NETSOL TECHNOLOGIES INC — Annual Report 2008

Nov 12, 2008

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/A

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2008

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22773

NETSOL TECHNOLOGIES, INC.

(Name of small business issuer as specified in its charter)

NEVADA	95-4627685
(State
or other jurisdiction
of	(I.R.S.
Employer
incorporation
or organization)	Identification
Number)

23901 Calabasas Road, Suite 2072,

Calabasas, CA 91302

(Address of principal executive offices) (Zip code)

(818) 222-9195 / (818) 222-9197

(Issuer's telephone/facsimile numbers, including area code)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

COMMON STOCK, $.001 PAR VALUE

THE NASDAQ STOCK MARKET LLC

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

COMMON STOCK, $.001 PAR VALUE

NASDAQ CAPITAL MARKET

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [x]

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

Registrant's revenues for the fiscal year ended June 30, 2008 were $36,642,175.

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $50,705,662 as of September 15, 2008.

As of September 15, 2008, Registrant had 26,419,770 shares of its $.001 par value Common Stock issued and outstanding and 1,920 shares of its Preferred Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(None)

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No X

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In our Amendment to the Annual Report filed on form 10-KSB for the year ended June 30, 2008, as amended and filed on November 10, 2008, the CEO and CFO certifications were omitted. The omitted certifications are attached hereto. There are no other changes in the documents.

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NetSol Technologies, Inc.
Date: November 10, 2008	BY: /S/ NAJEEB GHAURI
	Najeeb
Ghauri Chief
Executive
Officer
Date: November 10, 2008	BY: /S/ Tina Gilger
	Tina
Gilger Chief
Financial
Officer

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In accordance with the Exchange Act, this amended report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

| Date: November 10,
2008 | BY: /S/ NAJEEB U.
GHAURI Najeeb
U. Ghauri Chief
Executive Officer Director,
Chairman |
| --- | --- |
| Date: November 10,
2008 | BY: /S/ SALIM GHAURI Salim
Ghauri President,
APAC Director |
| Date: November 10,
2008 | BY: /S/ NAEEM GHAURI Naeem
Ghauri President,
EMEA Director |
| Date: November 10,
2008 | BY: /S/ EUGEN BECKERT Eugen
Beckert Director |
| Date: November 10,
2008 | BY: /S/ SHAHID JAVED BURKI Shahid
Javed Burki Director |
| Date: November 10,
2008 | BY:/S/
MARK CATON Mark
Caton Director |
| Date: November 10,
2008 | BY:/S/ ALEXANDER SHAKOW Alexander
Shakow Director |

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