NETSOL TECHNOLOGIES INC — Major Shareholding Notification 2008

Jul 14, 2008

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

| NetSol
Technologies, Inc. |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $.001 per share |
| --- |
| (Title
of Class of Securities) |

64115A204
(CUSIP
Number)

| July
7, 2008 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Newland
Capital Management, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,746,159 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,746,159 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,746,159 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.8% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Newland
Master Fund, Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cayman
Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,746,159 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,746,159 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,746,159 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.8% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Newland
Offshore Fund, Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cayman
Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,353,273 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,353,273 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,353,273 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.3% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Ken
Brodkowitz |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,746,159 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,746,159 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,746,159 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.8% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Michael
Vermut |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,746,159 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,746,159 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,746,159 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.8% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN |

| CUSIP
No | | 64115A204 |
| --- | --- | --- |
| Item
1. | (a). | Name
of Issuer: |
| | | NetSol
Technologies, Inc. |

| (b). |
| --- |
| 23901
Calabasas Road, Suite 2072 Calabasas,
CA 91302 |

| Item
2. |
| --- |
| Newland
Capital Management, LLC Newland
Master Fund, Ltd. Newland
Offshore Fund, Ltd. Ken
Brodkowitz |
| Michael
Vermut |

| (b). |
| --- |
| Newland
Capital Management, LLC 350
Madison Avenue 11 th Floor New
York, New York 10017 Newland
Master Fund, Ltd. c/o
Newland Capital Management, LLC 350
Madison Avenue 11 th Floor New
York, New York 10017 Newland
Offshore Fund, Ltd. c/o
Newland Capital Management, LLC 350
Madison Avenue 11 th Floor New
York, New York 10017 Ken
Brodkowitz c/o
Newland Capital Management, LLC 350
Madison Avenue 11 th Floor New
York, New York 10017 Michael
Vermut c/o
Newland Capital Management, LLC 350
Madison Avenue 11 th Floor |
| New
York, New York 10017 |

| (c). |
| --- |
| Newland
Capital Management, LLC – Delaware limited liability company Newland
Master Fund, Ltd. – Cayman Islands exempted company Newland
Offshore Fund, Ltd. - Cayman Islands exempted company Ken
Brodkowitz – United States citizen |
| Michael
Vermut – United States citizen |

(d).
Common
Stock, par value $.001 per share

(e).
64115A204

ITEM 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) |
| --- |
| Newland
Capital Management, LLC: 1,746,159 Newland
Master Fund, Ltd.: 1,746,159 Newland
Offshore Fund, Ltd.: 1,353,273 Ken
Brodkowitz: 1,746,159 Michael
Vermut: 1,746,159 |

| (b) |
| --- |
| Newland
Capital Management, LLC: 6.8% Newland
Master Fund, Ltd.: 6.8% Newland
Offshore Fund, Ltd.: 5.7% Ken
Brodkowitz: 6.8% Michael
Vermut: 6.8% |

(c) Number of shares as to which Newland Capital Management, LLC has:

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,746,159 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,746,159 | . |

| Number
of shares as to which Newland Master Fund, Ltd. has: — (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,746,159 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,746,159 | . |

| Number
of shares as to which Newland Offshore Fund, Ltd. has: — (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,353,273 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,353,273 | . |

| Number
of shares as to which Ken Brodkowitz has: — (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,746,159 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,746,159 | . |

| Number
of shares as to which Michael Vermut has: — (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,746,159 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,746,159 | . |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| July
14, 2008 |
| --- |
| Date |
| NEWLAND
CAPITAL MANAGEMENT, LLC |
| By: /s/
Ken Brodkowitz |
| Name:
Ken Brodkowitz |
| Title:
Managing Member |
| NEWLAND
MASTER FUND, LTD. |
| By: /s/
Ken Brodkowitz |
| Name:
Ken Brodkowitz |
| Title:
Managing Member of Newland Capital Management, LLC, the Investment
Manager |

| NEWLAND
OFFSHORE FUND, LTD.* |
| --- |
| By: /s/
Ken Brodkowitz |
| Name:
Ken Brodkowitz |
| Title:
Director |

| KEN
BRODKOWITZ |
| --- |
| /s/
Ken Brodkowitz |
| MICHAEL
VERMUT |
| /s/
Michael Vermut |

*The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the Reporting Persons’ pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Amendment 1 to Schedule 13G dated July 14, 2008 relating to the Common Shares, par value $0.01 per share, of NetSol Technologies, Inc. shall be filed on behalf of the undersigned.

| NEWLAND
CAPITAL MANAGEMENT, LLC |
| --- |
| By: /s/
Ken Brodkowitz |
| Name:
Ken Brodkowitz |
| Title:
Managing Member |
| NEWLAND
MASTER FUND, LTD. |
| By: /s/
Ken Brodkowitz |
| Name:
Ken Brodkowitz |
| Title:
Managing Member of Newland Capital Management, LLC, the Investment
Manager |
| NEWLAND
OFFSHORE FUND, LTD. |
| By: /s/
Ken Brodkowitz |
| Name:
Ken Brodkowitz |
| Title:
Director |
| KEN
BRODKOWITZ |
| /s/
Ken Brodkowitz |
| MICHAEL
VERMUT |
| /s/
Michael Vermut |

SK 25958 0002 900981