UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-KSB/A
 Amendment
No. 1
  (Mark
      One)x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended February 29, 2008o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the Transition Period from_____________to_____________Commission
      File No. 333-108632
 
 NARROWSTEP
      INC.
                (Name
      of small business issuer in its charter)Delaware
              
              33-1010941(State
      or other jurisdiction of
              
              (I.R.S. Employerincorporation
      or organization)
              
              Identification
      No.)116
      Village Boulevard, Suite 200
                Princeton,
      New Jersey 08540
                (Address
      of principal executive offices)(609)
      951-2221
                (Issuer’s
      telephone number)
  Securities
registered under Section 12(b) of the Exchange Act: None
  Securities
registered under Section 12(g) of the Exchange Act: None
   Check
whether the issuer is not required to file reports pursuant to Section 13
of 15(d) of the Exchange Act.   o
  Check
whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the issuer was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
   Yes x   No
o
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to this Form 10-KSB.   x
  Indicate
by check mark whether the issuer is a shell company (as defined under Rule 12b-2
of the Exchange Act).
  Yes o   No
x
  Issuer’s
revenues for the year ended February 29, 2008: $5,845,733
  The
aggregate market value of the Common Stock of the issuer held by non-affiliates
of the issuer on June 9, 2008, based on the average of the closing bid and asked
price of the issuer’s Common Stock on such date as reported on the OTC Bulletin
Board, was $0.06
  At
February 29, 2008, 137,561,227 shares of the issuer’s Common Stock, par value
$0.000001 per share, were outstanding.
  Transitional
Small Business Disclosure Format:   Yes o   No
x
   1
 Explanatory
Note
 
 
 Narrowstep
Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on June 16, 2008 solely to furnish
the signature line on the “Report of Independent Registered Public Accounting
Firm” that was inadvertently omitted in the initial filing. There are no other
changes and the text of the Annual Report remains unchanged.
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To the
board of directors and Stockholders of Narrowstep Inc.
  We have
audited the accompanying consolidated balance sheet of Narrowstep Inc. and
Subsidiaries (collectively, the “Company”) as of February 29, 2008, and the
related consolidated statements of operations and comprehensive loss, changes in
stockholders’ equity, and cash flows for each of the years in the two year
period ended February 29, 2008. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of February 29, 2008, and the results of its consolidated operations and its
consolidated cash flows for each of the years in the two year period ended
February 29, 2008, in conformity with accounting principles generally accepted
in the United States.
  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has reported significant losses
from operations, had an accumulated deficit, utilized a significant amount of
cash from operations, and requires additional financing to fund future
operations. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans regarding those matters also
are described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
  /s/
Rothstein, Kass & Company, P.C.
  Roseland,
New Jersey
 June 12,
2008
  
 SIGNATURES
   Pursuant
to the requirement 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.
  NARROWSTEP
      INC./s/
      David C. McCourtDavid
      C. McCourtInterim
      Chief Executive Officer
  In
accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated,
on June 13, 2008.
  Signature
              
              Title
              
              DateChairman
      of the Board of Directors,/s/
      David C. McCourt
              
              Interim
      Chief Executive Officer
              
              June
      16, 2008David
      C. McCourt/s/
      Lisa VanPatten
              
              Chief
      Financial Officer
              
              June
      16, 2008Lisa
      VanPatten/s/
      Jon Harrington
              
              Director
              
              June
      16, 2008Jon
      Harrington/s/
      Roger L. Werner, Jr.
              
              Director
              
              June
      16, 2008Roger
      L. Werner, Jr./s/
      John Whyte
              
              Director
              
              June
      16, 2008John
      Whyte