June 30, 2013 consisted~~ of $162,~~800~~118 ~~of legal, auditing~~ and ~~accounting professional services,~~ $~~907~~2,~~500~~000 ~~as an impairment charge relating to our web sites and $3,820 of general and administration expenses. Operating expenses~~ for the six ~~month~~months ~~period~~ ended June 30, ~~2012 consisted~~2014 ofand $52013,~~000~~ ~~of legal, auditing and accounting professional services~~respectively.

The Company ~~incurred~~had ~~interest~~net ~~expense of~~losses of $226,~~000~~882 inand ~~each~~$23,336 offor the six ~~month~~months ~~periods~~ ended June 30, ~~2012~~2014 and ~~2011~~2013, respectively.

~~The~~Based ~~Company~~on ~~had~~15,445,484 ~~net~~weighted ~~losses~~average ~~of $930,120~~shares ~~and~~outstanding ~~$7,000~~ for the six ~~month~~months ~~periods~~ ended June 30, ~~2013~~2014, ~~and~~the ~~2012,~~loss ~~respectively~~per share was $0.00.

Based on 15,445,484 weighted average shares outstanding for the six months ended June 30, 2013, the loss per share was $0.06.

Liquidity and Capital Reserves:

For the six month period ended June 30, 2013, we had no income and our operating expenses of $928,120 consisted primarily of an impairment charge related to our web sites of $907,500.

As of June 30, 2013, the Company had no cash and a working capital deficit of $61,594.

ItLiquidity ~~is the Company’s intention to seek additional capital through an offering, which we plan to use to use for working capital~~ and toCapital 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.Reserves:

~~The~~For ~~Company’s~~the ~~executive~~six ~~offices~~months ~~are~~ended ~~based~~June 30, 2014, we inhad ~~Melbourne~~no ~~(Florida)~~income and ~~have~~our aoperating ~~full~~expenses ~~time~~of ~~staff~~$24,764 consisted primarily of ~~three~~$18,259 of legal and auditing professional services and $6,505 of general and administrative expenses.

As of June 30, 2014, the Company had no cash and a working capital deficit of $170,323.

The Company withdrew its offering to raise additional capital in the amount of $2,500,000 on September 25, 2013 and the Company’s intention is to seek additional capital through other means that we are currently investigating. The Company is currently paying for certain operating expenses with funds that are paid directly to service providers on behalf of the Company by the Company’s sole officer and director. During the six month period ended June 30, 2014, the Company executed two Promissory Notes with an unaffiliated individual for an aggregate amount of $5,030 loaned to the Company for working capital purposes in March and April of 2014 bearing interest at the rate of 10% with terms of one year and maturity dates in March and April 2015. The loaned funds are recorded on the Company’s books as part of Notes payable. 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.

The Company’s address for correspondence is 857 Sarno Road, Melbourne, Florida 32935.

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.

WeOur ~~conducted~~management carried out an evaluation ~~under~~, ~~the supervision and~~ with the participation of our ~~management,~~Principal ~~including~~Executive ~~Enzo~~Officer ~~Taddei,~~and ~~our~~Principal ~~Chief~~Financial ~~Executive~~ Officer, ofrequired ~~the~~by Rule ~~effectiveness~~13a-15 of the ~~design~~Securities ~~and~~Exchange ~~operation~~Act of ~~our~~1934 ~~disclosure~~(the ~~controls~~“Exchange ~~and~~Act”) ~~procedures.~~of ~~The~~the ~~term~~effectiveness “of our disclosure controls and procedures,” as defined in ~~Rules~~Rule 13a-15(e) ~~and 15d-15(e)~~ under the ~~Securities and~~ Exchange Act. ofBased ~~1934~~on their evaluation, asour ~~amended~~Principal ~~(“Exchange~~Executive ~~Act”),~~Officer ~~means~~and Principal Financial Officer concluded that our disclosure controls and ~~other~~ procedures were ineffective as of athe ~~company~~end ~~that~~of ~~are~~the ~~designed~~period covered by this report to ensure that information required to be disclosed by ~~the~~us ~~company~~ in the reports itthat ~~files~~we file or ~~submits~~submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified inunder ~~the~~SEC ~~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~~our ~~company’s~~ management, including ~~its~~our ~~principal executive~~Principal ~~and~~Executive ~~principal~~Officer ~~financial~~and ~~officers,~~Principal orFinancial ~~persons performing similar functions~~Officer, as appropriate, to allow timely decisions regarding required disclosure. ~~Based~~These ~~on this evaluation, our Chief Executive Officer and principal financial officer concluded as of June 30, 2013, that our disclosure~~ controls ~~and procedures have been improved and~~ were ~~effective~~ineffective atdue ~~the~~to ~~reasonable~~material ~~assurance~~weaknesses ~~level~~ in our internal ~~controls~~control over financial reporting discussed ~~immediately~~ below.

~~Management’s~~Our management, our Chief ~~Report~~Executive onOfficer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control ~~Control~~over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over ~~Financial~~financial reporting ~~Reporting~~includes policies and procedures that:

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15~~(f1) ~~and~~pertain ~~15d-15(f) under~~to the ~~Exchange~~maintenance ~~Act.~~of ~~Our~~records ~~internal~~that ~~control~~in ~~over~~reasonable ~~financial~~detail ~~reporting~~accurately isand ~~designed~~fairly toreflect ~~provide reasonable assurance regarding~~ the ~~reliability~~ oftransactions ~~financial reporting~~ and ~~the~~dispositions ~~preparation~~ of ~~financial~~our ~~statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:~~assets;

	(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.

(2)

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

~~Because~~(3) ofprovide ~~its~~reasonable ~~inherent limitations,~~assurance ~~internal~~regarding ~~control~~prevention ~~over financial reporting may not prevent~~ or ~~detect~~timely ~~misstatements.~~detection ~~Also, projections~~ of ~~any~~unauthorized ~~evaluation of~~acquisitions, ~~effectiveness~~use toor ~~future~~disposition ~~periods are subject to the risk that controls may become inadequate because~~ of ~~changes~~our inassets ~~conditions, or~~ that ~~the~~could ~~degree~~have ofa ~~compliance~~material ~~with~~effect ~~the~~on ~~policies~~our orfinancial ~~procedures may deteriorate~~statements.

~~Management~~Internal ~~assessed~~control over ~~the~~financial ~~effectiveness~~reporting ofcannot ~~our~~provide ~~internal~~absolute ~~control~~assurance ~~over~~of achieving financial reporting asobjectives because of ~~June~~its ~~30,~~inherent ~~2013~~limitations. Internal ~~and found our internal~~ control over financial reporting tois bea ~~effective.~~process Inthat ~~making~~involves ~~this~~human ~~assessment,~~diligence ~~management~~and ~~used~~compliance ~~the~~and ~~framework~~is ~~set~~subject ~~forth~~to lapses in judgment ~~the~~and ~~report~~breakdowns ~~entitled~~resulting ~~Internal~~from ~~Control—Integrated Framework~~human ~~issued~~failures. byInternal ~~the~~control ~~Committee~~over offinancial ~~Sponsoring~~reporting ~~Organizations~~also ofcan ~~the~~be ~~Treadway~~circumvented ~~Commission,~~by collusion or ~~COSO.~~improper ~~The~~management ~~COSO~~override. ~~framework~~Because ~~summarizes each~~ of ~~the~~such ~~components of a company’s internal control system~~limitations, ~~including~~there ~~(i)~~is ~~the~~a ~~control environment, (ii)~~ risk ~~assessment, (iii)~~that ~~control~~material ~~activities,~~misstatements ~~(iv)~~may ~~information and communication, and (v) monitoring. This quarterly report does~~ not ~~include~~be ~~an attestation~~prevented ~~report~~or ofdetected ~~our~~on ~~registered~~a ~~public~~timely ~~accounting~~basis ~~firm~~by ~~regarding~~ internal control over financial reporting. ~~Management’s~~However, ~~report~~these ~~was~~inherent ~~not subject~~limitations toare ~~attestation~~known byfeatures of ~~our~~the ~~registered~~financial ~~public~~reporting ~~accounting~~process. ~~firm~~Therefore, ~~pursuant~~it tois ~~temporary~~possible ~~rules~~to ofdesign ~~the~~safeguards ~~Securities and Exchange Commission that permits us~~ to ~~provide~~reduce, ~~only~~though ~~management’s~~not ~~report~~eliminate, in this ~~annual report~~risk.

~~Identified~~Our ~~Material~~management used the ~~Weaknesses~~framework ~~and~~set ~~Significant~~forth ~~Deficiencies~~in the report entitled, “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, our management concluded that our internal control over financial reporting was not effective at June 30, 2014 due to the existence of material weaknesses in our internal controls.

A material weakness is is a control deficiency, or a combination of control deficiencies, that results in a more than a remote likelihood that a material misstatement of ~~the~~our annual or interim financial statements will not be prevented or detected. ~~Management~~on ~~identified~~a notimely ~~such material weakness or deficiency during its assessment of our internal control over financial reporting as of June 30, 2013~~basis.

As of June 30, 2014, our management had identified the following material weaknesses which still exist through the date of this report:

As of June 30, 2014 and as of the date of this report, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Also, because of the size of the Company’s administrative staff, controls related to the segregation of certain duties have not been developed and the Company has not been able to adhere to them. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. Additionally, we have identified a material weakness relating to our lack of expertise in accounting for equity based transactions.

We are actively seeking to remediate these material weaknesses in the following manner:

(1)

We are currently seeking additional, independent directors to join our board of directors. The addition of such board members would provide us with independent directors who would be monitoring the actions of our top management. Our efforts to do so have been hindered substantially by the fact that we do not have a directors and officers insurance policy in place. Because such policies are very expensive, we believe it is in our best interest to forego the purchase of such a policy and instead focus the use of our financial resources on our development and growth.

Notwithstanding the existence of these material weaknesses in internal controls, we believe that our consolidated financial statements fairly present, in all material respects, our consolidated balance sheet at June 30, 2014 and our consolidated statements of operations, stockholders’ deficit and cash flows for the six months ended June 30, 2014 in conformity with GAAP.

(b)

Changes in Internal Control over Financial Reporting

During the ~~quarter~~six months ended June 30, ~~2013~~2014, 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.
		Not applicable.
Item 3.		Defaults upon Senior Securities.
		None.
Item 4.		Mine Safety Disclosures.
		Not applicable.
Item 5.		Other Information.
		None.
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.

~~SIGNATURES~~PART II – OTHER INFORMATION

~~Pursuant~~Item to1. ~~the~~Legal ~~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~~Proceedings.

	NETWORKING PARTNERS, INC.
Date: August 15, 2013	/s/ Enzo Taddei
	Enzo Taddei
	Chief Executive Officer
	(Principal Executive Officer)
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

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

7Item 1A. Risk Factors.

Not applicable.

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

Not applicable.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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		Description

31.1* 31.2*		Certification under Section 302 of Sarbanes-Oxley Act of 2002 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.

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: August 27, 2014	/s/ Enzo Taddei
	Enzo Taddei
	Chief Executive Officer
	(Principal Executive Officer)
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

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