UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F/A
(Amendment No. 1)
   ̈REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended November 30, 2007.
   ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
   ̈SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report........................................................For the transition period from ___to ___
 Commission File Number [000-49944]
 OSI Geospatial Inc.
 British Columbia, Canada
 300-340 March Road
Ottawa, Ontario, Canada K2K 2E4
 John Sentjens, Chief Financial Officer
300-340 March Road
Ottawa, Ontario, Canada K2K 2E4
Telephone: 613-287-8004, Facsimile: 613-287-0466
Email: john.sentjens@osigeospatial.com
 None
  Common Stock, no par value




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None





    
    46,956,439 shares of Common Stock, no par value,
    
    30,262 shares of Class A Preference Shares Series A Convertible, no par value
    
    178,530 shares of Class B Series 2 Preference Shares, par value of CAD$50.00




Yes  ̈ No ý




Yes  ̈ No ý






ý Yes  ̈ No




Large accelerated filer  ̈ Accelerated filer  ̈ Non-accelerated filer ý




ý Item 17  ̈ Item 18




U.S. GAAP  ̈
International Financial Reporting Standards as issued by the International
Accounting Standards Board  ̈
Other ý




ý Item 17  ̈ Item 18




Yes  ̈ No ý







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OSI Geospatial Inc.
 Explanatory Note




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Item 19. Exhibits
 Exhibit Number
    
    Description1.1(4)
    
    Articles pursuant to The Business Corporations Act of British Columbia.2.1(6)
    
    Shareholder Rights Plan Agreement dated April 19, 2001 and amended and
restated March 19, 2007.4.2(2)
    
    Contract No. W8472-OICJ 26/001/QC between Public Works and Government Services
Canada and Offshore Systems Ltd. dated November 29, 2001.4.4(3)
    
    Contract No. 265-004-002 between Nautronix Ltd. and Offshore Systems Ltd. dated
March 18, 2004.4.6(4)
    
    Agreement, dated April 26, 2004, between the Company and Technology
Partnerships Canada.4.7(4)
    
    Contract between C.E. Unterberg, Towbin, LLC and Offshore Systems International
Ltd. dated March 8, 2005.4.9(4)
    
    Form of Subscription Agreement.4.10(4)
    
    Letter of Intent to Acquire Mapcon Mapping Consultants Inc dated February 28, 2005.4.11(5)
    
    CHI Systems Inc. Purchase Agreement dated November 2, 2005.4.12
    
    Contract between Mr. Kenneth Kirkpatrick and OSI Geospatial Inc. dated November 7, 2005 and
all amendments.4.13
    
    Contract between Mr. John Sentjens and OSI Geospatial Inc. dated September 25, 2007 and all
amendments.4.14
    
    Contract between Mr. Wayne Hoyle and OSI Geospatial Inc. dated July 17, 2006 and all
amendments.4.15
    
    Contract between Mr. Marcos Riano and OSI Geospatial Inc. dated February 22, 2002 and all
amendments.4.16(7)
    
    Contract between Mr. Wayne Zachary and CHI Systems Inc. dated December 14, 2005.4.17
    
    Contract between Mr. James Liddy and CHI Systems Inc. dated March 6, 2007.4.18(1)
    
    1994 Stock option plan4.19(1)
    
    1996 Stock option plan4.20(1)
    
    1998 Stock option plan




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8.1(7)
    
    List of Subsidiaries and Jurisdictions.11.1(6)
    
    Code of Ethics.12.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.13.1
    
    Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to the Companys registration statement on Form 20-F as
filed with the SEC on July 24, 2002.(2)
    
    Incorporated by reference to the Companys annual report on Form 20-F for the fiscal
year ended November 30, 2001.(3)
    
    Incorporated by reference to the Companys annual report on Form 20-F for the fiscal
year ended November 30, 2003.(4)
    
    Incorporated by reference to the Companys annual report on Form 20-F for the fiscal
year ended November 30, 2004.(5)
    
    Incorporated by reference to the Companys annual report on Form 20-F for the fiscal
year ended November 30, 2005.(6)
    
    Incorporated by reference to the Companys annual report on Form 20-F for the fiscal
year ended November 30, 2006.(7)
    
    Incorporated by reference to the Companys annual report on Form 20-F for the fiscal
year ended November 30, 2007.




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SIGNATURES
  OSI GEOSPATIAL INC.Dated: July 10, 2008
    By:

/s/
Ken KirkpatrickKenneth H. KirkpatrickPresident & CEO