<PAGE>

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

                                  FORM 10-KSB/A
(MARK ONE)
|X|     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
        OF 1934

                   FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2007

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

       FOR 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. EMPLOYER
     INCORPORATION 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. [ ]

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 [ ]

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 [ ] No |X|

Issuer's revenues for the year ended February 28, 2007:    $6,008,835

The aggregate market value of the Common Stock of the issuer held by
non-affiliates of the issuer on May 15, 2007, 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 $0.60

At May 15, 2007, 45,348,974 shares of the issuer's Common Stock, par value
$0.000001 per share, were outstanding.

Transitional Small Business Disclosure Format:    Yes  [ ]    No  |X|

================================================================================

<PAGE>


                                 NARROWSTEP INC.
                                  FORM 10-KSB/A
                   FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2007

                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----
EXPLANATORY NOTE                                                             3

PART III

Item 9.        Directors, Executives Officers, Promoter and Control
               Persons and Corporate Governance;                             3
               Compliance with Section 16(a) of the Exchange Act
Item 10.       Executive Compensation                                        6
Item 12.       Certain Relationships and Related Transactions and
               Director Independence                                        10
SIGNATURES                                                                  12
EX 10.1        Amended and Restated 2004 Stock Plan
EX 31.1        Certification Under Section 302 of the Sarbanes-Oxley
               Act of 2002 for Chief Executive Officer
EX 31.2        Certification Under Section 302 of the Sarbanes-Oxley
               Act of 2002 for Chief Financial Officer
EX 32.1        Certification Under Section 906 of the Sarbanes-Oxley
               Act of 2002 for Chief Executive Officer
EX 32.2        Certification Under Section 906 of the Sarbanes-Oxley
               Act of 2002 for Chief Financial Officer





                                       2
<PAGE>



                                EXPLANATORY NOTE

This Amendment No. 1 on Form-10KSB (the "Amended Report") amends the original
Annual Report on Form 10-KSB of Narrowstep Inc. for the fiscal year ended
February 28, 2007, filed with the Securities and Exchange Commission (the "SEC")
on May 30, 2007 (the "Original Report"), to add certain information required by
the following items of Form 10-KSB:

         Item 9.  Directors, Executive Officers, Promoters, Control Persons and
                  Corporate Governance; Compliance with Section 16(a) of the
                  Exchange Act.
         Item 10  Executive Compensation.
         Item 12. Certain Relationships and Related Transactions, and Director
                  Independence.

We hereby amend Items 9, 10 and 12 of Part III of our Original Report by
deleting the text of such Items 9, 10 and 12 in their entirety and replacing
them with the information provided below under the respective headings. The
Amended Report does not affect any other items in our Original Report. As a
result of this amendment, we are also filing the certifications pursuant to
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to
this Amended Report.

Except as otherwise expressly stated for the items amended in this Amended
Report, this Amended Report continues to speak as of the date of the Original
Report and we have not updated the disclosure contained herein to reflect events
that have occurred since the filing of the Original Report. Accordingly, this
Amended Report should be read in conjunction with our Original Report and our
other filings made with the SEC subsequent to the filing of the Original Report.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table and subsequent discussion sets forth information about our
directors and executive officers as of February 28, 2007.


NAME                 AGE              POSITIONS
---------------      ---     -------------------------------
David McCourt         50     Chairman of the Board, Interim Chief Executive
                             Officer and Officer and Director Officer
                             and Director
Iolo Jones            42     Chief Strategy Officer and Director
Lisa VanPatten        43     Chief Financial Officer
Louis Holder          36     Chief Technology Officer
Jason Jack            42     Chief System Architect
Carolyn Wall          64     President, North America
Rajan Chopra          55     Director
Dennis Edmonds        50     Director
Roger Werner          57     Director
John Whyte            66     Director


DAVID MCCOURT, Chairman of the Board, Interim Chief Executive Officer and a
director, has been a director of Narrowstep since June 2006. Mr. McCourt became
the Chairman of the Board and Chief Executive Officer in December 2006. Mr.
McCourt is the Founder and Chief Executive Officer of Granahan McCourt Capital,
LLC, a private investment firm focused in the telecommunications and media
industries, a position he has held since January 2005. Mr. McCourt has over 25
years of experience in the telecommunications and media industries, founding or
acquiring over ten companies in four countries in North America and Europe. Mr.


                                       3
<PAGE>


McCourt served as the Chairman and Chief Executive Officer of RCN Corporation (a
cable television operator) from October 1997 until December 2004. In 2005, Mr.
McCourt received an Emmy Award for his role as Executive Producer of the
award-winning children's show "Reading Rainbow". Mr. McCourt serves on the
National Advisory Board of JPMorgan Chase Bank, the North American Advisory
Board of the Michael Smurfit Graduate School of Business at University College
in Dublin, Ireland, the Board of Overseers of the Robert Wood Johnson Medicine
and Dentistry of New Jersey.

IOLO JONES, Chief Strategy Officer and a director, joined Narrowstep in May
2002. Mr. Jones was Chief Executive Officer and President of Narrowstep until
his resignation from those positions on March 28, 2006. Mr. Jones holds degrees
in Radio, Film & Television and Educational Broadcasting from the Unviersity of
Kent at Canterbury.

LISA VANPATTEN, Chief Financial Officer, joined Narrowstep in December 2006.
From 2004 until joining Narrowstep, Ms. VanPatten served as Controller and VP of
Finance at NYSE-listed Vonage where she managed the Company's financial,
accounting and treasury function during its recent period of explosive growth.
Ms. VanPatten was also responsible for the consolidation of eight international
companies and was a key member of the Sarbanes-Oxley compliance team where she
helped identify and document all internal control and procedure gaps. From 2003
through 2004, Ms. VanPatten served as VP of Finance for Princeton Lightwave Inc,
a start-up where she assisted in the development of the new business plan,
including the implementation of a new accounting system. From 2000 through 2003,
Ms. VanPatten served as the Director of Financial Planning and Analysis at
Nasdaq-listed RCN Inc, one of the first bundled telecommunications services
providers. While at RCN, Ms. VanPatten was instrumental in implementing the
processes, financial systems, and reporting mechanisms necessary to scale a
rapidly growing company. Mrs. VanPatten holds a Bachelor of Science in
Management, graduating Cum Laude, from Rider University; she is also an
accredited CPA in the state of New Jersey.

LOUIS HOLDER, Chief Technology Officer, joined Narrowstep in April 2007 and is
responsible for our technical operations, including our network and internal IT.
From April 2005 through April 2007, Mr. Holder was President of Novega Venture
Partners, a wholly-owned subsidiary of Vonage Holdings Corp, where he was
focused on the development of new business and product offerings. Mr. Holder is
one of the original co-founders of Vonage, where, from January 2001 through
April 2005, he led the company's technology infrastructure, products and support
services, including systems development and web application development. Mr.
Holder holds a bachelor's degree in electrical engineering with a minor in
computer science from Polytechnic University, New York.

JASON JACK, Chief System Architect, joined Narrowstep in May 2002 and is
responsible for our technical operations, including our network, internal IT,
and software development and operations. Mr. Jack designs and develops the
majority of the software for our core products, working with other developers in
the United Kingdom.

CAROLYN WALL, President, North America, joined Narrowstep in November 2005 and
is responsible for sales, marketing and operations in North America. From 2001
until joining Narrowstep, Ms. Wall was an independent sales and marketing
consultant, including a period from 2003 until 2005 when she was a founding
partner of Branded Radio Networks, an entrepreneurial venture to build a music
and messaging service for retail stores.

RAJAN CHOPRA has been a director of Narrowstep since October 2006. Mr. Chopra
has been a Managing Director for fixed income derivatives at Cantor Fitzgerald &
Co since January 2006. From February 2003 to December, 2005, Mr. Chopra held a
similar position as Managing Director at Fimat, USA. From July 1998 until
December 2002, Mr. Chopra was engaged in the start-up of several business
ventures around risk management, derivatives and telecom products. Mr. Chopra
has an MBA degree from Stockholm University, Sweden, and a Bachelor's Degree in
commerce and economics from Delhi University, India.

DENNIS EDMONDS has been a director of Narrowstep since March 1, 2004. Mr.
Edmonds originally qualified as a lawyer in South Africa, where he established
the Johannesburg law firm of Edmonds Dykes & Co. and worked as a senior partner
from June, 1987 to March, 1990. In April, 1990, he moved to the


                                       4
<PAGE>


United Kingdom where he worked for the law firm of Alsop Wilkinson from June,
1993 to January, 1996 and thereafter at the law firm of Donne, Mileham & Haddock
until September, 2000. During his career as a corporate lawyer Mr. Edmonds has
advised a range of banks, venture capitalists, corporations and governments on a
spectrum of commercial issues. In addition, from February 14, 2001 to March 29,
2004, Mr. Edmonds served as a full time director of IcePartners.net, a private
equity investment company, where his role was in negotiating and structuring
corporate transactions and running investment companies.

ROGER WERNER has been a director of Narrowstep since March 28, 2006. Mr. Werner
is a graduate of Trinity College in Hartford, CT, and holds a Masters in
Business Administration from the University of Virginia. Mr. Werner is Chairman
of WATV Productions, LLC, a television production and marketing company.

JOHN WHYTE has been a director of Narrowstep since June 27, 2006. Mr. Whyte has
been the Managing Director of Whyte WorldWide Professional Corporate Executives
and related entities (Whyte WorldWide PCE) (a management consulting firm), since
July 1986. Mr. Whyte has been a director of Commonwealth Telephone Enterprises,
Incorporated since January, 1997.

CORPORATE GOVERNANCE AND BOARD COMPOSITION

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation
system, which does not have director independence requirements. Under NASDAQ
Rule 4200(a)(15), our board of directors is comprised of at least 50%
independent directors. Our board of directors believes that it is useful and
appropriate to have our Chief Executive Officer also serve as the chairman of
our board of directors.

BOARD OF DIRECTORS AND BOARD COMMITTEES

The number of directors constituting the Board of Directors is currently fixed
at nine. Narrowstep's amended and restated certificate of incorporation divides
the Board of Directors into three classes. The members of each class of
directors serve for staggered three-year terms. The Board of Directors is
composed of (i) one Class I director (Mr. Whyte), whose term expires upon the
election and qualification of directors at the annual meeting of stockholders to
be held in 2009, (ii) two Class II directors (Messrs. Edmonds and Werner), whose
terms expire upon the election and qualification of directors at the annual
meeting of stockholders to be held in 2009, and (iii) three Class III directors
(Messrs. Jones, Chopra and McCourt), whose terms expire upon the election and
qualification of directors at the annual meeting of stockholders to be held in
2007.

Our executive officers are elected by and serve at the discretion of the Board
of Directors. We have a standing audit committee of the Board of Directors. The
members of the audit committee are Messrs. Whyte, Chopra and Edmonds. Mr. Whyte
qualifies as an "audit committee financial expert" within the meaning of the SEC
regulations. The audit committee oversees the retention, performance and
compensation of our independent auditors, and oversees and establishes
procedures concerning systems of internal accounting and control.

We have a standing compensation committee of the Board of Directors. The members
of the compensation committee consist of Messrs. Whyte, Werner and Chopra. The
compensation committee's duties are to review and evaluate the salaries and
incentive compensation of our management and employees and administer our 2004
Stock Plan.

CODE OF ETHICS

We have adopted a code of ethics that is applicable to our officers, directors
and employees, including our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.

INDEMNITY AGREEMENTS


                                       5
<PAGE>


Narrowstep has entered into an indemnity agreement with each of its directors
and certain of its executive officers containing provisions that may require
Narrowstep, among other things, to indemnify to the fullest extent permitted by
law its executive officers and directors against liabilities that may arise by
reason of their status or service as executive officers or directors and to
advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth, for the fiscal year ended February 28, 2007, a
summary of the compensation earned by each person who served as our principal
executive officer during the fiscal year, the two additional most highly
compensated executives who were serving as such at the end of the fiscal year
and two additional executives who would have been the most highly compensated
executives had they been serving as executive officers as of the end of the
fiscal year. In this document, we refer to these executive officers as the
"Named Officers".

<TABLE>
<CAPTION>

                                    SUMMARY COMPENSATION TABLE

                                                                               ALL
                                                                 OPTION       OTHER
  NAME AND PRINCIPAL       FISCAL     SALARY(1)     BONUS(1)    AWARDS(2)   COMPENSATION    TOTAL
       POSITION             YEAR        ($)           ($)          ($)          ($)          ($)
--------------------       ------     ---------     --------   ---------   ------------    -----
<S>                         <C>       <C>           <C>          <C>            <C>       <C>
DAVID C. MCCOURT            2007         --           --         80,820         --         80,820
CHAIRMAN AND INTERIM
CHIEF EXECUTIVE
OFFICER(3)

STEPHEN BEAUMONT            2007      298,156         --        120,539         --        418,695
PRESIDENT AND CHIEF
EXECUTIVE OFFICER (4)       2006      143,988         --        255,283         --        399,271

IOLO JONES                  2007      187,248         --           --           --        187,248
FOUNDER AND CHIEF
STRATEGY                    2006      143,988         --        478,025         --        622,013
OFFICER

JASON JACK                  2007      180,336       10,000      132,182         --        322,518
CHIEF SYSTEM ARCHITECT
                            2006      103,847         --        205,422         --        309,269

CLIFFORD                    2007      187,248         --           --           --        187,248
WEBB
CHIEF OPERATING             2006      134,989         --        507,100         --        642,089
OFFICER (5)

STEVEN CROWTHER             2007      191,452         --         86,856         --        278,308
CHIEF FINANCIAL
OFFICER (5)                 2006      146,500         --        450,655         --        597,155
</TABLE>

                                       6
<PAGE>


(1) Amounts paid to Messrs. Beaumont, Jones and Webb were paid in British pounds
and are converted to dollars at a conversion rate of $0.5341 per pound for
fiscal year 2007 and $0.5556 per pound for fiscal year 2006.
(2) The value of option awards granted to the Named Officer has been estimated
pursuant to SFAS 123(R) using the Black-Scholes option pricing model with the
following weighted average assumptions: expected life: 2.0 years; volatility:
75%; risk free interest rate: 4.72% to 5.12%; and dividend yield: none. See Note
6 to Notes to the Consolidated Financial Statements. In certain instances,
option award values reflect, in part, the vesting of options granted in prior
periods.
(3) Mr. McCourt became Chairman and Interim Chief Executive Officer in December
2006.
(4) Mr. Beaumont ceased to be the Company's President and Chief Executive
Officer in December 2006.
(5) Mr. Webb ceased to be the Company's Chief Operating Officer in January 2007.
(6) Mr. Crowther ceased to be the Company's Chief Financial Officer in June
2006. We did not make any stock awards or pay any non-equity incentive plan
compensation or non-qualified deferred compensation earnings to any of the Named
Officers in respect of the periods covered by the Summary Compensation Table.

Other than as described in the Summary Compensation Table, the Company did not
pay any other compensation or provide any perquisites to any of the Named
Officers during the periods covered by the Summary Compensation Table persons.

2004 STOCK PLAN

The Narrowstep, Inc. 2004 Stock Plan (the "Plan") was adopted by vote of our
Board of Directors on December 15, 2003 and became effective on January 1, 2004.
The Plan was amended by vote of the Board of Directors in July, 2004, and the
Plan, as amended, was approved by stockholders in July, 2004. The Plan is
designed to attract, retain and reward our employees, directors and consultants
by allowing them to participate in Narrowstep's growth through the acquisition
of shares of our common stock or other performance awards. 27,000,000 shares are
reserved for issuance under the Plan. No more than 5,000,000 shares may be the
subject of awards to any participant during any calendar year. The term of the
Plan is 10 years, and options granted under the Plan can have a term of no more
than 10 years.

Under the Plan, participants may be awarded stock options, stock appreciation
rights, restricted stock, restricted stock units, performance units, performance
shares and other stock based awards. Options awarded under the Plan may be
either incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended or non-qualified options. The Plan is administered by our Board
of Directors or by a committee appointed by the Board. The Board (or such
committee) has authority to, among other things, determine when awards will be
granted, the award recipients, the size and type of each award, vesting and
forfeiture terms and all other terms and conditions of awards. The Board may
also amend, suspend or terminate the Plan at any time, but without stockholder
approval, no amendment may increase the number of shares available for issuance
under the Plan, materially change eligibility terms or extend the term of the
Plan.

None of the Named Officers exercised any stock options during the fiscal year
ended February 28, 2007. The Company has not made any stock awards to any of the
Named Officers.

The following table sets forth, for each of the Named Officers, information
regarding stock options outstanding at February 28, 2007 for each of the Named
Officers. Each of the stock option grants referred to in the table below were
granted pursuant to our 2004 Stock Plan. The vesting dates

                                       7
<PAGE>


applicable to each stock award are set forth in footnotes that follow the
columnar explanations below the table.

<TABLE>
<CAPTION>

                             OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                           NUMBER OF             NUMBER OF
                           SECURITIES            SECURITIES         OPTION
                           UNDERLYING            UNDERLYING        EXERCISE
                      UNEXERCISED OPTIONS   UNEXERCISED OPTIONS      PRICE
         NAME                 (#)                   (#)               ($)     OPTION EXPIRATION DATE
                          EXERCISABLE          UNEXERCISABLE
-----------------     -------------------   -------------------   ---------   ----------------------
<S>                         <C>                  <C>                 <C>             <C>
 David C. McCourt           300,000                  --              0.67             6/27/11
 Stephen Beaumont           200,000                  --              1.50            12/31/07
                            225,000                  --              1.50            12/31/07
                            250,000                  --              1.00            12/31/07
 Iolo Jones                 942,664                  --              1.20             2/28/15
 Jason Jack                 777,252                  --              0.20            12/31/08
                            333,334              333,334(1)          1.20             8/11/15
                            166,666              166,666(2)          1.20             8/11/05
Clifford Webb             1,000,000                  --              1.20            12/31/07
Steven Crowther             500,000                  --              1.20             6/30/07
                            500,000                  --              1.20             6/30/07
                             50,000                  --              0.90             6/30/07
</TABLE>

(1) Options covering 166,667 shares vest on July 1, 2007 and options covering
166,667 shares vest on July 1, 2008.
(2) Options covering 83,333 shares vest on July 1, 2007 and options covering
83,333 shares vest on July 1, 2008.

EMPLOYMENT AGREEMENTS

IOLO JONES. Iolo Jones, our former Chief Executive Officer and President and
current Founder and Chief Strategy Officer, is a party to an employment
agreement with Narrowstep Ltd., our wholly-owned subsidiary, dated March 28,
2006. His employment agreement generally continues until terminated by either
party upon one years' notice if received in the first year of the agreement and,
thereafter upon six months' notice or until he is 65 years old. Under his
employment agreement, Mr. Jones is entitled to receive a base salary of $183,000
per year, subject to yearly review on March 1 of every year beginning in 2007.

If Mr. Jones's employment is terminated by us without cause on less than six
months' notice, Mr. Jones is entitled to receive his salary for that part of the
period of notice which was not given. If Mr. Jones's employment is terminated
for cause as specified in the employment agreement, our obligation to pay any
further compensation ends. Mr. Jones's employment agreement prohibits him from
soliciting, in a manner that directly or indirectly competes with us, our
employees, customers, or suppliers with whom he had personal dealings in the
normal course of his employment for a period of six months after he stops
working for us. Under his employment agreement, Mr. Jones is also bound to keep
certain information confidential and to assign to us any intellectual property
developed by him during the term of his employment. Mr. Jones may be paid a
bonus from time to time, at the discretion of our Board of Directors.

Pursuant to the terms of his prior employment agreement, Mr. Jones was granted
options for 942,664 shares in March 2005 due to dilution in his stock ownership
interest occurring on or prior to December 31, 2004. On February 13, 2006, our
Board of Directors unanimously confirmed that it is in the best interests of
Narrowstep and its stockholders that no further options be issued to Mr. Jones

                                       8
<PAGE>


pursuant to the terms of the "antidilution provisions" of his prior employment
agreement which has now been terminated.

JASON JACK. Jason Jack, our Chief System Architect, is a party to an employment
agreement with Narrowstep Ltd., our wholly-owned subsidiary, dated October 1,
2002, as amended. His employment agreement generally continues until terminated
by either party upon three months' notice, by us upon one month's notice in the
event of Mr. Jack's disability as specified in the agreement, or until he is 60
years old. With Mr. Jack's consent, Narrowstep Inc. has assumed this employment
agreement and Jason Jack is currently an employee of Narrowstep Inc. Under the
terms of this arrangement, Narrowstep Inc., Narrowstep Ltd. and Mr. Jack have
agreed that Mr. Jack will be paid in US dollars and will receive a base salary
of $175,000 per year, commencing July 2006.

If Mr. Jack's employment is terminated by us without cause on less than three
months' notice, Mr. Jack is entitled to receive his salary for that part of the
period of notice which was not given. If Mr. Jack's employment is terminated for
cause as specified in the employment agreement, our obligation to pay any
further compensation ends. Mr. Jack's employment agreement prohibits him from
soliciting, in a manner that directly or indirectly competes with us, our
employees, customers, or suppliers with whom he had personal dealings in the
normal course of his employment for a period of twelve months after he stops
working for us.

Under his employment agreement, Mr. Jack is also bound to keep certain
information confidential and to assign to us any intellectual property developed
by him during the term of his employment.

DIRECTOR COMPENSATION

Directors are eligible to receive options to purchase shares of our common
stock. There is no set formula for these grants and they may vary from director
to director and from month to month. In addition, our non-employee directors are
entitled to monthly compensation equal to a grant of options for 2,000 shares
for each month of service, such options to be granted on a semi-annual basis and
to have an exercise price equal to the fair market value of the common stock on
the date of grant. Each director is also reimbursed for reasonable travel and
other out-of-pocket expenses incurred in attending meetings of the Board of
Directors.

The following table sets forth certain information regarding the compensation we
paid to our non-employee directors during the fiscal year ended February 28,
2007.

                    FEES
                   EARNED OR                             ALL
                    PAID IN                             OTHER
                     CASH       OPTION AWARDS         COMPENSATION      TOTAL
     NAME            ($)            ($)(1)                ($)            ($)
--------------    ---------     -------------        ------------      -------
Rajan Chopra          --          103,710(2)              --           103,710
Dennis Edmonds        --            1,952(3)              --             1,952
Shelly Palmer         --            1,952(4)              --             1,952
Peter Sidall          --            1,952(5)              --             1,952
Roger Werner          --          143,379(6)              --           143,379
Jack Whyte            --           80,280(7)              --            80,280


(1) The value of option awards granted to the non-employee directors has been
estimated pursuant to SFAS 123(R) using the Black-Scholes option pricing model
with the following weighted average assumptions: expected life: 2.0 years;
volatility: 75%; risk free interest rate: 4.72% to 5.12%; and dividend yield:
none. See Note 6 to Notes to the Consolidated Financial Statements.
(2) Mr. Chopra held options to acquire an aggregate of 300,000 shares of common
stock as of February 28, 2007, all of which were presently exercisable as of
that date.

                                       9
<PAGE>


(3) Mr. Edmonds held options to acquire an aggregate of 133,957 shares of common
stock as of February 28, 2007, all of which were presently exercisable as of
that date.

(4) Mr. Palmer held options to acquire an aggregate of 306,000 shares of common
stock as of February 28, 2007, all of which were presently exercisable as of
that date. Mr. Palmer resigned as a director effective February 14, 2007.

(5) Mr. Sidall held options to acquire an aggregate of 171,234 shares of common
stock as of February 28, 2007, all of which were presently exercisable as of
that date. Mr. Sidall resigned as a director effective October 20, 2006.

(6) Mr. Werner held options to acquire an aggregate of 330,000 shares of common
stock as of February 28, 2007, all of which were presently exercisable as of
that date.

(7) Mr. Whyte held options to acquire an aggregate of 300,000 shares of common
stock as of February 28, 2007, all of which were presently exercisable as of
that date.

Certain directors of the Company, or entities that they control, are parties to
consulting and other arrangements with the Company. For a description of these
arrangements, see Item 13. Certain Relationships and Related Transactions --
Transactions with companies in which certain persons hold an interest.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

OPTIONS GRANTED TO CURRENT DIRECTORS. The Company has granted to Roger Werner, a
member of the Board of Directors, options to purchase 300,000 shares at an
exercise price of $1.18 on March 28, 2006 which are exercisable until March 28,
2016. The Company has granted Rajan Chopra, a member of the Board of Directors,
options to purchase 300,000 shares at an exercise price of $0.80 on September
28, 2006 which are exercisable until September 28, 2016. The Company has granted
to both David McCourt and Jack Whyte, members of the board of directors, options
to purchase 300,000 shares at an exercise price of $0.67 per share on June 7,
2006 which is exercisable until June 27, 2011. All the option granted above
fully vested on the date granted.

On May 23, 2006, the Company granted options to purchase 6,000 shares to Dennis
Edmonds, a member of the Board of Directors, at an exercise price of $0.75 per
share. These options vested on the grant date and are exercisable until May 23,
2016.

On December 2, 2005, the Company entered into a consultancy agreement with Roger
L. Werner Jr. Pursuant to this agreement, on May 23, 2006, Mr. Werner was
granted options to purchase 30,000 shares at an exercise price of $0.75 per
share, for consultancy services for the year ended February 28, 2006.

OPTIONS GRANTED TO FORMER DIRECTORS. The Company has granted Shelly Palmer, a
former member of the Board of Directors, options to purchase 6,000 shares at an
exercise price of $0.75 per share. These options were granted and vested on May
23, 2006 and are no longer exercisable. The Company has granted Peter Sidall, a
former member of the Board of Directors, options to purchase 6,000 shares at an
exercise price of $0.75 per share. These options were granted and vested on May
23, 2006 and are exercisable until December 31, 2007 per his separation
agreement. The Company had granted options to Cliff Webb, a former officer and
Board member, options to purchase 1,000,000 shares at an exercise price of $1.20
per share. The options are fully vested and exercisable until December 31, 2007
per his separation agreement.

OPTIONS GRANTED TO CURRENT OFFICERS. On February 8, 2007, the Company granted
options to purchase 200,000 shares to Lisa VanPatten, CFO, at an exercise price
of $0.92 per share. These options vest annually for 3 years and expire on
February 8, 2017.

OPTIONS GRANTED TO FORMER OFFICERS. The Company has granted options to purchase
1,000,000 shares to Steven Crowther, our former Senior Vice President and Chief
Financial Officer, at an exercise price of $1.20 per share. 500,000 of these
options were granted and vested on March 1, 2005 and are exercisable until
February 28, 2015. 500,000 of these options were granted on August 11, 2005,
100,000 of which vested immediately and the remaining 400,000 vested on July 1,
2006. When vested, these options are exercisable until August 11, 2015. On
January 17, 2006, the Company granted Steven Crowther additional options to
purchase 100,000 shares, at an exercise price of $0.90 per share. 50,000 of
these options vested immediately on January 17, 2006. In connection with the
Separation and General Release Agreement between us and Mr. Crowther, the period
during which Mr. Crowther may exercise his vested options was extended from
September 29, 2006 until June 29, 2007.

The Company has granted options to purchase a total of 900,000 shares to Stephen
Beaumont, our former President and Chief Executive Officer. 200,000 of these
options were granted on November 15, 2005 at an exercise price of $1.50, 100,000
vested immediately and the remainder vested on February 1, 2006. The remaining
options were granted on February 28, 2006, 250,000 at an exercise price of $1.00
per share, which vested immediately, and 450,000 at an exercise price of $1.50
per share, 225,000 of which vested on June 30, 2006 and 225,000 of which vested
on December 31, 2006. In connection with the Separation and


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<PAGE>


General Release Agreement between us and Mr. Beaumont, the period during which
Mr. Beaumont may exercise his vested options was extended until December 31,
2007.

TRANSACTIONS WITH COMPANIES IN WHICH CERTAIN PERSONS HOLD AN INTEREST. Shelly
Palmer, a former director of the Company, is the owner of a consulting company,
SLP Productions Inc. Pursuant to an unwritten agreement between the parties, SLP
Productions billed the Company $38,000 and $36,000 for fiscal year ending
February 28, 2007 and February 28, 2006, respectively for consulting services.
As of February 28, 2007 there was a balance of $19,000 in accounts payable.

On December 2, 2005, the Company entered into a consultancy agreement with Roger
L. Werner Jr. Pursuant to this agreement, on May 23, 2006, Mr. Werner was
granted options to purchase 30,000 shares at an exercise price of $0.75 per
share, for consultancy services for the year ended February 28, 2006. Mr. Werner
became a shareholder of the Company on February 22, 2006 and a director of the
Company on March 28, 2006.

On May 30, 2006, the Company entered into an advisory agreement with Granahan
McCourt Advisors, LLC. David C McCourt is the beneficial owner of Granahan
McCourt Advisors, LLC and Granahan McCourt Capital, LLC, a shareholder in the
Company and the Company's CEO and COO. Pursuant to this agreement, Granahan
McCourt Advisors, LLC was issued 100,000 shares of common stock on May 30, 2006
and received warrants to purchase 6,000 shares, with an exercise price equal to
$0.95 per share. Mr. McCourt became a director of the Company on June 27, 2006
and was named as Chairman of the Board and Interim Chief Executive Officer in
December 2006. The Company paid Granahan McCourt Advisors, LLC $80,000 for
consulting services and $9,000 to cover out of pocket expenses for fiscal year
ending February 28, 2007. Mr. McCourt voluntarily terminated the advisory
agreement once he became interim CEO and forfeited the remaining balance in the
contract.

INDEPENDENT DIRECTORS

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation
system, which does not have director independence requirements. Under NASDAQ
Rule 4200(a)(15), we have four directors, namely Dennis Edmonds, Roger Werner,
John Whyte and Rajan Chopra, who qualify as an independent director. In
addition, our board of directors has made a subjective determination as to each
independent director that no relationships exist which, in the opinion of our
board of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. In making these determinations,
our directors reviewed and discussed information provided by the directors and
by our management with regard to each director's business and personal
activities as they may relate to us and our management. Our board of directors
has established an audit committee and a compensation committee, both of which
are made up exclusively of independent directors.



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<PAGE>



                                   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. McCourt
                                     --------------------------------
                                     David C. McCourt
                                     Chief Executive Officer and Chief
                                     Operating 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 20, 2007.



   SIGNATURE                         TITLE                           DATE

/s/ David C. McCourt     Chairman of the Board of Directors,     June 20, 2007
--------------------     Chief Executive Officer and Chief
David C. McCourt         Operating Officer

/s/ Lisa VanPatten       Chief Financial Officer                 June 20, 2007
--------------------
Lisa VanPatten

/s/ Iolo Jones           Chief Strategy Officer and Director     June 20, 2007
--------------------
Iolo Jones

/s/ Dennis Edmonds       Director                                June 20, 2007
--------------------
Dennis Edmonds

/s/ Roger Werner         Director                                June 20, 2007
--------------------
Roger Werner

/s/ John Whyte           Director                                June 20, 2007
--------------------
John Whyte

/s/ Rajan Chopra         Director                                June 20, 2007
--------------------
Rajan Chopra




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