UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM 10-Q/A

(Mark One)



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



For the quarter ended September 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 [√] No []



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes x No [ ]



Indicate by check mark whether the registrant is a large accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



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



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

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







1







Explanatory note



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





|                                             |  | Three months ended |            |  | Nine months ended |  
|-------------------------------------------- |  | ------------------ | ---------- |  | ----------------- | -
|                                             |  | September 30,      |            |  | September 30,     |  
|                                             |  | 2012               |            |  | 2011              |  
|                                             |  |                    |            |  |                   |  
|Loss per common shares:                      |  |                    |            |  |                   |  
|Basic and diluted earnings per common shares |  | $                  | (0.04)     |  |                   | $
|                                             |  |                    |            |  |                   |  
|Weighted average shares:                     |  |                    |            |  |                   |  
|Basic and diluted                            |  |                    | 47,686,425 |  |                   |  



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











SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



















|Date:  March 19, 2013  | By /s/ Anastasios Kyriakides                                                                  
|---------------------- | ----------------------------------------------------------------------------------------------
|                       | Anastasios Kyriakides                                                                         
|                       | Chief Executive Officer (Principal Executive Officer)                                         
|                       |                                                                                               
|Date:  March 19,  2013 | By:/s/ Guillermo Rodriguez                                                                    
|                       | Guillermo Rodriguez                                                                           
|                       | Chief Financial Officer (Principal Financial Officer and Principal
        Accounting Officer)





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