UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q

(Mark One)



| | þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarter ended June 30, 2012



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from ______ to
______



Commission file number: 000-53668



NET TALK.COM,
INC.

(Exact name of Registrant as specified
in its charter)



|Florida                                                        |  | 20-4830633                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)
|                                                               |  |                                     
|1080 NW 163rd Drive, Miami Gardens, FL                         |  | 33169                               
|(Address of principal executive offices)                       |  | (Zip code)                          



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 þ 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 þ



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

The Registrant had 58,481,355 shares of Common Stock, par value
$0.001 per share, outstanding as of August 14, 2012.











Net Talk.com, Inc



INDEX



|           |                                                                                                       | Page No.
|---------- | ----------------------------------------------------------------------------------------------------- | --------
|           |                                                                                                       |         
|Part I     | Financial Information                                                                                 |         
|           |                                                                                                       |         
|Item 1     | Financial Statements                                                                                  |         
|           |                                                                                                       |         
|           | Balance Sheets at June 30, 2012 (Unaudited) and December 31, 2011                                     | 3       
|           |                                                                                                       |         
|           | Statements of Operations for the Three Months and Six Months Ended June 30, 2012 and 2011 (Unaudited) | 4       
|           |                                                                                                       |         
|           | Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (Unaudited)                  | 5       
|           |                                                                                                       |         
|           | Notes to Financial Statements                                                                         | 6 - 24  
|           |                                                                                                       |         
|Item 2     | Management’s Discussion and Analysis of Financial Conditions and Results of Operations                | 25 - 36 
|           |                                                                                                       |         
|Item 3     | Quantitative and Qualitative Disclosures About Market Risks                                           | 36      
|           |                                                                                                       |         
|Item 4     | Controls and Procedures                                                                               | 36      
|           |                                                                                                       |         
|Part II    | Other Information                                                                                     |         
|           |                                                                                                       |         
|Item 1     | Legal Proceedings                                                                                     | 37      
|           |                                                                                                       |         
|Item 1A    | Risk Factors                                                                                          | 37      
|           |                                                                                                       |         
|Item 2     | Unregistered Sales of Equity Securities and Use of Proceeds                                           | 37      
|           |                                                                                                       |         
|Item 3     | Defaults Upon Senior Securities                                                                       | 37      
|           |                                                                                                       |         
|Item 4     | Mine Safety Disclosures                                                                               | 38      
|           |                                                                                                       |         
|Item 5     | Other information – Subsequent Events                                                                 | 38      
|           |                                                                                                       |         
|Item 6     | Exhibits                                                                                              | 39      
|           |                                                                                                       |         
|Signatures |                                                                                                       | 40      



2







Net Talk.com, Inc.

Balance Sheets



|                                                                                                                                                                        |  | (unaudited) |             |   |              |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | - | ------------ | -
|                                                                                                                                                                        |  | June 30,    |             |   | December 31, |  
|                                                                                                                                                                        |  | 2012        |             |   | 2011         |  
|Assets                                                                                                                                                                  |  |             |             |   |              |  
|Current assets:                                                                                                                                                         |  |             |             |   |              |  
|Cash and cash equivalents                                                                                                                                               |  | $           | 40,302      |   |              | $
|Restricted cash                                                                                                                                                         |  |             | 115,259     |   |              |  
|Accounts receivable, net                                                                                                                                                |  |             | 616,399     |   |              |  
|Inventory                                                                                                                                                               |  |             | 2,016,322   |   |              |  
|Prepaid expenses                                                                                                                                                        |  |             | 3,789       |   |              |  
|Note receivable                                                                                                                                                         |  |             | 25,000      |   |              |  
|Total current assets                                                                                                                                                    |  |             | 2,817,071   |   |              |  
|                                                                                                                                                                        |  |             |             |   |              |  
|Building, telecommunications equipment, land and other property, net                                                                                                    |  |             | 3,008,192   |   |              |  
|Intangible assets, net                                                                                                                                                  |  |             | 173,191     |   |              |  
|Other assets                                                                                                                                                            |  |             | 37,254      |   |              |  
|Total assets                                                                                                                                                            |  | $           | 6,035,708   |   |              | $
|                                                                                                                                                                        |  |             |             |   |              |  
|Liabilities, redeemable preferred stock and stockholders' deficit                                                                                                       |  |             |             |   |              |  
|Current liabilities:                                                                                                                                                    |  |             |             |   |              |  
|Accounts payable                                                                                                                                                        |  | $           | 1,627,956   |   |              | $
|Accrued dividends                                                                                                                                                       |  |             | 1,001,116   |   |              |  
|Accrued expenses                                                                                                                                                        |  |             | 192,168     |   |              |  
|Deferred revenue                                                                                                                                                        |  |             | 2,232,981   |   |              |  
|Current portion of senior debentures                                                                                                                                    |  |             | -           |   |              |  
|Total current liabilities                                                                                                                                               |  |             | 5,054,221   |   |              |  
|                                                                                                                                                                        |  |             |             |   |              |  
|Senior debentures                                                                                                                                                       |  |             | 13,766,796  |   |              |  
|Total liabilities                                                                                                                                                       |  |             | 18,821,017  |   |              |  
|                                                                                                                                                                        |  |             |             |   |              |  
|Redeemable preferred stock, $.001 par value, 10,000,000 shares authrorized, 500 and 300 issued and outstanding as of June 30, 2012 and December 31, 2011, respectively. |  |             | 8,138,369   |   |              |  
|                                                                                                                                                                        |  |             |             |   |              |  
|Stockholders' deficit:                                                                                                                                                  |  |             |             |   |              |  
|Common stock, $.001 par value, 300,000,000 authorized, 58,481,355 and 39,464,892 issued and outstanding as of june 30, 2012 and December 31, 2011, respectively         |  |             | 58,481      |   |              |  
|Additional paid in capital                                                                                                                                              |  |             | 31,568,846  |   |              |  
|Accumulated deficit                                                                                                                                                     |  |             | (52,551,005 | ) |              |  
|Total stockholders' deficit                                                                                                                                             |  |             | (20,923,678 | ) |              |  
|                                                                                                                                                                        |  |             |             |   |              |  
|Total liabilities, redeemable preferred stock and stockholders' deficit                                                                                                 |  | $           | 6,035,708   |   |              | $



The accompanying notes are an integral
part of the financial statements



3







Net Talk.com, Inc.

Statements of Operations



|                                                                       |  | Three months ended |            |   | Six months ended |  
|---------------------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | -
|                                                                       |  | June 30,           |            |   | June 30,         |  
|                                                                       |  | (unaudited)        |            |   | (unaudited)      |  
|                                                                       |  | 2012               |            |   | 2011             |  
|                                                                       |  |                    |            |   |                  |  
|Revenues                                                               |  | $                  | 1,495,676  |   |                  | $
|                                                                       |  |                    |            |   |                  |  
|Cost of sales                                                          |  |                    | 1,604,999  |   |                  |  
|                                                                       |  |                    |            |   |                  |  
|Gross margin                                                           |  |                    | (109,323   | ) |                  |  
|                                                                       |  |                    |            |   |                  |  
|Advertising and marketing                                              |  |                    | 271,600    |   |                  |  
|Compensation and benefits                                              |  |                    | 501,212    |   |                  |  
|Professional fees                                                      |  |                    | 125,447    |   |                  |  
|Depreciation and amortization                                          |  |                    | 64,954     |   |                  |  
|Research and development                                               |  |                    | 330,563    |   |                  |  
|General and administrative expenses                                    |  |                    | 855,148    |   |                  |  
|                                                                       |  |                    |            |   |                  |  
|Total operating expenses                                               |  |                    | 2,148,924  |   |                  |  
|                                                                       |  |                    |            |   |                  |  
|Loss from operations                                                   |  |                    | (2,258,247 | ) |                  |  
|                                                                       |  |                    |            |   |                  |  
|Other income (expenses):                                               |  |                    |            |   |                  |  
|Interest expense                                                       |  |                    | (1,612,800 | ) |                  |  
|Derivative (expense)                                                   |  |                    | -          |   |                  |  
|Debt extinguishment                                                    |  |                    | (3,135,235 | ) |                  |  
|Interest income                                                        |  |                    | -          |   |                  |  
|                                                                       |  |                    | (4,748,035 | ) |                  |  
|                                                                       |  |                    |            |   |                  |  
|Net income (loss)                                                      |  |                    | (7,006,282 | ) |                  |  
|                                                                       |  |                    |            |   |                  |  
|Reconciliation of net income (loss) applicable to common stockholders: |  |                    |            |   |                  |  
|Accretion of preferred stock                                           |  |                    | -          |   |                  |  
|Preferred stock dividends                                              |  |                    | -          |   |                  |  
|                                                                       |  |                    |            |   |                  |  
|Loss applicable to common stockholders                                 |  | $                  | (7,006,282 | ) |                  | $
|                                                                       |  |                    |            |   |                  |  
|Loss per common shares:                                                |  |                    |            |   |                  |  
|Basic earnings per common share                                        |  | $                  | (0.12      | ) |                  | $
|Diluted earnings per common share                                      |  | $                  | (0.12      | ) |                  | $
|                                                                       |  |                    |            |   |                  |  
|Weighted average shares:                                               |  |                    |            |   |                  |  
|Basic                                                                  |  |                    | 58,481,355 |   |                  |  
|Diluted                                                                |  |                    | 58,481,355 |   |                  |  



The accompanying notes are an integral
part of the financial statements



4







Net Talk.com, Inc.

Statements of Cash Flows



|                                                                         |  | Six months ended |            
|------------------------------------------------------------------------ |  | ---------------- | -----------
|                                                                         |  | June 30,         |            
|                                                                         |  | (unaudited)      |            
|                                                                         |  | 2012             |            
|Cash flow from operating activities:                                     |  |                  |            
|Net loss                                                                 |  | $                | (10,512,295
|Adjustments to reconcile net loss to net cash (used) in operations:      |  |                  |            
|Depreciation                                                             |  |                  | 93,342     
|Amortization                                                             |  |                  | 34,171     
|Bad debt                                                                 |  |                  | -          
|Debt extinguished                                                        |  |                  | 3,135,235  
|Cancellation of shares for services                                      |  |                  | -          
|Derivative fair value adjustments                                        |  |                  | 2,886,396  
|Changes in assets and liabilities:                                       |  |                  |            
|Accounts receivables                                                     |  |                  | (40,239    
|Prepaid expenses and other assets                                        |  |                  | 17,723     
|Inventories                                                              |  |                  | 188,933    
|Deferred revenues                                                        |  |                  | 549,033    
|Accounts payable                                                         |  |                  | 738,963    
|Accrued expenses                                                         |  |                  | (39,991    
|Net cash (used) in operating activities                                  |  |                  | (2,948,729 
|Cash flow used in investing activities:                                  |  |                  |            
|Restricted cash                                                          |  |                  | (16,382    
|Acquisition of corporate offices and operations center and  fixed assets |  |                  | (176,493   
|Decrease in deposits                                                     |  |                  | 2,500      
|Net cash (used) in investing activities:                                 |  |                  | (190,375   
|Cash flow from financing activities:                                     |  |                  |            
|Notes payables - debentures                                              |  |                  | 1,450,000  
|Cash paid for dividends on preferred stock                               |  |                  | -          
|Issuance of common stock (net)                                           |  |                  | 190,143    
|Net cash provided from financing activities                              |  |                  | 1,640,143  
|Net increase (decrease) in cash                                          |  |                  | (1,498,961 
|Cash and equivalents, beginning                                          |  |                  | 1,539,263  
|Cash and equivalents, ending                                             |  | $                | 40,302     
|                                                                         |  |                  |            
|Supplemental disclosures:                                                |  |                  |            
|Cash paid for interest                                                   |  | $                | -          
|Cash paid for income taxes                                               |  | $                | -          
|Cash paid for preferred stock dividends                                  |  | $                | -          



The accompanying notes are an integral
part of the financial statements



5







NET TALK.COM, INC.

Notes to Unaudited Financial Statements



Note 1 – Nature of Operations
and Basis of Presentation



Basis of presentation:



The accompanying unaudited financial statements as of and for
the three and six months ended June 30, 2012 have been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and
Exchange Commission for Form 10-Q. Accordingly, they do not include all the information and footnotes required for complete financial
statements. However, the unaudited condensed financial information includes all adjustments which are, in the opinion of management,
necessary to fairly present the financial position and the results of operations for the interim periods presented. The operations
for the three and six months ended June 30, 2012 are not necessarily indicative of the results for the year ending December 31,
2012.



The unaudited financial statements included in this report should
be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KT
for the year ended December 31, 2011, filed with the Securities and Exchange Commission.



Nature of operations:



Net Talk.com, Inc. (“NetTalk” or the “Company”)
was incorporated on May 1, 2006 under the laws of the State of Florida. We are a telephone company,
who provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over
internet protocol (“VoIP”) technology, session initiation protocol (“SIP”) technology, wireless fidelity
technology, wireless maximum technology, marine satellite services technology and other similar type technologies. Our main products
are the DUO and DUOWIFI, analog telephone adapters that provide connectivity for analog telephones and faxes to home, home office
or corporate local area networks (“LAN”). Our DUO products and their related services are a cost effective solution
for individuals, small businesses and telecommuters connecting to any analog telephone, fax or private branch exchange (“PBX”).
Our DUO products provides one USB port, one Ethernet port and one analog telephone port. A full suite of internet protocol features
is available to maximize universal connectivity. In addition, analog telephones attached to our DUO products are able to use advanced
calling features such as call forwarding, caller ID, 3-way calling, call holding, call retrieval and call transfer.



Note 2 - Summary of Significant Accounting Policies



Use of Estimates



The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect
the amounts reported in the financial statements and footnotes. Significant estimates inherent in the preparation of our financial
statements include developing fair value measurements upon which to base our accounting for acquisitions of intangible assets and
issuances of financial instruments, including our common stock. Our estimates also include developing useful lives for our tangible
and intangible assets and cash flow projections upon which we determine the existence of, or the measurements for, impairments.
In all instances, estimates are made by competent employees under the supervision of management, based upon the current circumstances
and the best information available.



Risk and Uncertainties



Our
future results of operations and financial condition will be impacted by the following factors, among others: dependence on the
worldwide telecommunication markets characterized by intense competition and rapidly changing technology, on third-party manufacturers
and subcontractors, on third-party distributors in certain markets and on the successful development and marketing of new products
in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty.



6







Revenue Recognition



We derive revenue from (i) product sales and (ii) telecom services.
All revenues are recognized in accordance with ASC 605, Revenue Recognition and SAB 104 as follows: when evidence of an arrangement
exists, in the case of products, when the product is shipped to a customer, or in the case of telecom services, when the service
is used by the consumer, when the fee is fixed or determinable and finally when we have concluded that amounts are collectible
from the customers. Shipping costs billed to customers are included as a component of product sales. The associated cost of shipping
is included as a component of cost of product sales.



Operating revenue consist of customer equipment sales of our
products the NetTalk DUO (“DUO”) and DUO WIFI, telecommunication service revenues and shipping and handling revenues.



Our DUO products provides for revenue recognition from the sale
of the device and from the sale of telephone service. The initial year of telephone service is included on the sale price at time
of sale and billed subsequently thereafter. Therefore, revenue recognition on our DUO products are fully recognized at the time
of our customer equipment sale, the one year telephone service is amortized over 12 month cycle.  Subsequent renewals
of the annual telephone service are amortized over the corresponding 12 months cycle.



International calls are billed as earned
from our customers.  International calls are prepaid and customers account is debited as minutes are used and earned.



Cash and Cash Equivalents



We consider all highly liquid cash balances and debt instruments
with an original maturity of three months or less to be cash equivalents. We maintain cash balances only in domestic bank accounts,
which at times, may exceed FDIC limits. Our cash balances exceeded the FDIC limits by $0 and $1,289,263at June 30, 2012 and December
31, 2011, respectively.



Accounts receivables



As of December 2011, we entered into an accounts receivable
factoring arrangement with a financial institution (the “Factor”). Pursuant to the terms of this arrangement, from
time to time we may sell to the Factor certain of our accounts receivable balances on a non-recourse basis for credit approved
accounts. The Factor shall then remit 80% of the accounts receivable balance, with the remaining balance, less fees to be forwarded
once the Factor collects the full accounts receivable balance from the customer. Factoring fees range from 7.3% to 9% of the face
value of the invoice factored, determined by the number of days required for collection of the invoice. We expect to use this factoring
arrangement periodically to assist with general working capital requirements.



We also grant to factor as security for all present and future
obligations owing to factor a continuing security interest in all of our existing and later acquired receivables .



Inventory



Inventories are recorded at cost or market, whichever is lower.



|                                                  |  | June 30, 2012 |            |  | December 31, 2011 |  
|------------------------------------------------- |  | ------------- | ---------- |  | ----------------- | -
|Productive material, work in process and supplies |  | $             | 1,189,186  |  |                   | $
|Finished products                                 |  |               | 827,136    |  |                   |  
|Total                                             |  | $             | 2,1016,322 |  |                   | $



During the three and six months period
ended June 30, 2012 and December 31, 2011 in accordance with our lower of cost or market analyses we did not record any lower of
cost or market adjustments to our finished goods inventories.



Of our $800,136 of finished goods inventory, $50,580 of it is
held on consignment at one of our distributors at June 30, 2012.



7







Reclassification of shipping and handling cost as general
and administrative expenses.



We have elected to record and classify our shipping and handling
cost as general and administrative expenses.

The amount reported as shipping and handling cost for three
and six months ended June 30, 2012 and 2011, were:



|                           |  | Three months |         |  | Six months |  
|-------------------------- |  | ------------ | ------- |  | ---------- | -
|                           |  | 2012         |         |  | 2011       |  
|                           |  |              |         |  |            |  
|Shipping and handling cost |  | $            | 184,434 |  |            | $



Telecommunications Equipment and Other Property



Property, equipment and telecommunication equipment includes
acquired assets which consist of network equipment, computer hardware, furniture and software. All of our equipment is stated at
cost with depreciation calculated using the straight line method over the estimated useful lives of related assets, which ranges
from three to five years. The cost associated with major improvements are capitalized while the cost of maintenance and repairs
is charged to operating expenses.



Intangible Assets



Our intangible assets were recorded at our acquisition cost,
which encompassed estimates of their respective and their relative fair values, as well as estimates of the fair value of consideration
that we issued. We amortize our intangible assets using the straight-line method over lives that are predicated on contractual
terms or over periods we believe the assets will have utility.



Impairments and Disposals



We evaluate our tangible and definite-lived intangible assets
for impairment annually or more frequently in the presence of circumstances
or trends that may be indicators of impairment. Our evaluation is a two step process. The first step is to compare our undiscounted
cash flows, as projected over the remaining useful lives of the assets, to their respective carrying values. In the event that
the carrying values are not recovered by future undiscounted cash flows, as a second step, we compare the carrying values to the
related fair values and, if lower, record an impairment adjustment. For purposes of fair value, we generally use replacement costs
for tangible fixed assets and discounted cash flows, using risk-adjusted discount rates for intangible assets.



Research and Development and Software
Costs



We expense research and development costs, as these costs are
incurred. We account for our offering-related software development costs as costs incurred internally in creating a computer software
product and are charged to expense when incurred as research and development until technological feasibility has been established
for the product. Technological feasibility is established upon completion of a detail program design or, in its absence, completion
of a working model. Thereafter, all software development costs shall be capitalized and subsequently reported at the lower of unamortized
cost or net realizable value. Development costs are amortized based on current and future revenue for each product with an annual
minimum equal to the straight-line amortization over the remaining estimated economic life of the product. At this time our main
products, the DUO, DUO II and DUOWIFI are being sold in the market place. Therefore, research and development cost reported in
our financial statements relates to pre – marketing costs and are expensed accordingly.



|                                        |  | Three Months Ended |         |  | Six Months Ended |  
|--------------------------------------- |  | ------------------ | ------- |  | ---------------- | -
|                                        |  | June 30,           |         |  | June 30,         |  
|                                        |  | 2012               |         |  | 2011             |  
|Components of research and development: |  |                    |         |  |                  |  
|Product development and engineering     |  | $                  | 39,888  |  |                  | $
|Payroll and benefits                    |  |                    | 290,675 |  |                  |  
|Total                                   |  | $                  | 330,563 |  |                  | $



Reclassification



Certain reclassifications have been made to prior years financial
statements in order to conform to the current year’s presentation. The reclassification had no impact on net earnings previously
reported.



8







Share-Based Payment Arrangements



In June 2008, the FASB issued authoritative guidance on the
treatment of participating securities in the calculation of earnings per shares (“EPS”). This guidance addresses whether
instruments granted in share – based payment transactions are participating securities prior to vesting and, therefore, need
to be included in the earnings allocation in computing EPS under the two - class method. This guidance was effective for fiscal
years beginning on or after December 15, 2008. Adoption of this guidance did not have a material impact on our results of operations
and financial position, or on basic or diluted EPS.



We apply the grant date fair value method
to our share – based payment arrangements with employees and consultants. Share – based compensation cost to employees
is measured at the grant date fair value based on the value of the award and is recognized over the service period. Share –
based payments to non – employees are recorded at fair value on the measurement date and reflected in expense over the service
period.



2010 Stock Option Plan



On November 15, 2009, NetTalk adopted the
2010 Stock Option Plan (the "Plan") which is intended to advance the interests of the Company’s
shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of such persons with those of the Company’s shareholders. All
of the Company’s employees, officers, and directors, and those Company’s consultants and advisors (i) that are natural
persons and (ii) who provides bona fide services to the Company not connected to a capital raising transaction or the promotion
or creation of a market for the Company’s securities, are eligible to be granted options or restricted stock awards
under the Plan. The maximum aggregate number of shares of the Company’s common stock that may be issued under the
Plan is 10,000,000 shares of the Company’s common stock.



On July 26, 2010, we issued 3,709,500 shares
of common stock to our employees as part of our 2010 Stock Option Plan. The shares are compensatory in nature and are fully vested.
We have valued the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



On May 23 2011, we issued 3,890,000 shares
of common stock to our employees as part of our 2010 Stock Option Plan. The shares are compensatory in nature and are fully vested.
We have valued the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



On July 26 2011, we issued 2,400,500 shares
of common stock to our employees as part of our 2010 Stock Option Plan. The shares are compensatory in nature and are fully vested.
We have valued the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



Summary of 2010 Stock Option Plan (issuances):



|July 26, 2010 |  |  | 3,709,500  |  | Common shares | 
|------------- |  |  | ---------- |  | ------------- | 
|May 23, 2011  |  |  | 3,890,000  |  | Common shares | 
|July 26, 2011 |  |  | 2,400,500  |  | Common shares | 
|Total         |  |  | 10,000,000 |  | Common shares | 



2011 Stock Option Plan



On June 15, 2011, NetTalk adopted the 2011
Stock Option Plan (the "Plan") which is intended to advance the interests of the Company’s
shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of such persons with those of the Company’s shareholders. All
of the Company’s employees, officers, and directors, and those Company’s consultants and advisors (i) that are natural
persons and (ii) who provides bona fide services to the Company not connected to a capital raising transaction or the promotion
or creation of a market for the Company’s securities, are eligible to be granted options or restricted stock awards
under the Plan. The maximum aggregate number of shares of the Company’s common stock that may be issued under the
Plan is 20,000,000 shares of the Company’s common stock.



9







On January 6, 2012, we issued 3,483,500 shares
of common stock to our employees as part of our 2011 Stock Option Plan. The shares are compensatory in nature and are fully vested.
We have valued the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



On May 28, 2012, we issued 15,488,000 shares
of common stock to our employees as part of our 2011 Stock Option Plan. The shares are compensatory in nature and are fully vested.
We have valued the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



Summary of 2011 Stock Option Plan (issuances):



|January 16, 2012 |  |  | 3,483,500  |  | Common shares | 
|---------------- |  |  | ---------- |  | ------------- | 
|May 28, 2012     |  |  | 15,428,000 |  | Common shares | 
|Total            |  |  | 18,971,500 |  | Common shares | 



Financial Instruments



Financial instruments, as defined in the Accounting Standards
Codification (“ASC”) 825 Financial Instruments, consist of cash, evidence of ownership in an entity, and contracts
that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity,
or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second
entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other
financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash
and cash equivalents, accounts receivable, accounts payable, accrued liabilities, secured convertible debentures, and derivative
financial instruments.



We carry cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities at historical costs since their respective estimated fair values approximate carrying values due
to their current nature. We also carry convertible debentures and redeemable preferred stock at historical cost.



Derivative financial instruments, as defined in ASC
815-10-15-83 Derivatives and Hedging, consist of financial instruments or other contracts that contain a notional
amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and
permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further,
derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare
instances, assets.



Certain risks and concentration



Our manufacturing partner accounted for approximately 45% of
our cost of goods sold for the three and six months period ended in June 30, 2012 and 10% of outstanding accounts payable at period
ended June 30, 2012, comparable amounts for periods ended June 30, 2011 were 36% of cost of goods sold and 0% of outstanding accounts
payables.



One of our customers presently operates under a “Consignment
Agreement”. Under the agreement we sell and ship merchandise to our customer and we collect payments upon final sale of our
product to the ultimate consumer.



Redeemable Preferred Stock



Redeemable preferred stock (and other redeemable financial instrument
we may enter into) is initially evaluated for possible classification as liabilities under ASC 480 Distinguishing Liabilities
from Equity. Redeemable preferred stock classified as liabilities is recorded and carried at fair value. Redeemable preferred
stock that does not, in its entirety, require liability classification is evaluated for embedded features that may require bifurcation
and separate classification as derivative liabilities under ASC 815. In all instances, the classification of the redeemable preferred
stock host contract that does not require liability classification is evaluated for equity classification or mezzanine classification
based upon the nature of the redemption features. Generally, any feature that could require cash redemption for matters not within
our control, irrespective of probability of the event occurring, requires classification outside of stockholders’ equity.
See Note 6 for further disclosures about our redeemable preferred stock.



10







Loss per common share



Basic loss per common share represents our loss applicable to
common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per common
share gives effect to all potentially dilutive securities. We compute the effects on diluted loss per common share arising from
warrants and options using the treasury stock method or, in the case of liability classified warrants, the reverse treasury stock
method. We compute the effects on diluted loss per common share arising from convertible securities using the if-converted method.
The effects, if anti-dilutive are excluded.



Recent accounting pronouncements



In May 2011, the FASB issued an update that amends the guidance
provided in ASC Topic 820, Fair Value Measurement, by clarifying some existing concepts, eliminating
wording differences between GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases,
changing some principles to achieve convergence between GAAP and IFRS. The update results in a consistent definition of fair value,
establishes common requirements for the measurement of and disclosure about fair value between GAAP and IFRS, and expands the disclosures
for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update becomes effective in
the second quarter of fiscal 2012. We do not expect the adoption of this update to have a material impact on our consolidated financial
statements.



In June 2009, the Financial Accounting
Standards Board (“FASB”) issued the FASB Accounting Standards Codification (“Codification”). The Codification
is the single source for all authoritative Generally Accepted Accounting Principles (“GAAP”) recognized by the FASB
to be applied for financial statements issued for periods ending after September 15, 2009. The Codification does not change
GAAP and did not have a material impact on the Company’s financial statements.



Income Taxes



We record our income taxes using the asset and liability method.
Under this method, the future tax consequences attributed to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis are reflected as tax assets and liabilities using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences reverse. Changes in these deferred tax assets and
liabilities are reflected in the provision for income taxes. However, we are required to evaluate the recoverability of net deferred
tax assets. If it is more likely than not that some portion of a net deferred tax asset will not be realized, a valuation allowance
is recognized with a charge to the provision for income taxes.



Our net loss reflects permanent tax differences which are not
deductible for tax purposes. Therefore, our tax net operating loss would be reduced accordingly. Our major permanent differences
for the three and six ended June 30, 2012 and 2011, are as follows:



|                            |  | Three Months Ended |            |   | Six Months Ended |  
|--------------------------- |  | ------------------ | ---------- | - | ---------------- | -
|                            |  | June 30,           |            |   | June 30,         |  
|                            |  | 2012               |            |   | 2011             |  
|Permanet differences:       |  |                    |            |   |                  |  
|Derivative income (expense) |  | $                  | -          |   |                  | $
|Debt extinguished           |  |                    | (3,135,235 | ) |                  |  
|Total income (expense)      |  | $                  | (3,135,235 | ) |                  | $



11







Note 3 - Telecommunications Equipment and Other Property



Telecommunications equipment and other
property consist of the following:



|                                |  | Life |    |  | June 30, 2012 |   |           | December 31, 2011 | 
|------------------------------- |  | ---- | -- |  | ------------- | - | --------- | ----------------- | 
|                                |  |      |    |  |               |   |           |                   | 
|Telecommunication equipment     |  |      | 7  |  |               | $ | 355,207   |                   | 
|Computer equipment              |  |      | 5  |  |               |   | 155,678   |                   | 
|Building                        |  |      | 35 |  |               |   | 2,448,364 |                   | 
|Building improvements           |  |      | 10 |  |               |   | 25,440    |                   | 
|Office equipment and furnishing |  |      | 7  |  |               |   | 44,008    |                   | 
|Purchased software              |  |      | 3  |  |               |   | 34,147    |                   | 
|Land                            |  |      |    |  |               |   | 270,000   |                   | 
|Sub – total                     |  |      |    |  |               |   | 3,332,844 |                   | 
|Less: accumulated depreciation  |  |      |    |  |               |   | (324,652  | )                 | 
|Total                           |  |      |    |  |               | $ | 3,008,192 |                   | 



Our telecommunications equipment is deployed in our Network
Operations Center (“NOC”) as is most of the computer equipment. Other computer and office equipment and furnishings
are deployed at our corporate offices, which.



On August 8, 2011 we purchased an existing building located
at 1080 NW 163rd Drive, Miami Gardens, Florida 33169, to be used as our corporate offices and operational center. The
building, a 21,675 square foot free standing structure, was purchased for $2,700,000 from Core Development Holdings Corporation,
which entity has no relationship to the Company. During the month of May 2012 we completed our relocation to our new building.
At this time our entire operations are functioning within our new facility.



Depreciation of the above assets was as
follows:



|                     |  | Three Months Ended |        |  | Six Months Ended |  
|-------------------- |  | ------------------ | ------ |  | ---------------- | -
|                     |  | June 30,           |        |  | June 30,         |  
|                     |  | 2012               |        |  | 2011             |  
|Depreciation expense |  | $                  | 47,556 |  |                  | $



Note 4 - Intangible Assets:



Intangible assets consist of following:



|                                      |  | Life |    |  | June 30, 2012 |   |          | December 31, 2011 | 
|------------------------------------- |  | ---- | -- |  | ------------- | - | -------- | ----------------- | 
|                                      |  |      |    |  |               |   |          |                   | 
|Trademarks National and International |  |      | 5  |  |               | $ | 332,708  |                   | 
|Employment agreements                 |  |      | 3  |  |               |   | 225,084  |                   | 
|Knowhow and specialty skills          |  |      | 3  |  |               |   | 212,254  |                   | 
|Workforce                             |  |      | 3  |  |               |   | 54,000   |                   | 
|Telephony licenses                    |  |      | 2  |  |               |   | 9,195    |                   | 
|Patents                               |  |      | 20 |  |               |   | 86,023   |                   | 
|Domain names                          |  |      | 2  |  |               |   | 7,723    |                   | 
|                                      |  |      |    |  |               |   | 926,987  |                   | 
|Less accumulated amortization         |  |      |    |  |               |   | (753,796 | )                 | 
|                                      |  |      |    |  |               | $ | 173,191  |                   | 



Amortization of the above assets was as follows:



|                     |  | Three Months Ended |        |  | Six Months Ended |  
|-------------------- |  | ------------------ | ------ |  | ---------------- | -
|                     |  | June 30,           |        |  | June 30,         |  
|                     |  | 2012               |        |  | 2011             |  
|                     |  |                    |        |  |                  |  
|Amortization expense |  | $                  | 17,398 |  |                  | $



The weighted average amortization period for the intangible
assets is 18 years.



12







Estimated future amortization of intangible assets for each
of the following years as of June 30, 2012, as follows:



|2012         |  | $ | 34,171  | 
|------------ |  | - | ------- | 
|2013         |  |   | 67,092  | 
|2014         |  |   | 48,499  | 
|2015         |  |   | 3,750   | 
|Future years |  |   | 19,679  | 
|Total        |  | $ | 173,191 | 



Note 5 – Securities Option Agreement, Secured Convertible
Debentures, Secured Long-Term Debentures and Short Term Debt



Securities Option Agreement:



On June 30, 2012, we executed Securities
Option Agreement with Vicis Capital Master Fund (“Vicis”) whereby Vicis grants us an option to purchase and redeem
the securities and debentures held by Vicis. The option becomes exercisable on the date that all principal and accrued interest
on all debentures has been paid in full, and may be exercised at any time after initial exercise date through and including December
31, 2013 (expiration date). Upon exercise of the “option” the redemption price for the securities shall be an amount
equal to $16,000,000 minus the sum of principal and accrued interest paid. Upon exercise of the option, any and all unpaid dividends
on the securities shall be surrendered and cancelled without payment of additional consideration.



Extension of Maturity Dates of Outstanding
Non-Convertible Debentures:



On June 30, 2012, we entered into an agreement to modify our
outstanding debentures solely to extend their maturity dates that originally ranged from June 30, 2012 to July 1, 2013 to December
31, 2013. There were no other material modifications to the debentures and the holders received no additional consideration to
effect the modification. As a result of these modifications, we evaluated each debenture to determine whether the maturity extension
constituted a substantial modification. Under current accounting standards, from a debtor’s perspective, a modification of
a debt instrument is deemed equivalent to the exchange of debt instruments if the present value of the cash flows under the terms
of the modified arrangement are at least 10 percent different from the present value of the remaining cash flows under the terms
of the original debt instrument. In cases where the difference in cash flows exceeds this level, extinguishment accounting is prescribed.
As a result of our calculations, we concluded that the present values, using the effective interest rates on the issuance dates,
of our face value $5,266,130, $2,000,000, and $3,500,000 debentures exceeded the substantive threshold. Accordingly, the debentures
were adjusted to their respective fair values of $6,150,160, $2,313,888, and $3,852,748 and a corresponding charge to income in
the amount of $3,135,235 representing the extinguishment loss. The fair values of the debentures were determined based upon their
future cash flows, discounted at a credit-risk adjusted market interest rate of 7.4%.



On March 30, 2012, we issued face value $500,000, 10% senior
secured debenture, due June 30, 2012, extended to December 31, 2013.



On April 23, 2012, we issued face value $500,000, 10% senior
secured debenture, due June 30, 2012, extended to December 31, 2013.



On June 26, 2012, we issued face value $450,000, 10% senior
secured debenture, due June 30, 2012, extended to December 31, 2013.



13







The carrying values our long-term and short term debt consisted
of the following as of June 30, 2012 and December 31, 2011:



|                                                            |  | June 30, |            |  | December 31, |  
|----------------------------------------------------------- |  | -------- | ---------- |  | ------------ | -
|                                                            |  | 2012     |            |  | 2011         |  
|                                                            |  |          |            |  |              |  
|$2,000,000 face value 12% debenture, due December 31, 2013  |  | $        | 2,313,888  |  |              | $
|$3,500,000 face value 10% debenture, due December 31, 2013  |  |          | 3,852,748  |  |              |  
|$5,266,130 face value 12% debenture, due December 31, 2013  |  |          | 6,150,160  |  |              |  
|$   500,000 face value 10% debenture, due December 31, 2013 |  |          | 500,000    |  |              |  
|$   500,000 face value 10% debenture, due December 31, 2013 |  |          | 500,000    |  |              |  
|$   450,000 face value 10% debenture, due December 31, 2013 |  |          | 450,000    |  |              |  
|Total                                                       |  | $        | 13,766,796 |  |              | $



Issuance of Non-Convertible Debentures



On August 8, 2011 and September 30, 2011, we issued face value
$2,000,000 12% debentures, due July 1, 2013, and face value $3,500,000 10% debentures, due June 30, 2012, respectively, for aggregate
cash of $5,500,000. Concurrent with these financing transactions we also issued the investor warrants to purchase an aggregate
of 18,000,000 shares of our common stock for $0.50 for periods of five years.



We allocated the gross proceeds from the financing transactions
to the debentures and the warrants based upon their relative fair values, as reflected in the following table:



August 8, 2011 Financing Arrangement



|                                                      |  | Fair Values |           |  | Relative Fair Values |  
|----------------------------------------------------- |  | ----------- | --------- |  | -------------------- | -
|$2,000,000 face value of debentures                   |  | $           | 2,127,063 |  |                      | $
|Warrants to purchase 8,000,000 shares of common stock |  |             | 3,768,000 |  |                      |  
|                                                      |  | $           | 5,895,063 |  |                      | $



September 30, 2011 Financing Arrangement



|                                                       |  | Fair Values |           |  | Relative Fair Values |  
|------------------------------------------------------ |  | ----------- | --------- |  | -------------------- | -
|$3,500,000 face value of debentures                    |  | $           | 3,560,675 |  |                      | $
|Warrants to purchase 10,000,000 shares of common stock |  |             | 3,790,000 |  |                      |  
|                                                       |  | $           | 7,350,675 |  |                      | $



The fair value of the debentures was computed based upon the
present value of all future cash flows, using a credit risk adjusted discount rates ranging from 7.63% to 7.86%. This discount
rate was developed based upon bond curves of companies with similar high risk credit ratings plus a range of 0.25% to 0.36% risk
free rate based upon yields for zero coupon government securities with maturities consistent with those of the debentures. The
fair value of the warrants was determined using the Binomial Lattice technique. The effective volatility and risk free rates resulting
from the calculations were 55.15% — 129.86% and 0.07% — 1.11%, respectively.



June 30, 2011 Financing, Debt Settlement, and Accrued Interest
Settlement



On June 30, 2011, we issued face value $5,266,130, 12% debentures,
due July 1, 2013 and warrants to purchase 21,064,520 shares of our common stock for $0.50 per share, which expire five years from
the issuance date, for $2,500,000 cash, settlement of $2,500,000 in bridge financing and settlement of $266,130 in accrued interest
on the former convertible debentures. See discussion on the conversion of the convertible debentures, below. The cash and advance
settlement were accounted for as financing transactions. The settlement of the accrued interest was accounted for as an extinguishment
of debt.



The debentures were allocated $5,000,000 face value and $266,130
to the financing and extinguishment, respectively. Applying that same relationship, we allocated 20,000,000 and 1,064,520 warrants
to the financing and extinguishment, respectively.



14







We allocated the gross proceeds from the financing transaction
to the debentures and the warrants based upon their relative fair values, as reflected in the following table:



|                                                       |  | Fair Values |            |  | Relative Fair Values |  
|------------------------------------------------------ |  | ----------- | ---------- |  | -------------------- | -
|$5,000,000 face value of debentures                    |  | $           | 5,340,195  |  |                      | $
|Warrants to purchase 20,000,000 shares of common stock |  |             | 7,816,000  |  |                      |  
|                                                       |  | $           | 13,156,195 |  |                      | $



The fair value of the debentures was computed based upon the
present value of all future cash flows, using a credit risk adjusted discount rate of $7.75%. This discount rate was developed
based upon bond curves of companies with similar high risk credit ratings plus a 0.50% risk free rate based upon yields for zero
coupon government securities with maturities consistent with those of the debentures. The fair value of the warrants was determined
using the Binomial Lattice valuation technique. The effective volatility and risk free rate used in the calculation were 113.8%
and 1.70%, respectively.



For purposes of the extinguished instrument, we recorded the
allocated face value of the debentures and the allocated number of warrants at their fair values. The difference between these
amounts and the carrying value of the settled obligation was recorded as an extinguishment loss in our income, as follows:



|                                                      |  | Extinguishment Calculation |        
|----------------------------------------------------- |  | -------------------------- | -------
|$266,130 face value of debentures                     |  | $                          | 284,238
|Warrants to purchase 1,064,520 shares of common stock |  |                            | 416,014
|                                                      |  |                            | 700,252
|Carrying value of settled obligation                  |  |                            | 266,130
|Extinguishment loss                                   |  | $                          | 434,122



The fair value of the debentures and the warrants were determined
in the same manner as those allocated to the financing and as described above.



The total carrying value of the debentures arising from the
financing and the extinguishment transactions amounted to $2,313,774. This discounted balance is subject to amortization through
charges to interest expense over the term to maturity using the effective interest method. Amortization commenced on July 1, 2011.



2011 Conversion of All Outstanding Convertible
Debentures:



On June 30, 2011, the holder of all of our secured convertible
debentures issued in connection with 2010 Convertible Debenture Exchange (see discussion below) converted said debentures for an
aggregate of 19,995,092 shares of common stock, which was in accordance with the contractual conversion price. On the date of the
conversion, the compound embedded derivatives associated with the secured convertible debentures were adjusted to fair value resulting
in a credit to derivative income in the amount of $2,514,209. Following the derivative adjustment, the adjusted carrying value
of the compound embedded derivative ($8,797,840) and carrying value of the secured convertible notes ($4,998,773) were combined
in the amount of $13,796,613 and reclassified to stockholders equity to give effect to the issuance of the common shares.



Further, on the June 30, 2011 conversion date we issued the
holders of the secured convertible debentures warrants to purchase 1,000,000 shares of our common stock as conversion inducement
consideration. These warrants have a five year term and a strike price of $0.50 per common share. The warrants meet all conditions
for equity classification. The fair value of the warrants, determined using the Noreen Wolfson dilution adjustment model for the
Black Scholes Merton valuation technique, amounted to $390,800 which has been recorded in expense. The volatility and risk free
rate used in the Black Scholes Merton calculation were 113.8% and 1.70%, respectively.



15







2010 Convertible Debenture Exchange:



By way of background, our convertible debentures were issued
on February 24, 2010 in connection with an exchange agreement with our creditors that provided for, among other things, the consolidation
of our previous secured convertible debt instruments, originally issued in connection with our 2008 Convertible Debenture Financing
and 2009 Convertible Debenture (see discussion below), and included the capitalization of $798,773 of accrued interest. The newly
issued convertible debentures bore interest at 12%, which was payable at the earlier of the maturity date or the date that the
debentures were converted, if ever. Such interest was payable at the Company’s option in cash or common stock at $0.25 per
common share. The principal amount of the debentures was convertible into common stock at $0.25. Accordingly, the convertible debentures
was indexed to 19,995,092 shares of our common stock.



Our accounting for the aforementioned exchange transaction required
us to consider whether the exchange resulted in a substantial modification to the original convertible debentures based upon either
cash flows or the fair value of the embedded conversion feature, wherein is generally defined as a change greater than 10%. In
all instances, our calculations indicated that the exchange of convertible debentures resulted in changes that were substantial
to either cash flows, the embedded conversion option, or both. As a result, we were required to extinguish the prior debt instruments
and reestablish the new convertible debentures at fair value, with the difference reflected in our expenses.



The following table reflects the components
of our extinguishment calculations on February 24, 2010:



|                                  |  | Convertible Debenture Due |           |   |               |  
|--------------------------------- |  | ------------------------- | --------- | - | ------------- | -
|                                  |  | June 30, 2011             |           |   | July 20, 2011 |  
|Fair value of new debenture       |  | $                         | 7,767,450 |   |               | $
|Carrying value of old debentures: |  |                           |           |   |               |  
|Debentures                        |  |                           | 1,713,124 |   |               |  
|Accrued Interest                  |  |                           | 546,000   |   |               |  
|Compound embedded derivative      |  |                           | 3,723,200 |   |               |  
|Deferred finance costs            |  |                           | (85,372   | ) |               |  
|                                  |  |                           | 5,896,952 |   |               |  
|                                  |  |                           |           |   |               |  
|Extinguishment loss               |  | $                         | 1,870,498 |   |               | $



The fair values of the Secured Convertible Debentures were determined
based upon their respective discounted cash flow, using observable market rates, plus the fair value of the embedded conversion
options. Observable market rates on the exchange date ranged from 7.91% for one-year and 8.47% for two years and were derived from
publicly available surveys of corporate bond curves for issuers with similar risk characteristics as ours. The fair value of our
compound embedded derivatives were determined using the Monte Carlo Simulations model. See Note 8. The compound embedded derivatives
were adjusted to fair value on the exchange date, immediately before the exchange transaction, which amount is included in our
derivative income (expense).



The fair value of the new convertible debentures was allocated
to the debt balance, the compound embedded derivative and paid-in capital. Paid-in capital arises in this transaction, because
the allocation resulted in premiums which, under accounting principles, are considered equity components. The following table summarizes
the allocation on the exchange date:



|                             |  | Convertible Debenture due |           |  |               |  
|---------------------------- |  | ------------------------- | --------- |  | ------------- | -
|                             |  | June 30, 2011             |           |  | July 20, 2011 |  
|Convertible debentures       |  | $                         | 3,146,000 |  |               | $
|Compound embedded derivative |  |                           | 4,505,072 |  |               |  
|Paid-in capital              |  |                           | 116,378   |  |               |  
|                             |  | $                         | 7,767,450 |  |               | $



16







Our accounting for the original debenture
financings is as follows:



2008 Convertible Debenture Financing



On September 10, 2008, we issued a $1,000,000 face value, 12%
secured convertible debenture (T-1), due September 10, 2010 and Series B warrants indexed to 4,000,000 shares of our common stock
in exchange for the Interlink Asset Group, discussed in Note 3. Also on September 30, 2008, we issued a $500,000 face value 12%
secured convertible debenture (T-2), due September 10, 2010 and Series B warrants indexed to 2,000,000 shares of our common stock
for net cash proceeds of $472,800. The warrants have a term of five years. These financial instruments were issued to the same
creditor under contracts that are substantially similar, unless otherwise mentioned in the following discussion.



The principal amount of the debentures was initially payable
on September 10, 2010 and the interest was payable quarterly, on a calendar quarter basis. While the debenture was outstanding,
the investor had the option to convert the principal balance, and not the interest, into shares of our common stock at a conversion
price of $0.25 per common share. Each such debenture was exchanged on February 24, 2010 for a new debenture issued by the Company.
(see discussion above)



2009 Convertible Debenture Financings



We entered into several Securities Purchase Agreements with
Debt Opportunity Fund, LLP (“DOF”) during the year ended September 30, 2009.



On January 30, 2009 we issued (a) 12% Senior Secured Convertible
Debentures in the aggregate principal amount of $600,000 with a maturity date of January 30, 2011, convertible into shares of common
stock at a conversion price of $0.25; and (b) Series C Warrants to purchase 2,400,000 shares of our common stock at an exercise
price of $0.50 for net cash proceeds of $507,900. The warrants have a term of five years.



On February 6, 2009 we issued (a) 12% Senior Secured Convertible
Debentures in the aggregate principal amount of $500,000 with a maturity date of January 30, 2011, convertible into shares of common
stock at a conversion price of $0.25; and (b) Series C Warrants to purchase 2,000,000 shares of our common stock at an exercise
price of $0.50 for net cash proceeds of $443,250. The warrants have a term of five years.



On July 20, 2009, we issued (a) 12% Senior Secured Convertible
Debentures in the aggregate principal amount of $500,000 with a maturity date of July 20, 2011, convertible into shares of common
stock at a conversion price of $0.25; and (b) Series C Warrants to purchase 2,000,000 shares of our common stock at an exercise
price of $0.50 for net cash proceeds of $446,250. The warrants have a term of five years.



On September 25, 2009, we issued (a) 12% Senior Secured Convertible
Debentures in the aggregate principal amount of $1,100,000 with a maturity date of July 20, 2011, convertible into shares of common
stock at a conversion price of $0.25; and (b) Series C Warrants to purchase 4,400,000 shares of our common stock at an exercise
price of $0.25 for net cash proceeds of $1,000,000. The warrants have a term of five years.



Each debenture bore interest at a rate of 12% per annum from
the date of issuance until paid in full. Each such debenture was exchanged on February 24, 2010 for a new debenture issued by the
Company. (see discussion above)



Midtown Partners & Co., LLC (“Midtown Partners”),
a NASD registered broker dealer, acted as the placement agent for the Company in connection with the January 30, July 20, and September
25, 2009 Convertible Debt Offerings (“2009 Convertible Debt Offerings”). We paid Midtown Partners cash commissions
equal to $198,000 and we issued Series BD Common Stock Purchase Warrants to Midtown Partners entitling Midtown Partners to purchase
1,720,000 shares of the Company’s common stock at an initial exercise price of $0.50 per share and 440,000 shares of the
Company’s common stock at an initial exercise price $0.25 per share. Since the Series BD warrants offered full ratchet anti-dilution
protection, any previously issued and outstanding warrants with a conversion price greater than $0.25 automatically had their conversion
price ratchet down to $0.25 as subsequent issuances were made with a conversion price of $0.25.



On September 22, 2009 we voided and reissued warrants in connection
with our financing transactions. The cancellation and reissuance of warrants was treated as a modification under ASC 470-50 Modifications
and Extinguishments although the change in cash flow was <10% so extinguishment accounting was not applicable.



17







Cancelled and re-issued warrants were as
follows:



|Original Warrants |  | Indexed Shares |           |  | Strike Price |   |      | Reissued Warrants |  |               | Indexed Shares |  |  | Strike Price | 
|----------------- |  | -------------- | --------- |  | ------------ | - | ---- | ----------------- |  | ------------- | -------------- |  |  | ------------ | 
|C-1 warrants      |  |                | 2,400,000 |  |              | $ | 0.50 |                   |  | C-3 warrants  |                |  |  | 2,400,000    | 
|C-2 warrants      |  |                | 2,000,000 |  |              | $ | 0.50 |                   |  | C-4 warrants  |                |  |  | 2,000,000    | 
|BD-1 warrants     |  |                | 480,000   |  |              | $ | 0.50 |                   |  | BD-4 warrants |                |  |  | 240,000      | 
|                  |  |                |           |  |              |   |      |                   |  | BD-5 warrants |                |  |  | 240,000      | 
|BD-2 warrants     |  |                | 400,000   |  |              | $ | 0.50 |                   |  | BD-6 warrants |                |  |  | 200,000      | 
|                  |  |                |           |  |              |   |      |                   |  | BD-7 warrants |                |  |  | 200,000      | 
|BD-3 warrants     |  |                | 200,000   |  |              | $ | 0.50 |                   |  | BD-8 warrants |                |  |  | 200,000      | 
|BD-4 warrants     |  |                | 200,000   |  |              | $ | 0.50 |                   |  | BD-9 warrants |                |  |  | 200,000      | 



Accounting for the Financing Arrangements:



We have evaluated the terms and conditions of the secured convertible
debentures under the guidance of ASC 815, Derivatives and Hedging. We have determined that, while the anti-dilution protections
preclude treatment of the embedded conversion option as conventional, the conversion option is exempt from classification as a
derivative because it otherwise achieves the conditions for equity classification (if freestanding) provided in ASC 815. We have
further determined that the default redemption features described above are not exempt for treatment as derivative financial instruments,
because they are not clearly and closely related in terms of risk to the host debt agreement. On the inception date of the arrangements
through June 30, 2010, we determined that the fair value of these compound derivatives is de minus. However, we are required to
re-evaluate this value at each reporting date and record changes in its fair value, if any, in income. For purposes of determining
the fair value of the compound derivative, we have evaluated multiple, probability-weighted cash flow scenarios. These cash flow
scenarios include, and will continue to include fair value information about our common stock. Accordingly, fluctuations in our
common stock value will significantly influence the future outcomes from applying this technique.



As discussed above, the embedded conversion options did not
require treatment as derivative financial instruments; however, we were required to evaluate the feature as embodying a beneficial
conversion feature under ASC 470-20, Debt with Conversion and Other Options. A beneficial conversion feature (“BCF”)
is present when the fair value of the underlying common share exceeds the effective conversion price of the conversion option.
The effective conversion price is calculated as the basis in the financing arrangement allocated to the hybrid convertible debt
agreement, divided by the number of shares into which the instrument is indexed. Because the two hybrid debt contracts dated September
10, 2008 were issued as compensation for the Interlink Asset Group and as further discussed in Note 3 we concluded that they should
be combined for accounting purposes and the accounting resulted in no beneficial conversion feature. The financings issued in 2009
were found to have a BCF which gives effect to the (i) the trading market price on the contract dates and (ii) the effective conversion
price of each issuance after allocation of proceeds to all financial instruments sold based upon their relative fair values. Notwithstanding,
the BCF was limited to the value ascribed to the remaining hybrid contract (using the relative fair value approach). Accordingly,
the BCF allocated to paid-in capital from the 2009 financings amounted to $872,320 for the year ended September 30, 2009.



We evaluated the terms and conditions of the Series B, Series
C and Series BD warrants under the guidance of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The warrants
embody a fundamental change-in-control redemption privilege wherein the holder may redeem the warrants in the event of a change
in control for a share of assets or consideration received in such a contingent event. This redemption feature places the warrants
within the scope of ASC 480-10, as put warrants and, accordingly, they are classified in liabilities and measured at inception
and on an ongoing basis at fair value. Fair value of the warrants was measured using the Black-Scholes-Merton valuation technique
and in applying this technique we were required to develop certain subjective assumptions which are listed in more detail below.



Premiums on the secured convertible debentures arose from initial
recognition at fair value, which is higher than face value. Discounts arose from initial recognition at fair value, which is lower
than face value. Premiums and discounts are amortized through credits and debits to interest expense over the term of the debt
agreement.



18







Direct financing costs were allocated to the financial instruments
issued (hybrid debt and warrants) based upon their relative fair values. Amounts related to the hybrid debt are recorded as deferred
finance costs and amortized through charges to interest expense over the term of the arrangement using the effective interest method.
Amounts related to the warrants were charged directly to income because the warrants were classified in liabilities, rather than
equity, as described above. Direct financing costs are amortized through charges to interest expense over the term of the debt
agreement.



Note 6 – Redeemable Preferred
Stock



Securities Option Agreement:



On June 30, 2012, we executed Securities
Option Agreement with Vicis Capital Master Fund (“Vicis”) whereby Vicis grants us an option to purchase and redeem
the securities and debentures held by Vicis. The option becomes exercisable on the date that all principal and accrued interest
on all debentures has been paid in full, and may be exercised at any time after initial exercise date through and including December
31, 2013 (expiration date).



Upon exercise of the “option”
the redemption price for the securities shall be an amount equal to $16,000,000 minus the sum of principal and accrued interest
paid.



In addition, upon exercise of the option,
any and all unpaid dividends on the securities shall be surrendered and cancelled without payment of additional consideration.



|Redeemable preferred stock consists of the following as of:                                                                                                                                                                                                                  |  | June 30, 2012 |            |   | December 31, 2011 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | -
|                                                                                                                                                                                                                                                                             |  |               |            |   |                   |  
|Series A Convertible Preferred Stock, par value $0.001 per share, stated value $10,000 per share; 500 shares issued and outstanding at June 30, 2011; redemption value $5,000,000, and 500 shares issued and outstanding at September 30, 2010; redemption value $5,000,000. |  |               |            |   |                   |  
|Initial carrying value                                                                                                                                                                                                                                                       |  | $             | 13,246,609 |   |                   | $
|Accumulated accretion                                                                                                                                                                                                                                                        |  |               | (5,108,240 | ) |                   |  
|Carrying values                                                                                                                                                                                                                                                              |  | $             | 8,138,369  |   |                   | $



Our Series A Convertible Preferred Stock became mandatorily
redeemable for cash of $5,000,000 on June 30, 2011. On that date, after negotiations with our preferred investors, we modified
the underlying Certificate of Designation solely to extend the mandatory redemption date to July 1, 2013 (extended to December
31, 2013). In considering all facts and circumstances, including the changes in future cash flows and the fair value of the embedded
conversion feature, we concluded that the modification to the Series A Convertible Preferred Stock was substantial, thus warranting
accounting analogous to extinguishment accounting for debt wherein the fair value of the amended contracts replace the carrying
value of the original contracts. The difference between those two amounts in the case of preferred stock is recorded in stockholders
equity.



We first accreted the Series A Convertible to the June 30, 2011
redemption date with a charge to paid-in capital (in the absence of accumulated earning) in the amount of $2,442,686. The accretion
adjustment resulted in a carrying value of our redeemable preferred stock in the amount of $5,000,000. We then adjusted the compound
embedded derivative that had been carried in liabilities at fair value on the modification date, which resulted in a reduction
credit of $2,500,000 and was recorded in income. The derivative fair value adjustment resulted in a carrying value of $8,800,000.
Therefore, the combined carrying value of the Series A Convertible Preferred immediately preceding the modification amounted to
$13,800,000. We computed the fair value using a combination of the forward cash flow, at risk adjusted discount rates, plus the
fair value of the embedded conversion feature using Monte Carlo Simulation (“MCS”) techniques. The value of the preferred
stock on this basis amounted to $13,246,609. As a result, our calculation of the extinguishment resulted in a credit to paid-in
capital in the amount of $553,391.



The discount rate that we used to present value future cash
flows from the modified preferred stock amounted to 7.75%. This rate was developed using bond curves for companies with similar
high-risk credit ratings, plus a risk free rate of 0.50% representing the yield on zero coupon government securities with two year
remaining terms. Material inputs into the MCS included volatilities ranging from 89.9% to 105.3%, a market interest rate equal
to the contractual coupon of 12%, and credit adjusted yields ranging from 7.19% to 7.75%.



19







By way of background, on February 24, 2010, we designated 500
shares of our authorized preferred stock as Series A Convertible Preferred Stock; par value $0.001 per share, stated value $10,000
per share (“Preferred Stock”). The Preferred Stock is redeemable for cash on June 30, 2011 at the stated value, plus
accrued and unpaid dividends. Dividends accrue, whether or not declared, at a rate of 12% of the stated value. The Preferred Stock
is convertible into common stock at the holder’s option at $0.25 based upon the stated value (20,000,000 linked common shares).
Such conversion rate is subject to adjustment for traditional reorganizations and recapitalization and in the event that we sell
common stock or other equity-linked instruments below the conversion price. Holders of the Preferred Stock are entitled to a preference
equal to the stated value, plus accrued and unpaid dividends. While the Preferred Stock is outstanding, holders vote the number
of indexed common shares.



We sold 300 shares of Series A Preferred on February 24, 2010,
with warrants to purchase 12,000,000 shares of our common stock for proceeds of $3,000,000. We sold 200 shares of Series A Preferred
on October 25, 2010, with warrants to purchase 8,000,000 shares of our common stock for proceeds of $2,000,000.



Our accounting for the Preferred Stock and warrant financing
transaction required us to evaluate the classification of the embedded conversion feature and the warrants. As a prerequisite to
establishing the classification of the embedded conversion option, we were required to determine the nature of the hybrid Preferred
Stock contract based upon its risks as either a debt-type or equity-type contract. The presence of the mandatory cash redemption
and the requirement to accrue dividends were persuasive evidence that the Preferred Stock was more akin to a debt than an equity
contract, with insufficient evidence to the contrary (e.g. voting privilege). Given that the embedded conversion feature, when
evaluated as embodied in a debt-type contract, did not meet the definition for an instrument indexed to a company’s own stock,
the embedded conversion feature required bifurcation and classification in liabilities, at fair value. Similarly, the warrants
did not meet the definition for an instrument indexed to a company’s own stock, resulting in their classification in liabilities,
at fair value.



The following table reflects the allocation
of the purchase price on the financing date:



|Allocation:                                              |  | October 25, 2010 |           |  | February 24, 2010 |  
|-------------------------------------------------------- |  | ---------------- | --------- |  | ----------------- | -
|Redeemable preferred Stock                               |  | $                | 624,000   |  |                   | $
|Warrants                                                 |  |                  | 936,000   |  |                   |  
|Compound embedded derivative                             |  |                  | 440,000   |  |                   |  
|Derivative loss, included in derivative income (expense) |  |                  | —         |  |                   |  
|                                                         |  | $                | 2,000,000 |  |                   | $



Warrants issued with the February 24, 2010 financing were valued
on the financing date using the Black-Scholes-Merton valuation technique. Significant assumptions were as follows: Market value
of underlying, using the trading market of $0.58; expected term, using the contractual term of 5.0 years; market volatility, using
a peer group of 90.20%; and, risk free rate, using the yield on zero coupon government instruments of 2.40%. Warrants issued with
the October 25, 2010 financing were valued on the financing date and subsequently using Binomial Lattice. Significant assumptions
were as follows: Market value of the underlying, using the trading market of $0.26; market volatility, using a peer group ranged
from 76.06% to 99.78% with an equivalent volatility of 89.40%; and risk free rate using the yield on zero coupon government instruments
ranging from 0.12% to 2.01% with an equivalent rate of 0.66%. The implied expected life of the warrant is 4.7 years.



The compound embedded derivative was valued using the Monte
Carlo Simulations (“MCS”) technique. The MSC technique is a generally accepted valuation technique for valuing embedded
conversion features in hybrid convertible notes, because it is an open-ended valuation model that embodies all significant assumption
types, and ranges of assumption inputs that management of the Company believe would likely be considered in connection with the
arms-length negotiation related to the transference of the instrument by market participants. However, there may be other circumstances
or considerations, other than those addressed herein, that relate to both internal and external factors that would be considered
by market participants as it relates specifically to the Company and the subject financial instruments.



Given its redeemable nature, we are required to classify our
Series A Preferred Stock outside of stockholders’ equity. Further, the inception date carrying value is subject to accretion
to its ultimate redemption value over the term to redemption, using the effective method. During the period from its issuance to
September 30, 2010, we accreted $224,969, which was reflected as a charge to paid-in capital in the absence of accumulated earnings.



20







Note 7 – Derivative Financial
Instruments



On June 30, 2011, our investors agreed to modifications of our
Series A Preferred Stock and our Series D Warrants that provided for reclassification of the derivatives to stockholder’s
equity or, in the case of the preferred stock, redeemable preferred stock. The components of our derivative liabilities consisted
of the following at June 29, 2011 (the last closing prices available prior to the modifications) and September 30, 2010:



|                                                                                  |  | June 29, 2011  |            |  |            |  
|--------------------------------------------------------------------------------- |  | -------------- | ---------- |  | ---------- | -
|Derivative Financial Instrument                                                   |  | Indexed Shares |            |  | Fair Value |  
|                                                                                  |  |                |            |  |            |  
|Compound Derivative Financial Instruments:                                        |  |                |            |  |            |  
|February 24, 2010 Secured Convertible Debentures                                  |  |                | 19,995,092 |  |            | $
|February 24, 2010 Series A Convertible Preferred Stock                            |  |                | 12,000,000 |  |            |  
|October 24, 2010 Series A Convertible Preferred Stock                             |  |                | 8,000,000  |  |            |  
|                                                                                  |  |                |            |  |            |  
|Warrants (dates correspond to financing):                                         |  |                |            |  |            |  
|February 24, 2010 Series D warrants, issued with the preferred financing (Note 7) |  |                | 12,000,000 |  |            |  
|February 24, 2010 Series D warrants, issued with the exchange (Note 8)            |  |                | 16,800,000 |  |            |  
|October 25, 2010 Series D warrants, issued with the financing (Note 7)            |  |                | 8,000,000  |  |            |  
|Financing warrants issued to brokers                                              |  |                | 2,160,000  |  |            |  
|Total                                                                             |  |                | 78,955,092 |  |            | $



On January 11, 2011, certain warrants previously issued to brokers
and that were linked to 2,160,000 shares of our common stock were modified to remove provisions that could result in adjustments
to the exercise prices if we sold common shares or common share linked contracts at a per share price that was less than the exercise
price of these warrants. As a result of this modification, these warrants no longer require liability classification and measurement
at fair value. On the modification date we adjusted these warrants to their fair values with a charge to income and reclassified
the balance, amounting to $274,200 to paid-in capital. On June 30, 2011, warrants linked to 36,800,000 shares of our common stock
were modified to remove provisions that could result in adjustments to the exercise prices if we sold common shares or common share
linked contracts at a per share price that was less than the exercise price of these warrants. As a result of this modification,
these warrants no longer require liability classification and measurement at fair value. On the modification date we adjusted these
warrants to their fair values with a charge to income and reclassified the balance, amounting to $6,689,600 to paid-in capital.



The following table reflects the activity
in our derivative liability balances from October 1, 2010 to December 31, 2011:



|                                     |  | Compound |            |   | Warrants |   |            | Total | 
|------------------------------------ |  | -------- | ---------- | - | -------- | - | ---------- | ----- | 
|Balances at October 1, 2010          |  | $        | 3,680,794  |   |          | $ | 2,224,828  |       | 
|Issuances                            |  |          | 936,000    |   |          |   | 440,000    |       | 
|Conversion and redemption            |  |          | —          |   |          |   | —          |       | 
|Unrealized derivative (gains) losses |  |          | 618,764    |   |          |   | (512,988   | )     | 
|Balances at December 31, 2010        |  |          | 5,235,558  |   |          |   | 2,151,840  |       | 
|                                     |  |          |            |   |          |   |            |       | 
|Reclassifications                    |  |          | —          |   |          |   | (274,200   | )     | 
|Unrealized derivative (gains) losses |  |          | 17,376,491 |   |          |   | 4,883,960  |       | 
|Balances at March 31, 2011           |  |          | 22,612,049 |   |          |   | 6,761,600  |       | 
|Conversion and redemption            |  |          | (8,797,840 | ) |          |   | —          |       | 
|Reclassifications                    |  |          | (8,800,000 | ) |          |   | (6,689,600 | )     | 
|Unrealized derivative (gains) losses |  |          | (5,014,209 | ) |          |   | (72,000    | )     | 
|Balances at December 31, 2011        |  | $        | —          |   |          | $ | —          |       | 



21







Effective on January 1, 2011, we changed our method for valuing
our derivative warrants from a Black-Scholes Merton Model, adjusted to give effect to the anti-dilution features (the Noreen Wolfson
Model) to Binomial Lattice. Binomial Lattice was considered by our management to be more appropriate because it both provides for
early exercise scenarios and incorporates the down-round anti-dilution protection possibilities that could arise in early exercise
scenarios.



The following table reflects the activity
in our derivative liability balances from October 1, 2009 to March 31, 2012:



|                                     |  | Compound |            |   | Warrants |   |            | Total | 
|------------------------------------ |  | -------- | ---------- | - | -------- | - | ---------- | ----- | 
|Balances at October 1, 2009          |  | $        | —          |   |          | $ | 1,327,272  |       | 
|Accounting change                    |  |          | 1,865,600  |   |          |   | —          |       | 
|Effect of exchange transaction       |  |          | 1,158,382  |   |          |   | —          |       | 
|Issuances                            |  |          | 4,260,000  |   |          |   | 5,062,800  |       | 
|Conversion and redemption            |  |          | —          |   |          |   | —          |       | 
|Unrealized derivative (gains) losses |  |          | (3,603,188 | ) |          |   | (4,165,244 | )     | 
|Balances at December 31, 2011        |  | $        | 3,680,794  |   |          | $ | 2,224,828  |       | 



Effective on October 1, 2009, we adopted Emerging Issues Task
Force Consensus No. 07-05 Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF
07-05”). EITF 07-05 amended previous guidance related to the determination of whether equity-linked contracts, such as our
convertible debentures, meet the exclusion to bifurcation and derivative classification of the respective embedded conversion feature.
Under EITF 07-05, the embedded conversion option was no longer exempt from bifurcation and derivative classification because the
conversion option was subject to adjustments that are not allowable under the new standard. We have accounted for the change as
a change in accounting principle where the derivative liability in the amount of $1,865,600 was established and the cumulative
effect, which amounted to $872,319, was charged to our opening accumulated deficit on October 1, 2009.



As more fully discussed in Note 6, on February 24, 2010, we
exchanged our convertible debentures for newly issued convertible debentures. This amount represents the change in the fair value
of the compound embedded derivatives between the old and new debentures, which in part arose from the capitalization of accrued
interest and in part arose from other changes to the debentures. As further noted in Note 6, the exchange transaction gave rise
to the extinguishment of the old debentures, and therefore the compound derivative, due to the substantive nature of these changes.
Since an extinguishment is recorded by replacing the carrying value of the old debentures with the fair value of the new debentures,
with a charge to expense for the difference, this amount is included in the extinguishment loss that we recorded in connection
with the exchange.



Fair Value Considerations



We adopted the provisions of ASC 820 Fair Value Measurements
and Disclosures(“ASC 820”) with respect to our financial instruments. As required by ASC 820, assets and liabilities
measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value
measurement. Our derivative financial instruments which are required to be measured at fair value on a recurring basis under of
ASC 815 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little
or no market activity and that are significant to the fair value of the assets or liabilities.



We selected the Monte Carlo Simulations valuation technique
to fair value the compound embedded derivative because we believe that this technique is reflective of all significant assumption
types, and ranges of assumption inputs, that market participants would likely consider in transactions involving such types of
derivatives while the financial instruments were outstanding. Such assumptions include, among other inputs, interest risk assumptions,
credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility
and risk free rates. On June 29, 2011, we valued the compound embedded derivatives at intrinsic value since there was no or no
material remaining time value associated with mature or near mature financial instruments.





22











|                                                                        |  | June 29, |      |  | September 30, |   |            | June 30, | 
|----------------------------------------------------------------------- |  | -------- | ---- |  | ------------- | - | ---------- | -------- | 
|                                                                        |  | 2011     |      |  | 2010          |   |            | 2010     | 
|Quoted market price of our common stock                                 |  | $        | 0.69 |  |               | $ | 0.25       |          | 
|Contractual conversion rate                                             |  | $        | 0.25 |  |               | $ | 0.25       |          | 
|Implied expected term (years)                                           |  |          | NA   |  |               |   | 0.59—0.92  |          | 
|Market volatility:                                                      |  |          |      |  |               |   |            |          | 
|Range of volatilities                                                   |  |          | NA   |  |               |   | 134%-160   | %        | 
|Equivalent volatility                                                   |  |          | NA   |  |               |   | 145%—152   | %        | 
|Market-risk adjusted interest rate:                                     |  |          |      |  |               |   |            |          | 
|Range of rates                                                          |  |          | NA   |  |               |   | 12.0       | %        | 
|Equivalent market-risk adjusted interest rate                           |  |          | NA   |  |               |   | 12.0       | %        | 
|Credit-risk adjusted yield rate:                                        |  |          |      |  |               |   |            |          | 
|Range of rates                                                          |  |          | NA   |  |               |   | 7.5%-8.0   | %        | 
|Equivalent credit-risk adjusted yield rate                              |  |          | NA   |  |               |   | 7.7        | %        | 
|Risk-free rates using yields on zero coupon US Treasury Security rates: |  |          |      |  |               |   |            |          | 
|Range of rates                                                          |  |          | NA   |  |               |   | 0.27%-0.64 | %        | 



The warrants are valued using the Binomial Lattice Valuation
technique on June 30, 2011 and Black-Scholes-Merton (“BSM”) valuation methodology on September 30, 2010, adjusted to
give effect to the anti-dilution features, because that model embodies all of the relevant assumptions that address the features
underlying these instruments. Significant assumptions were as follows as of June 30, 2011 and September 30, 2010:



|June 29, 2011 (Assumptions for BD Warrants are January 11, 2011) |  | Series D Warrants |            |   | BD Warrants |  |   | BD Warrants | 
|---------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------- |  | - | ----------- | 
|Contractual strike price                                         |  | $                 | 0.50       |   |             |  | — |             | 
|Adjusted strike price (for anti-dilution)                        |  | $                 | 0.69       |   |             |  | — |             | 
|Term to expiration                                               |  |                   | 3.6-4.3    |   |             |  | — |             | 
|Implied expected life                                            |  |                   | 3.6-4.3    |   |             |  | — |             | 
|Volatility range                                                 |  |                   | 94%-114    | % |             |  | — |             | 
|Effective volatility                                             |  |                   | 107%-107   | % |             |  | — |             | 
|Risk-free rate ranges                                            |  |                   | 0.02%-1.47 | % |             |  | — |             | 
|Effective risk free rates                                        |  |                   | 0.42%-0.51 | % |             |  | — |             | 



|September 30, 2010       |  | Series D Warrants |       |   | BD Warrants |   |              | BD Warrants | 
|------------------------ |  | ----------------- | ----- | - | ----------- | - | ------------ | ----------- | 
|Contractual strike price |  | $                 | 0.50  |   |             | $ | 0.25         |             | 
|Adjusted strike price    |  | $                 | 0.43  |   |             | $ | 0.23         |             | 
|Volatility               |  |                   | 107.9 | % |             |   | 111.5%-116.7 | %           | 
|Term to expiration       |  |                   | 4.40  |   |             |   | 3.33—4.00    |             | 
|Risk-free rate           |  |                   | 1.27  |   |             |   | 0.64-1.27    |             | 
|Dividends                |  |                   | —     |   |             |   | —            |             | 



Note 8 - Commitment and Contingencies



Leases



Our principal executive offices were located at 1100 NW 163rd
Drive, Miami, Florida 33169.  Our offices consisted of approximately 3,500 square feet. Our lease was extended on June
1st, 2011 for a term of 1 year, and terminated on May 31, 2012. The facility was suitable for our purposes.



On August 8, 2011 we purchased an existing building located
at 1080 NW 163rd Drive, Miami Gardens, Florida 33169, to be used as our corporate offices and operational center. The
building, a 21,675 square foot free standing structure, was purchased for $2,700,000 from Core Development Holdings Corporation,
which entity has no relationship to the Company. During the month of May 2012 we completed our relocation to our new building.
At this time our entire operations are functioning within our new facility.



23







Note 9 – Related Party Transactions – None.



Note 10 - Subsequent Events



2012 Stock Option Plan



On July 25, 2012, Nettalk adopted our 2012
Stock Option Plan (the "Plan") which is intended to advance the interests of the Company’s
shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of such persons with those of the Company’s shareholders. All
of the Company’s employees, officers, and directors, and those Company’s consultants and advisors (i) that are natural
persons and (ii) who provides bona fide services to the Company not connected to a capital raising transaction or the promotion
or creation of a market for the Company’s securities, are eligible to be granted options or restricted stock awards
under the Plan. The maximum aggregate number of shares of the Company’s common stock that may be issued under the
Plan is 5,000,000 shares of the Company’s common stock.



On July 25, 2012, we issued 471,500 shares
of common stock as part of our 2012 Stock Option Plan. The shares are compensatory in nature and are fully vested. We have valued
the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



2011 Stock Option Plan



On July 25, 2012, we issued 1,028,500 shares
of common stock as part of our 2011 Stock Option Plan. The shares are compensatory in nature and are fully vested. We have valued
the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



24







Item 2 – Management Discussion and Analysis of Financial
Conditions and Results of Operations



Our Management’s Discussion and Analysis should be read
in conjunction with our financial statements included in this report.



Forward Looking
Statements



Certain statements contained in this Form 10-Q and other written
material and oral statements made from time to time by us do not relate to historical or current facts.  As such, they
are referred to as “forward-looking statements,” which are intended to convey our expectations or predictions regarding
the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating
results. These forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context
of our current business plan and information currently available to us and in light of our experience and perceptions of historical
trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances.
You can generally identify forward-looking statements through words and phrases such as “ seek, ” “ anticipate,
” “ believe, ” “ estimate, ” “ expect, ” “ intend, ” “ plan, ”
“ budget, ” “ project, ” “ may be, ” “ may continue, ” “ may likely result,
” and similar expressions. When reading any forward looking statement, you should remain mindful that actual results or developments
may vary substantially from those expected as expressed in or implied by that statement for a number of reasons or factors, such
as those relating to:



| | ● | our ability to develop sales and marketing capabilities;
| | - | --------------------------------------------------------



| | ● | the accuracy of our estimates and projections;
| | - | ----------------------------------------------



| | ● | our ability to fund our short-term and long-term financing needs;
| | - | -----------------------------------------------------------------



| | ● | changes in our business plan and corporate strategies; and other risks and uncertainties discussed in greater detail in the
sections of this prospectus, including the section captioned “Plan of Operation”.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Each forward-looking statement should be read in context with,
and with an understanding of, the various other disclosures concerning our Company and our business made elsewhere in this prospectus,
as well as other public reports filed with the SEC. You should not place undue reliance on any forward-looking statement as a prediction
of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this report
to reflect new events or circumstances unless and to the extent required by applicable law.



Background



Company and Business



We are a telephone company, which provides, sells and supplies
commercial and residential telecommunication services, including services utilizing voice over internet protocol (“VoIP”)
technology, session initiation protocol (“SIP”) technology, wireless fidelity technology, wireless maximum technology,
marine satellite services technology and other similar type technologies. Our main products are the “DUO” and the “DUO
WIFI”. The DUO WIFI and DUO II are presently sold and distributed to our customers. These products are analog telephone adapters
that provide connectivity for analog telephones and faxes to home, home office or corporate local area networks (“LAN”).
The DUO WIFI allows users to use these services without an Ethernet cable plugged into the device.



Our DUO and DUO WIFI and their related services are cost effective
solution for individuals, small businesses and telecommuters connecting to any analog telephone, fax or private branch exchange
(“PBX”).  Our DUO and DUO WIFI provide a USB port, one Ethernet port and one analog telephone port. The DUO
WIFI additionally provides a wireless chip so that users can connect to the device over WIFI hotspots. A full suite of internet
protocol features is available to maximize universal connectivity. In addition, analog telephones attached to our DUO and DUO WIFI
are able to use advanced calling features such as call forwarding, caller ID, 3-way calling, call holding, call retrieval and call
transfer.



25







History and Overview



We are a Florida corporation, incorporated
on May 1, 2006 under the name Discover Screens, Inc. (“Discover Screens”).



Prior to September 10, 2008, we were known as Discover
Screens, a company dedicated to providing advertising through interactive, audiovisual, information and advertising portals located
in high-traffic indoor venues. Our name and business operations changed in a series of transactions beginning in December of 2007.



On September 10, 2008, we changed
our name from Discover Screens, Inc. to Net Talk.com, Inc.



On September 10, 2008, we acquired certain tangible and
intangible assets, formerly owned by Interlink Global Corporation (“Interlink”), directly from Interlink’s creditor
who had seized the assets pursuant to a Security and Collateral Agreement.



Plan of Operation



We provide, sell and supply commercial and residential telecommunication
services, including services utilizing voice over internet protocol (“VoIP”) technology, session initiation protocol
(“SIP”) technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology
and other similar type technologies. We are developing our business infrastructure and new products and services.



Our Products



At this time, our main products are the
DUO and DUO WIFI. Our DUO and DUO WIFI are designed to provide specifications unique to each customer’s existing equipment.
They allow the customer full mobile flexibility by being able to take internet interface anywhere the customer has an internet
connection. Our DUO and DUO WIFI both have the following features:



| |  | A Universal Serial Bus (“USB”) connection allowing the
    interconnection of our DUO and DUO WIFI to any host computer.                                                                  
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                           
| |  | In addition to the USB power source option, our DUO and DUO WIFI have an external power
    supply allowing the phone to independently power itself when not connected to a host computer;



| |  | Unlike most VoIP telephone systems, our DUO and DUO WIFI both have standalone
    feature allowing them to be plugged directly into a standard internet connection.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our DUO and DUO WIFI are compact, space-efficient products.
| |  | -----------------------------------------------------------



Our DUO and DUO WIFI both have interface
components so that the customer can purchase multiple units that can communicate with each other allowing simultaneous ringing
from multiple locations.



Our products are portable and allow our
customers to make and receive phone calls with a telephone anywhere a broadband internet connection is available.  We
transmit the calls using Voice over Internet Protocol “VOIP” technology, which converts voice signals into digital
data transmissions over the internet.



Our Services



Our business is to provide products and services that utilize
Voice Over Internet Protocol, which we refer to as “VoIP.” VoIP is a technology that allows the consumer to make telephone
calls over a broadband internet connection instead of using a regular (or analog) telephone line. VoIP works by converting the
user’s voice into a digital signal that travels over the internet until it reaches its destination. If the user is calling
a regular telephone line number, the signal is converted back into a voice signal once it reaches the end user. Our business model
is to develop and commercialize software technology solutions for cost effective, real-time communications over the internet and
related services.



Patents – Domestic and International



Our products are currently under US patent pending as well as
International patent pending in over 123 countries.



26







Government Regulation



As a telecommunications supplier, we are
subject to extensive government regulation. The majority of our government regulation comes from the Federal Communications Commission
(the “FCC”).



Telecommunications is an area of rapid
regulatory change. Changes in the laws and regulations and new interpretations of existing laws and regulations may affect permissible
activities, the relative costs associated with doing business and amounts paid to us for our services. We cannot predict the future
of federal, state and local regulations or legislation, including FCC regulations.



Federal Communications Commission (“FCC”)
regulation



The FCC is an independent United States government agency. The
FCC was established by the Communications Act of 1934 and is charged with regulating interstate and international communications
by radio, television, wire, satellite and cable. The FCC’s jurisdiction covers all fifty states, the District of Columbia
and U.S. possessions.



The FCC works to create an environment promoting competition
and innovation to benefit communications customers. Where necessary, the FCC has acted to ensure VoIP providers comply with important
public safety requirements and public policy goals.



Interconnected VoIP providers must comply with the Commission’s
Telecommunications Relay Services (TRS) requirements, including contributing to the TRS Fund used to support the provision of telecommunications
services to persons with speech or hearing disabilities, and offering 711 abbreviated dialing for access to relay services. Interconnected
VoIP providers and equipment manufacturers also must ensure that, consistent with Section 255 of the Communication Act, their
services are available to and usable by individuals with disabilities, if such access is readily achievable.



Finally, the FCC now requires interconnected VoIP providers
and telephone companies that obtain numbers from them to comply with Local Number Portability (LNP) rules. These rules allow telephone,
and now VoIP, subscribers that change providers to keep the subscribers telephone numbers provided that they stay in the same geographic
area. VoIP providers must also contribute to funds established to share LNP and numbering administrative costs among all telecommunications
providers benefiting from these services.



The FCC monitors and investigates complaints against VoIP providers
and, if necessary, can bring enforcement actions against VoIP providers that do not comply with applicable regulations.



Federal CALEA



On August 5, 2005, the Federal Communication Commission (the
FCC) released an Order extending the obligation of the Communication Assistance for Law Enforcement Act (“CALEA”) to
interconnect VOIP providers. Under CALEA , telecommunication carriers must assist law enforcement in executing electronic surveillance,
which includes the capability of providing call content and call identifying information to local enforcement agencies, or LEA,
pursuant to a court order or other lawful authorization.



The FCC required all interconnect VOIP providers to become CALEA
compliant by May 14, 2007. To date, we are fully compliant with CALEA.



State Telecommunication Regulation



We are also registered with the Florida Public Utilities Commission
as a Competitive Local Exchange Carrier (“CLEC”) and Interexchange (“IXC”) Carrier.



In Florida, a “competitive local exchange carrier”
is defined as any company, other than an incumbent local exchange company, certificated by the Public Service Commission to provide
local exchange telecommunication services in the state of Florida on or after July 1, 1995. CLEC companies providing services
in Florida after July 1, 1995, must be certificated by the Florida Public Service Commission, and competitive local exchange
companies are required to file a price list specifying their rates and charges for basic local telecommunication services.



27







Florida, as well as other states, also regulates providers of
Interexchange Telecommunications (“IXC”). The Florida Public Service Commission includes the following as examples
of IXC providers: (1) operator service providers; (2) resellers; (3) switchless re-billers; (4) multi-location
discount aggregators; (5) prepaid debit card providers; and (5) facilities based interexchange carriers. Section 364.02(13)
of the Florida Statutes requires IXCs to provide current contact information and a tariff to the Florida Public Service Commission.



We have been granted and or are applying for Competitive Local
Exchange Carrier (“CLEC”) Licenses in forty three states, as follows:



|Alabama     | Hawaii   | Massachusetts | New York       | Utah            
|----------- | -------- | ------------- | -------------- | ----------------
|Arizona     | Idaho    | Michigan      | North Carolina | Vermont         
|Arkansas    | Illinois | Minnesota     | North Dakota   | Washington, D.C.
|California  | Indiana  | Missouri      | Ohio           | Washington      
|Colorado    | Iowa     | Montana       | Oregon         | West Virginia   
|Connecticut | Kansas   | Nebraska      | Pennsylvania   | Wisconsin       
|Delaware    | Kentucky | Nevada        | South Carolina | Wyoming         
|Florida     | Maine    | New Jersey    | South Dakota   |                 
|Georgia     | Maryland | New Mexico    | Texas          |                 



The law relating to regulation of VoIP technology is in a flux.
In recent court cases, other VoIP providers have challenged whether state regulations can be applied to VoIP technology or whether
such regulation has been preempted by the Telecommunications Act of 1996 and other Federal laws. At least one of our competitors
has successfully fought the application of state laws to VoIP technology. However, to be cautious, we will continue to obtain a
competitive local exchange carrier license from each state in which we conduct business. An added advantage of obtaining a
CLEC license from each state is that we can obtain an operational carrier number from the North American Numbering Plan Administration.
The operational carrier number will allow us to assign our customers telephone numbers in the area code in which they reside.



Marketing



We have developed direct sales channels,
as represented by web sites and toll free numbers. Our direct sales channels are supported by highly integrated advertising campaigns
across multiple media such as infomercials, television and other media channels. Our website iswww.nettalk.com,
our telephone number is (305) 621-1200 and our fax number is (305) 621-1201.



Our primary source of revenue is the sale and distribution of
our DUO, DUO WIFI and DUO IIproducts. We also generate revenue from the sale of accessories to our product and international long
distance monthly charges that are billed to our customers.



Advertising



Our goal is to position ourselves as a premier supplier of choice
for VoIP services. Our current business strategy is to focus our advertising dollars on our home market in South Florida. Our advertising
will consist of mass marketing campaigns focusing on television infomercials for the South Florida market and other states including
cable television channels.



Customers



Our customers are made up of residential and small businesses.
We anticipate that future services will appeal to our existing customers and hope that our additional phone products and services
will provide a complete phone package experience to our customers.



Our target audience is individual consumers and small businesses
looking to lower their current cost of telecommunications. We are also reaching a large audience with our websites. We hope that
consumers will find our websites by doing an internet search for VoIP service providers. We also use other means of advertising
such as direct to consumer sales, eCommerce and wholesale sales to retail stores.



28







Geographic Markets



Our primary geographic market is our home market of South Florida.
Our target audience is individual consumers and small businesses looking to lower their current cost of telecommunications. We
also expect to reach a large audience with our websites. We hope that consumers will find our websites by doing an internet search
for VoIP service providers. We will also use other means of advertising such as direct to consumer sales, ecommerce and wholesale
sales to retail stores.



Results of Operations

Three months ended June 30, 2012 compared to three months
ended June 30, 2011



Revenues: Our revenues amounted to $1,495,676 and $589,257
for the three months ended June 30, 2012, and 2011, respectively. The increase in revenues relates to increase in sales activities
due to market penetration and new sales to large retailers.



Cost of sales: Our cost of sales amounted to $1,604,999
and $417,123 or the three months ended June 30, 2012, and 2011, respectively. The increase in cost of sales relates to increase
in sales activities due to market penetration and new sales to large retailers.



Gross margin:Our gross margin amounted to $(109,323)
and $172,134for the three months ended June 30, 2012 and 2011, respectively. Our gross margin remains negative due to economies
of scale. We expect our per unit manufacturing cost to reduce over time consistent with sales as we take advantages of economies
of scale, Further, we are working with call terminating vendors to reduce our price per minute costs, which we expect to be much
lower as we expand our subscriber base and take advantage of economies of scale and other opportunities.



Advertising and marketing:Our advertising and marketing
expenses amounted to $271,600 and $612,046 for the three months ended June 30, 2012 and 2011, respectively. The breakdown of our
advertising expense is as follows:



|                                        |  | June 30, |        
|--------------------------------------- |  | -------- | -------
|                                        |  | 2012     |        
|                                        |  |          |        
|Media and others                        |  | $        | 235,960
|Smartphone application costs (branding) |  |          | 35,640 
|Total                                   |  | $        | 271,600



Smartphone Application: We released our Smartphone application
during December of 2010. The smart phone application continues to be one of the top downloaded apps in Canada. We had more than
600,000 users of our application at June 30, 2012.



Compensation and Benefits: Our compensation and benefits
expense amounted to $501,212 and $325,796 for the three months ended June 30, 2012 and 2011, respectively. This amount represents
normal salaries and wages paid to management members and employees including marketing and administrative functions. We continue
to increase our technical staff by hiring IT engineers and software developers.



Professional Fees: Our professional fees amounted to
$125,447 and $83,469 for the three months ended June 30, 2012 and 2011, respectively. This amount includes normal payments and
accruals for legal, accounting and other professional services. Our costs associated with legal and accounting fees will remain
higher than historical amounts because, as a reporting company, we are required to comply with the reporting requirements of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”). This involves the preparation and filing of the
quarterly and annual reports required under the Exchange Act as well as other reporting requirements under the Exchange Act.



We will also incur additional expenses associated with the services
provided by our transfer agent. In addition, to the work we are presently doing, we will need to focus our time and energy to complying
with the Exchange Act. This will detract from our ability and efforts to develop and market our products and services. We anticipate
incurring these additional expenses related to being a public company without receiving a substantial increase in revenues associated
with this undertaking.



29







Depreciation and Amortization: Depreciation and amortization
amounted to $64,954 and $91,792 for the three months ended June 30, 2012 and 2011, respectively. These amounts represent amortization
of our long-lived tangible and intangible assets using straight-line methods and lives commensurate with the assets’ remaining
utility. Our long-lived assets, both tangible and intangible, are subject to annual impairment review, or more frequently if circumstances
so warrant. During the three months ended June 30, 2012, we did not calculate or record impairment charges. However, negative trends
in our business and our inability to meet our projected future results could give rise to impairment charges in future periods.



Research and Development and Software Costs:We expense
research and development expenses, as these costs are incurred. We account for our offering-related software development costs
as costs incurred internally in creating a computer software product and are charged to expense when incurred as research and development
until technological feasibility has been established for the product. Technological feasibility is established upon completion
of a detail program design or, in its absence, completion of a working model. At this time our main products are being sold in
the market place. Therefore, research and development cost reported in our financial statements relates to pre – marketing
cost and are expensed accordingly.



|                                        |  | June 30, |        
|--------------------------------------- |  | -------- | -------
|Components of research and development: |  | 2012     |        
|Product development and engineering     |  | $        | 39,888 
|Payroll and benefits                    |  |          | 290,675
|Total                                   |  | $        | 330,563



General and Administrative Expenses: General and administrative
expenses amounted to $855,148and $728,573for the three months ended June 30, 2012 and 2011, respectively, and consisted of general
corporate expenses. General corporate expenses included $53,287 in occupancy costs for the three months ended June 30, 2012 and
$74,950 for the comparable period ended June 30, 2011.



Our general and administrative expenses
are made up of the following accounts:



|                           |  | June 30, |        
|-------------------------- |  | -------- | -------
|                           |  | 2012     |        
|Commission                 |  |          | 242,303
|                           |  |          |        
|Rent and occupancy         |  |          | 53,287 
|                           |  |          |        
|Insurance                  |  |          | 55,353 
|                           |  |          |        
|Taxes and licenses         |  |          | 36,985 
|                           |  |          |        
|Telephone                  |  |          | 7,378  
|                           |  |          |        
|Travel                     |  |          | 42,486 
|                           |  |          |        
|Shipping and handling cost |  |          | 184,434
|                           |  |          |        
|Other                      |  |          | 232,792
|                           |  |          |        
|Total                      |  | $        | 855,148



30







Loss from operations: Loss from operations amounted to
$2,258,247for the three months ended June 30, 2012 compared to $1,889,675 for the three months ended June 30, 2011.



Interest Expense: Interest expense amounted to $1,612,800
and $266,130 for the three months ended June 30, 2012 and 2011 respectively. Such amount represented (i) stipulated interest under
our aggregate $4,200,000 face value convertible debentures, (ii) the related amortization of premiums and discounts and (iii) the
amortization of deferred finance costs. Aggregate premiums continue to be credited to interest expense over the term of the debentures
using the effective interest method.



Derivative income : Derivative income amounted to $0
and $5,086,209 for the three months ended June 30, 2012 and 2011, respectively. Such amount represents the change in fair value
of liability-classified warrants. Derivative financial instruments are carried as liabilities, at fair value, in our financial
statements with changes reflected in income. In addition to the liability-classified warrants, we also have certain compound derivative
financial instruments related to our $4,200,000 face value convertible debentures that had de minimus values. We are required to
adjust our warrant and compound derivatives to fair value at each reporting period. The fair value of our warrant derivative is
largely based upon fluctuations in the fair value of our common stock. The fair value of our compound derivative is largely based
upon estimates of cash flow arising from the derivative and credit-risk adjusted interest rates. Accordingly, the volatility in
these underlying valuation assumptions will have future effects on our earnings.



Debt extinguishment:Debt extinguishment amount to $3,135,235
for three months ended June 30, 2012 compared to $824,922 for the same period of June 30, 2011.



Extended maturity dates on existing
Debentures:



On June 30, 2012, we entered into an agreement to modify our
outstanding debentures solely to extend their maturity dates that originally ranged from June 30, 2012 to July 1, 2013 to December
31, 2013. There were no other material modifications to the debentures and the holders received no additional consideration to
effect the modification. As a result of these modifications, we evaluated each debenture to determine whether the maturity extension
constituted a substantial modification. Under current accounting standards, from a debtor’s perspective, a modification of
a debt instrument is deemed equivalent to the exchange of debt instruments if the present value of the cash flows under the terms
of the modified arrangement are at least 10 percent different from the present value of the remaining cash flows under the terms
of the original debt instrument. In cases where the difference in cash flows exceeds this level, extinguishment accounting is prescribed.
As a result of our calculations, we concluded that the present values, using the effective interest rates on the issuance dates,
of our face value $5,266,130, $2,000,000, and $3,500,000 debentures exceeded the substantive threshold. Accordingly, the debentures
were adjusted to their respective fair values of $6,150,160, $2,313,888, and $3,852,748 and a corresponding charge to income in
the amount of $3,135,148 representing the extinguishment loss. The fair values of the debentures were determined based upon their
future cash flows, discounted at a credit-risk adjusted market interest rate of 7.4%.



Securities Option Agreement:



On June 30, 2012, we executed Securities
Option Agreement with Vicis Capital Master Fund (“Vicis”) whereby Vicis grants us an option to purchase and redeem
the securities and debentures held by Vicis. The option becomes exercisable on the date that all principal and accrued interest
on all debentures has been paid in full, and may be exercised at any time after initial exercise date through and including December
31, 2013 (expiration date).



Upon exercise of the “option”
the redemption price for the securities shall be an amount equal to $16,000,000 minus the sum of principal and accrued interest
paid.



In addition, upon exercise of the option, any and all unpaid
dividends on the securities shall be surrendered and cancelled without payment of additional consideration.



Net income (loss): Net income (loss) amounted to $(7,006,282)
and $2,106,781 for the three months ended June 30, 2012 and 2011, respectively. Net income (loss) includes other expense items
such as: derivative income or loss associated with the valuation of debentures, embedded conversion features and warrants and debt
extinguishment expense. These items are non-cash, non-recurring and extraordinary.



31







Net loss applicable to common stockholders: The net loss
applicable to common stockholders amounted to $7,006,282and $485,905 for the three months ended June 30, 2012 and 2011, respectively.
Net loss applicable to common stockholders includes extraordinary items such as: derivative income or loss associated with the
valuation of debentures, embedded conversion features and warrants and debt extinguishment expense. These items are non-cash, non-recurring
and extraordinary.



Net loss Per Common Share:Basic income (loss) per common
share represents our income (loss) applicable to common shareholders divided by the weighted average number of common shares outstanding
during the period. Diluted income (loss) per common share gives effect to all potentially dilutive securities. We compute the effects
on diluted loss per common share arising from warrants and options using the treasury stock method or, in the case of liability
classified warrants, the reverse treasury stock method. We compute the effects on diluted loss per common share arising from convertible
securities using the if-converted method.



Results of Operations

Six months ended June 30, 2012 compared to six months ended
June 30, 2011



Revenues: Our revenues amounted to $2,551,997 and $1,201,036
for the six months ended June 30, 2012, and 2011, respectively. The increase in revenues relates to increase in sales activities
due to market penetration and new sales to large retailers.



Cost of sales: Our cost of sales amounted to $2,918,753
and $1,328,394for the six months ended June 30, 2012, and 2011, respectively. The increase in cost of sales relates to increase
in sales activities due to market penetration and new sales to large retailers.



Gross margin:Our gross margin amounted to $(366,756)
and $(127,358) for the six months ended June 30, 2012 and 2011, respectively. Our gross margin remains negative due to economies
of scale. We expect our build of material cost to reduce over time consistent with sales as we take advantages of economies of
scale, Further, we are working with call terminating vendors to reduce our price per minute costs, which we expect to be much lower
as we expand our subscriber base and take advantage of economies of scale and other opportunities.



Advertising and marketing:Our advertising and marketing
expenses amounted to $700,843 and $985,747 for the six months ended June 30, 2012 and 2011, respectively. The breakdown of our
advertising expense is as follows:



|                                        |  | June 30, |        
|--------------------------------------- |  | -------- | -------
|                                        |  | 2012     |        
|                                        |  |          |        
|Media and others                        |  | $        | 621,878
|Smartphone application costs (branding) |  |          | 78,965 
|Total                                   |  | $        | 700,843



Smartphone Application: We released our Smartphone application
during December of 2010. The smart phone application continues to be one of the top downloaded apps in Canada. We had more than
600,000 users of our application at June 30, 2012.



Compensation and Benefits: Our compensation and benefits
expense amounted to $823,208 and $430,713 for the six months ended June 30, 2012 and 2011, respectively. This amount represents
normal salaries and wages paid to management members and employees including marketing and administrative functions. We continue
to increase our technical staff by hiring IT engineers and software developers.



Professional Fees: Our professional fees amounted to
$267,082 and $161,111 for the six months ended June 30, 2012 and 2011, respectively. This amount includes normal payments and accruals
for legal, accounting and other professional services. Our costs associated with legal and accounting fees will remain higher than
historical amounts because, as a reporting company, we are required to comply with the reporting requirements of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”). This involves the preparation and filing of the quarterly
and annual reports required under the Exchange Act as well as other reporting requirements under the Exchange Act.



32







We will also incur additional expenses associated with the services
provided by our transfer agent. In addition, to the work we are presently doing, we will need to focus our time and energy to complying
with the Exchange Act. This will detract from our ability and efforts to develop and market our products and services. We anticipate
incurring these additional expenses related to being a public company without receiving a substantial increase in revenues associated
with this undertaking.



Depreciation and Amortization: Depreciation and amortization
amounted to $127,513 and $182,706 for the six months ended June 30, 2012 and 2011, respectively. These amounts represent amortization
of our long-lived tangible and intangible assets using straight-line methods and lives commensurate with the assets’ remaining
utility. Our long-lived assets, both tangible and intangible, are subject to annual impairment review, or more frequently if circumstances
so warrant. During the six months ended June 30, 2012, we did not calculate or record impairment charges. However, negative trends
in our business and our inability to meet our projected future results could give rise to impairment charges in future periods.



Research and Development and Software Costs:We expense
research and development expenses, as these costs are incurred. We account for our offering-related software development costs
as costs incurred internally in creating a computer software product and are charged to expense when incurred as research and development
until technological feasibility has been established for the product. Technological feasibility is established upon completion
of a detail program design or, in its absence, completion of a working model. At this time our main products are being sold in
the market place. Therefore, research and development cost reported in our financial statements relates to pre – marketing
cost and are expensed accordingly.



|                                        |  | June 30, |        
|--------------------------------------- |  | -------- | -------
|Components of research and development: |  | 2012     |        
|Product development and engineering     |  | $        | 57,737 
|Payroll and benefits                    |  |          | 610,219
|Total                                   |  | $        | 667,956



General and Administrative Expenses: General and administrative
expenses amounted to $1,589,181 and $1,022,565for the six months ended June 30, 2012 and 2011, respectively, and consisted of general
corporate expenses. General corporate expenses included $134,392 in occupancy costs for the six months ended June 30, 2012 and
$141,729 for the comparable period ended June 30, 2011.



Our general and administrative expenses
are made up of the following accounts:



|                           |  | June 30, |          
|-------------------------- |  | -------- | ---------
|                           |  | 2012     |          
|Bad debt expense           |  | $        | -        
|Commission                 |  |          | 422,077  
|Rent and occupancy         |  |          | 134,392  
|Insurance                  |  |          | 103,672  
|Software                   |  |          | -        
|Taxes and licenses         |  |          | 57,742   
|Telephone                  |  |          | 15,211   
|Travel                     |  |          | 112,366  
|Shipping and handling cost |  |          | 282,977  
|Other                      |  |          | 407,744  
|Total                      |  | $        | 1,509,181



Interest Expense: Interest expense amounted to $2,914,769
and $416,094 for the six months ended June 30, 2012 and 2011 respectively. Such amount represented (i) stipulated interest under
our aggregate $4,200,000 face value convertible debentures, (ii) the related amortization of premiums and discounts and (iii) the
amortization of deferred finance costs. Aggregate premiums continue to be credited to interest expense over the term of the debentures
using the effective interest method.



33







Derivative loss : Derivative loss amounted to $0 and
$17,174,242 for the six months ended June 30, 2012 and 2011, respectively. Such amount represents the change in fair value of liability-classified
warrants. Derivative financial instruments are carried as liabilities, at fair value, in our financial statements with changes
reflected in income. In addition to the liability-classified warrants, we also have certain compound derivative financial instruments
related to our $4,200,000 face value convertible debentures that had de minimus values. We are required to adjust our warrant and
compound derivatives to fair value at each reporting period. The fair value of our warrant derivative is largely based upon fluctuations
in the fair value of our common stock. The fair value of our compound derivative is largely based upon estimates of cash flow arising
from the derivative and credit-risk adjusted interest rates. Accordingly, the volatility in these underlying valuation assumptions
will have future effects on our earnings.



Debt extinguishment:Debt extinguishment amount to $3,135,235
for three months ended June 30, 2012 compared to $1,192,422 for the same period of June 30, 2011.



Extended maturity dates on existing
Debentures:



On June 30, 2012, we entered into an agreement to modify our
outstanding debentures solely to extend their maturity dates that originally ranged from June 30, 2012 to July 1, 2013 to December
31, 2013. There were no other material modifications to the debentures and the holders received no additional consideration to
effect the modification. As a result of these modifications, we evaluated each debenture to determine whether the maturity extension
constituted a substantial modification. Under current accounting standards, from a debtor’s perspective, a modification of
a debt instrument is deemed equivalent to the exchange of debt instruments if the present value of the cash flows under the terms
of the modified arrangement are at least 10 percent different from the present value of the remaining cash flows under the terms
of the original debt instrument. In cases where the difference in cash flows exceeds this level, extinguishment accounting is prescribed.
As a result of our calculations, we concluded that the present values, using the effective interest rates on the issuance dates,
of our face value $5,266,130, $2,000,000, and $3,500,000 debentures exceeded the substantive threshold. Accordingly, the debentures
were adjusted to their respective fair values of $6,150,160, $2,313,888, and $3,852,748 and a corresponding charge to income in
the amount of $3,135,148 representing the extinguishment loss. The fair values of the debentures were determined based upon their
future cash flows, discounted at a credit-risk adjusted market interest rate of 7.4%.



Net loss: Net loss amounted to $10,512,295and $22,060,296
for the six months ended June 30, 2012 and 2011, respectively.

Net loss includes extraordinary items such as: derivative income
or loss associated with the valuation of debentures, embedded conversion features and warrants and debt extinguishment expense.
These items are non-cash, non-recurring and extraordinary.



Net loss applicable to common stockholders: The net loss
applicable to common stockholders amounted to $10,512,295 and $24,652,982for the six months ended June 30, 2012 and 2011, respectively.
Net loss applicable to common stockholders includes extraordinary items such as: derivative income or loss associated with the
valuation of debentures, embedded conversion features and warrants and debt extinguishment expense. These items are non-cash, non-recurring
and extraordinary.



Net loss Per Common Share:Basic income (loss) per common
share represents our income (loss) applicable to common shareholders divided by the weighted average number of common shares outstanding
during the period. Diluted income (loss) per common share gives effect to all potentially dilutive securities. We compute the effects
on diluted loss per common share arising from warrants and options using the treasury stock method or, in the case of liability
classified warrants, the reverse treasury stock method. We compute the effects on diluted loss per common share arising from convertible
securities using the if-converted method. The effects, if anti-dilutive are excluded.



Liquidity and Capital Resources



|Statement of cash flow data:                     |  | June 30, 2012 |            |   | June 30,2011 |  
|------------------------------------------------ |  | ------------- | ---------- | - | ------------ | -
|                                                 |  |               |            |   |              |  
|Net cash provided (used) in operating activities |  | $             | (2,948,729 | ) |              | $
|Net cash provided (used) in investing activities |  |               | (190,375   | ) |              |  
|Net cash provided (used) in financing activities |  |               | 1,640,143  |   |              |  
|                                                 |  |               |            |   |              |  



34







Net cash used by operating activities of $(2,948,729) was primarily
due to operating expenses including increases in telecommunication expenses, research and development expenses for anticipated
new products, marketing expenses, travel expenses to set up facilities in China, increases in wages expenses due to new hires and
increased general and administrative expenses,



Net cash used in investing activities of $(190,375) was due
to purchase of telecommunication equipment.



Net cash of $1,640,143 provided by financing
activities was due to proceeds from 10% senior debentures in the amount of $1,450,000 and issuance of common stock under our employee
stock option plan.



On June 30, 2012, we had cash on hand of $40,432 and restricted
cash on hand of $115,259.



Our largest operating expenditures currently
consist of the following items: $300,000 per month on payroll.



Off-Balance Sheet Arrangements - NONE



Critical Accounting Policies and estimates



Our accounting policies are discussed and summarized in Note
1 to our financial statements.  The following describes our critical accounting policies and estimates.



Critical Accounting Policies



The financial information contained in our comparative results
of operations and liquidity disclosures has been derived from our financial statements. The preparation of those financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and notes. The following significant estimates were made in the preparation of our
financial statements and should be considered when reading our Management’s Discussion and Analysis:



| | ● | Impairment of Long-lived Assets: Our telecommunications equipment, other property and intangible assets are material to our
financial statements. Further, they are subject to the potential negative effects arising from technological obsolescence. We evaluate
our tangible and definite-lived intangible assets for impairment annually or more frequently in the presence of circumstances or
trends that may be indicators of impairment. Our evaluation is a two step process. The first step is to compare our undiscounted
cash flows, as projected over the remaining useful lives of the assets, to their respective carrying values. In the event
that the carrying values are not recovered by future undiscounted cash flows, as a second step, we compare the carrying values
to the related fair values and, if lower, record an impairment adjustment. For purposes of fair value, we generally use replacement
costs for tangible fixed assets and discounted cash flows, using risk-adjusted discount rates, for intangible assets. These estimates
are made by competent employees, using the best available information, under the direct supervision of our management.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Intangible assets: Our intangible assets require us
to make subjective estimates about our future operations and cash flows so that we can evaluate the recoverability of such assets.
These estimates consider available information and market indicators including our operational history, our expected contract performance,
and changes in the industries that we serve.



| | ● | Share-based payment arrangements: We currently intend to issue share-indexed payments in future periods to employees and non-employees.
There are many valuation techniques, such as Black-Scholes-Merton valuation model that we may use to value share-indexed contracts,
such as warrants and options. All such techniques will require certain assumptions that require us to develop forward-looking
information as well as historical trends. For purposes of historical trends, we may need to look to peer groups of companies and
the selection of such groups of companies is highly subjective.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Common stock valuation: Estimating the fair value of our common stock is necessary in the preparation of computations related
to acquisition, share-based payment and financing transactions. We believe that the most appropriate and reliable basis for common
stock value is trading market prices in an active market.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35







| | ● | Derivative Financial Instruments: We generally do not use derivative financial instruments to hedge exposures to cash-flow,
market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as our
secured convertible debenture and warrant financing arrangements that are either (i) not afforded equity classification, (ii) embody
risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. We are required
to carried as derivative liabilities, at fair value, in our financial statements. The fair value of share-indexed derivatives will
be significantly influenced by the fair value of our common stock (see Common Stock Valuation, above). Certain other elements of
forward-type derivatives are significantly influenced by credit-adjusted interest rates used in cash-flow analysis. Since we are
required to carry derivative financial instruments at fair value and make adjustments through earnings, our future profitability
will reflect the influences arising from changes in our stock price, changes in interest rates, and changes in our credit standing.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Revenue Recognition



We derive revenue from (i) product sales and (ii) telecom services.
All revenues are recognized in accordance with ASC 605, Revenue Recognition and SAB 104 as follows: when evidence of an arrangement
exists, in the case of products, when the product is shipped to a customer, or in the case of telecom services, when the service
is used by the consumer, when the fee is fixed or determinable and finally when we have concluded that amounts are collectible
from the customers. Shipping costs billed to customers are included as a component of product sales. The associated cost of shipping
is included as a component of cost of product sales.



Operating revenue consist of customer equipment sales of our
main products the NetTalk DUO (“DUO”), DUO WIFI and DOU II, telecommunication service revenues, shipping and handling
revenues.



Our DUO products provides for revenue recognition from the sale
of the device and from the sale of telephone service. The initial year of telephone service is included on the sale price at time
of sale and billed subsequently thereafter. Therefore, revenue recognition on our DUO products are fully recognized at the time
of our customer equipment sale, the one year telephone service is amortized over 12 month cycle.  Subsequent renewals
of the annual telephone service are amortized over the corresponding 12 months cycle.



International calls are billed as earned from our customers.  International
calls are prepaid and customers account is debited as minutes are used and earned.



Item 3 Quantitative and Qualitative Disclosures About Market
Risk



We are a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.



Item 4 Controls and Procedures



Disclosure Controls



We maintain “disclosure controls and procedures,”
as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”),
that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange
Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules
and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls
and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.



36







As of June 30, 2012, we carried out an
evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in ensuring that information
required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods
specified for each report and that such information is accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.



In connection with the assessment described above, management
identified the following control deficiencies that represent material weaknesses at June 30, 2012:



| | · | Due to the Company’s limited resources, the Company has
        insufficient personnel resources and technical accounting and reporting expertise to properly address all of the accounting matters
        inherent in the Company’s financial transactions.  The Company does not have a formal audit committee, and the Board
        does not have a financial expert, thus the Company lacks the board oversight role within the financial reporting process.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | The Company’s small size prohibits the segregation of duties and the timely review of
    accounts payable, expense reporting and inventory management and banking information.                                                                                                                                                                                                                                                                                   



Our Chief Executive Officer and Chief Financial Officer are
in the process of determining how best to change our current system and implement a more effective system to insure that information
required to be disclosed in this annual report on Form 10-K has been recorded, processed, summarized and reported accurately.  Our
management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible
given limitations in financial and manpower resources.   While management is working on a plan, no assurance can be made at
this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate
once implemented.



Changes in Internal Controls.



During the three and six months ended June 30, 2012 , there
were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph
(f) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.



PART II              OTHER
INFORMATION



Item 1.  Legal Proceedings –



On April 4, 2012, MagicJack Vocaltec Ltd. filed a complaint
United States District Court For the Southern District Of Florida, Civil Action No.: 9:12-cv-80360-DMM,against the Company,
alleging patent infringement, seeking injunctive relief and damages as a result of the alleged patent infringement. The Company
has answered the complaint, denying all of its material allegations, asserting a number of affirmative defenses, and seeking counterclaims
for declaratory relief. The Company’s patent counsel has provided an opinion that the Nettalk DUO does not infringe their
patent, and the Company’s management intends to vigorously defend this lawsuit.



Item 1A. Risk Factors



We are a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.



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



None, except as previously included in a current
report on Form 8 K previously filed.



Item 3.  Defaults Upon Senior
Securities – NONE.



37







Item 4.  Mine Safety Disclosures
– NONE.



Item 5.  Other Information
– Subsequent events:



2012 Stock Option Plan



On July 25, 2012, Nettalk adopted the 2012
Stock Option Plan (the "Plan") which is intended to advance the interests of the Company’s
shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of such persons with those of the Company’s shareholders. All
of the Company’s employees, officers, and directors, and those Company’s consultants and advisors (i) that are natural
persons and (ii) who provides bona fide services to the Company not connected to a capital raising transaction or the promotion
or creation of a market for the Company’s securities, are eligible to be granted options or restricted stock awards
under the Plan. The maximum aggregate number of shares of the Company’s common stock that may be issued under the
Plan is 5,000,000 shares of the Company’s common stock.



On July 25, 2012, we issued 471,500 shares
of common stock as part of our 2012 Stock Option Plan. The shares are compensatory in nature and are fully vested. We have valued
the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



2011 Stock Option Plan



On July 25, 2012, we issued 1,028,500 shares
of common stock as part of our 2011 Stock Option Plan. The shares are compensatory in nature and are fully vested. We have valued
the shares consistent with fair value at the time of issuance including and adjusted for ownership restrictions.



38







Item 6.  Exhibits



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.1       |  | Sixth Amendment to the Articles of Incorporation, Amendment and Restatement of the Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (4).                                                                                                                                                                                                                                                                                                                  
|10.1        |  | 10% Senior Secured Debenture Due June 30, 2012 (1).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2        |  | 10% Senior Secured Debenture Due June 30, 2012 (2).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3        |  | 10% Senior Secured Debenture Due June 30, 2012 (3).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4        |  | Debentures and Series A Preferred Stock Modification Agreement (4).                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.5        |  | Securities Option Agreement (4).                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.6        |  | Nettalk.com, Inc. 2012 Stock Option Plan (5).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.                                                                                                                                                                                                                                                                                                                
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.                                                                                                                                                                                                                                                                                                                
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 15,, 2012.                                                                                                                                                                                                                                                                                                                    
|32.1        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section # 906 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.                                                                                                                                                                                                                                                                                                                   
|101.        |  | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) Condensed Statement of Operations for the three and six months ended June 30, 2012and 2011, (iii) Condensed Statement of Cash Flows for the six months ended June 30, 2012 and 2011, and (iv) Notes to Condensed Financial Statements*.



| | * | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files submitted as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | Previously filed as an Exhibit to the Form 8 K, filed with SEC on April 5, 2012 and incorporated
herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------



| | (2) | Previously filed as an Exhibit to the Form
8 K, filed with SEC on April 23, 2012 and incorporated herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (3) | Previously filed as an Exhibit to the Form
8 K, filed with SEC on June 6, 2012 and incorporated herein by reference.
| | --- | --------------------------------------------------------------------------------------------------------------------



| | (4) | Previously filed as an Exhibit to the Form
8 K, filed with SEC on June 25, 2012 and incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------



| | (5) | Previously filed as an Exhibit to the Form
8 K, filed with SEC on July 27, 2012 and incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------



39







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.



|                       | NET TALK.COM, INC.                                                                            
|---------------------- | ----------------------------------------------------------------------------------------------
|                       |                                                                                               
|Date:  August 14, 2012 | By                                                                                            
|                       | Anastasios Kyriakides                                                                         
|                       | Chief Executive Officer (Principal Executive Officer)                                         
|                       |                                                                                               
|Date:  August 14, 2012 | By:                                                                                           
|                       | Guillermo Rodriguez                                                                           
|                       | Chief Financial Officer (Principal Financial Officer and
        Principal Accounting Officer)



40