NETSOL TECHNOLOGIES INC - Major Shareholding Notification 2010

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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

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

64115A204
(CUSIP
Number)

| December
31, 2009 |
| --- |
| (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 |
| | 3,405,414 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 3,405,414 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,405,414 |
| 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) |
| | 9.6% |
| 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 |
| | 3,405,414 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 3,405,414 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,405,414 |
| 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) |
| | 9.6% |
| 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 |
| | 2,904,818 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 2,904,818 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,904,818 |
| 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) |
| | 8.1% |
| 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 |
| | 3,405,414 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 3,405,414 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,405,414 |
| 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) |
| | 9.6% |
| 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 |
| | 33,900 |
| 6. | SHARED
VOTING POWER |
| | 3,405,414 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 33,900 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 3,405,414 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,439,314 |
| 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) |
| | 9.7% |
| 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
Goldman Sachs (CAYMAN) Trust, Limited P.O.
Box 896 Gardenia
Court, Suite 3307 45
Market Street Camana
Bay Cayman
Islands KY1-1103 Newland
Offshore Fund, Ltd. c/o
Goldman Sachs (CAYMAN) Trust, Limited P.O.
Box 896 Gardenia
Court, Suite 3307 45
Market Street Camana
Bay Cayman
Islands KY1-1103 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 §§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 Act (15 U.S.C. 78o).

(b) [_] Bank as defined in section 3(a)(6) of the 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) [_] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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: 3,405,414 Newland
Master Fund, Ltd.: 3,405,414 Newland
Offshore Fund, Ltd.: 2,904,818 Ken
Brodkowitz: 3,405,414 Michael
Vermut: 3,405,414 |

| (b) |
| --- |
| Newland
Capital Management, LLC: 9.9% Newland
Master Fund, Ltd.: 9.9% Newland
Offshore Fund, Ltd.: 8.4% Ken
Brodkowitz: 9.9% Michael
Vermut: 9.9% |

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 3,405,414 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,405,414 | . |

Number of shares as to which Newland Master Fund, Ltd. has:

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 | 2,904,818 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 2,904,818 | . |

Number of shares as to which Ken Brodkowitz has:

Number of shares as to which Michael Vermut has:

| (i) | Sole
power to vote or to direct the vote | 33,900 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 3,405,414 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 33,900 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,405,414 | . |

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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. |
| --- |
| N/A |

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

| If
a parent holding company or control person 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 or control
person 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. |
| --- |
| N/A |

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 Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the group. |
| --- |
| N/A |

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. |
| --- |
| N/A |

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.

| February
16, 2010 |
| --- |
| 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:
Director |

| 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 3 to Schedule 13G/A dated February 16, 2010 relating to the Common Shares, par value $0.001 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:
Director |
| 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 1068455

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NETSOL TECHNOLOGIES INC Major Shareholding Notification 2010

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NETSOL TECHNOLOGIES INC — Major Shareholding Notification 2010

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NETSOL TECHNOLOGIES INC Major Shareholding Notification 2010