UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

For the quarter ended September 30, 2012

OR

For the transition period from ______ to ______

Commission file number: 000-53668

NET TALK.COM, INC.

(Exact name of Registrant as specified in its charter)

Registrant's telephone number, including area code: (305) 621-1200

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 []

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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, 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. (Check one):

Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [√]

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

The Registrant had 59,981,355 shares of Common Stock, par value $0.001 per share, outstanding as of November 14, 2012.

Explanatory note

The purpose of this Amendment 1 on Form 10 Q/A to Nettlak.com, Inc.’s quarterly report on Form 10 Q for the period ended September 30, 2012, filed with the Securities and Exchange Commission on November 14, 2012, is solely to reflect correction to our total weighted average shares : weighted average of basic and diluted shares reported as 59,981,355 and corrected to 47,686,425, also reflect revised earnings per share basic and diluted, originally reported at $(0.03) and $(0.21) and corrected to $(.04) and $(0.26) for three months and nine months ended September 30, 2012.

No other changes were made to the original Form 10 Q. This Amendment No. 1 relates to original filing date of the Form 10 Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10 Q, except as herein reported.

SIGNATURES

Pursuant to the requirements 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.