SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





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


EXCHANGE
ACT OF 1934





FOR
THE FISCAL YEAR ENDED JUNE 30, 2009





or





o 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.
      Employerincorporation
      or organization)
            Identification
      Number)




23901
Calabasas Road, Suite 2072,


Calabasas,
CA 91302


(Address
of principal executive offices) (Zip code)





(818)
222-9195


(Issuer's
telephone number including area code)





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





COMMON
STOCK, $.001 PAR VALUE


THE
NASDAQ CAPITAL MARKET





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities Act.


Yes  ̈ No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes o No x





Indicate
by check mark whether the registrant (1) has 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  ̈





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 if  disclosure of delinquent filers in response to Item
405 of Regulation S-K(§229.405) is not contained herein, and will not 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-K
or any amendment to this Form 10-K.





Indicate
by check mark whether the registrant is a large accelerated filer, an
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 x(Do
      not check if a smaller reporting company)




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





The
aggregate market value of the Common Stock held by non-affiliates of the
registrant was approximately $18,708,213 based upon the closing price of the
stock as reported on NASDAQ Capital Market ($0.62 per share) on June 30, 2009,
the last business day of the registrant’s fiscal year.  As of September 10,
2009, there were 33,153,307 shares of common stock outstanding no shares of its
Preferred Stock issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





(None)





ANNUAL
REPORT


PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES ACT OF
1934









TABLE
OF CONTENTS AND CROSS REFERENCE SHEET





PAGEPART
      IItem
      1
                                    Business
                                    
                                    1Item
      2
                                    Properties
                                    
                                    22Item
      3
                                    Legal
      Proceedings
                                    
                                    23Item
      4
                                    Submission
      of Matters to a Vote of Security Holders
                                    
                                    23PART
      IIItem
      5
                                    Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
                                    
                                    24Item
      6
                                    Selected
      Financial Data
                                    
                                    25Item
      7
                                    Management's
      Discussion and Analysis and Plan of Operations
                                    
                                    26Item
      7A
                                    Quantitative
      and Qualitative Disclosures about Market Risk
                                    
                                    36Item
      8
                                    Financial
      Statements and Supplementary Data
                                    
                                    36Item
      9
                                    Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                    
                                    36Item
      9A(T)
                                    Controls
      and Procedures
                                    
                                    37Item
      9B
                                    Other
      Information
                                    
                                    38PART
      IIIItem
      10
                                    Directors,
      Executive Officers and Corporate Governance
                                    
                                    38Item
      11
                                    Executive
      Compensation
                                    
                                    40Item
      12
                                    Security Ownership
      of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                                    
                                    54Item
      13
                                    Certain
      Relationships and Related Transactions, and Director
      Independence
                                    
                                    55Item
      14
                                    Principal
      Accountant Fees and Services
                                    
                                    55PART
      IVItem
      15
                                    Exhibits
      and Financial Statement Schedules
                                    
                                    56









PART
I





This Form
10 contains forward looking statements relating to the development of the
Company's products and services and future operation results, including
statements regarding the Company that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected.  The words "believe," "expect," "anticipate," "intend,"
variations of such words, and similar expressions, identify forward looking
statements, but their absence does not mean that the statement is not forward
looking.  These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions that are
difficult to predict.  Factors that could affect the Company's actual
results include the progress and costs of the development of products and
services and the timing of the market acceptance.





ITEM
1 - BUSINESS





GENERAL





NetSol
Technologies, Inc. (“NetSol” or the “Company”) (NasdaqCM: NTWK) (NasdaqDubai:
NTWK) is a worldwide provider of global business services and enterprise
application solutions. NetSol uses its BestShoring® practices and
highly-experienced resources in analysis, development, quality assurance, and
implementation to deliver high-quality, cost-effective solutions. Organized into
specialized practices, these product and services offerings include portfolio
management systems for the financial services industry, consulting, custom
development, systems integration, and technical services for the global
healthcare, insurance, real estate, and technology markets. NetSol's commitment
to quality is demonstrated by its achievement of the ISO 9001, ISO 279001, and
SEI (Software Engineering Institute, Carnegie Mellon University, USA) CMMi
(Capability Maturity Model) Level 5 assessments, a distinction shared by fewer
than 100 companies worldwide. NetSol’s clients include Fortune 500
manufacturers, global automakers, financial institutions, technology providers,
and governmental agencies.





Founded
in 1996, NetSol is headquartered in Calabasas, California. NetSol also has
operations and/or offices in: Horsham, United Kingdom; Emeryville, California,
USA; Beijing, China; Lahore, Islamabad and Karachi, Pakistan; and, Bangkok,
Thailand.





OUR
BUSINESS





In
today’s highly competitive marketplace, business executives with labor or
services-centric budgetary responsibilities are not just encouraged but, in
fact, obliged to engage in “Make or Buy” decision process when contemplating how
to support and staff new development, testing, services support and delivery
activities.  The Company business offerings are aligned as a
BestShoring® solutions strategy.  Simply defined, BestShoring® is
NetSol Technologies’ ability to draw upon its global resource base and construct
the best possible solution and price for each and every
customer.  Unlike traditional outsourcing offshore vendors, NetSol
draws upon an international workforce and delivery capability to ensure a
“BestShoring® delivers BestSolutionTM” approach.





NetSol
combines domain expertise, not only with lowest cost blended rates from its
design centers and campuses located around the world, but also with the
guarantee of localized program and project management while minimizing any
implementation risk associated with a single service center.  Our
BestShoring® approach, which we consider a unique and cost effective global
development model, is leading the way into the 21st
century, providing value added solutions for Global Business ServicesTM through a
win-win partnership, rather than the traditional outsourced vendor
framework.  Our focus on “Solutions” serves to ensure the most
favorable pricing while delivering in-depth domain experience.  NetSol
currently has locations in Bangkok, Beijing, Lahore, London, the San Francisco
Bay Area, and Sydney to best serve its clients and partners
worldwide.  This provides NetSol customers with the optimum balance of
subject matter expertise, in-depth domain experience, and cost effective labor,
all merged into a scalable solution.  In this way, “BestShoring®
delivers BestSolutionTM”.





Information
technology services are valuable only if they fulfill the business strategy and
project objectives set forth by the customer. NetSol’s expert consultants have
the technical knowledge and business experience to ensure the optimization of
the development process in alignment with basic business
principles.  The Company offers a broad array of professional services
to clients in the global commercial markets and specializes in the application
of advanced and complex IT enterprise solutions to achieve its customers'
strategic objectives. Its service offerings include IT Consulting &
Services; NetSol Defense Division; Business Intelligence, Information Security,
Independent System Review, Outsourcing Services and Software Process Improvement
Consulting; maintenance and support of existing systems; and, project
management.





1




In
addition to services, our product offerings are fashioned to provide a Best
Product for Best Solution model.  Our offerings include our flagship
global solution, NetSol Financial Suite (NFS)TM. NFSTM, a robust suite of four
software applications, is an end-to-end solution for the lease and finance
industry covering the complete leasing and finance cycle starting from quotation
origination through end of contract. The five software applications under NFSTM
have been designed and developed for a highly flexible setting and are capable
of dealing with multinational, multi-company, multi-asset, multi-lingual,
multi-distributor and multi-manufacturer environments.  Each
application is a complete system in itself and can be used independently to
address specific sub-domains of the leasing/financing cycle.  NFSTM is
a result of more than eight years of effort resulting in over 60 modules grouped
in five comprehensive applications. These five applications are complete systems
in themselves and can be used independently to exhaustively address specific
sub-domains of the leasing/financing cycle. When used together, they fully
automate the entire leasing / financing cycle.  NetSol recently added
LeaseSoft Fleet Management System (FMS) and a Point of Sale (POS)
system.




Beyond
LeaseSoft, the NetSol Financial SuiteTM also includes
LeasePak.  LeasePak provides the leasing technology industry with the
development of Web-enabled and Web-based tools to deliver superior customer
service, reduce operating costs, streamline the lease management lifecycle, and
support collaboration with origination channel and asset
partners.  LeasePak can be configured to run on HP-UX, SUN/Solaris or
Linux, as well as for Oracle and Sybase users.  In terms of
scalability, NetSol Technologies North America offers the basic product as well
as a collection of highly specialized add on modules for systems, portfolios and
accrual methods for virtually all sizes and complexities of operations. These
solutions provide the equipment and vehicle leasing infrastructure at leading
Fortune 500 banks and manufacturers, as well as for some of the industry’s
leading independent lessors.





Our
product offerings and services also include: LeaseSoft Portals and Modules
through our European operations; LeasePak 6.0b of our NFSTM product suite;
enterprise wide information systems, such as or LRMIS, MTMIS and Hospital
Management Systems; Accounting Outsourcing Services, and, NetSol Technology
Institute, our specialized career and technology program in
Pakistan.





To
further bolster NetSol’s Solutions capabilities, in October 2008, NetSol
acquired Ciena Solutions, a preferred SAP and Business Objects integration firm.
The Ciena Solutions practice is now integrated into our wholly owned subsidiary,
NetSol Technologies North America, Inc.  This acquisition expanded
NetSol’s domain and subject matter expertise to include integration and
consulting services for:


·
              SAP
      R/3 System deployments


·
              NetWeaver


·
              Exchange
      Infrastructure Portals


·
              MySAP
      Business Suite


·
              Supplier
      Relationship Management
Module


·
              Client
      Relationship Management
Module


·
              SAP/Business
      Objects Products and related
Services





In
additional to this expansion of SAP-centric integration consulting and services,
this practice has developed proprietary intellectual property in the form of
designs and source code focused on enhancing SAP-centric procurement
activities.




The
Company continues its efforts to reduce redundancy and cohesively present
services and product operations on a global basis. This consolidation enables
the Company to coordinate and streamline product, service and marketing while
taking further advantage of the cost arbitrage offered by our highly trained,
highly productive, Pakistani resources.  This consolidation follows
the successful integration of the operations acquired in the United Kingdom and
the San Francisco Bay Area in California and facilitates the use of these
regional offices as platforms for presenting an expanding services offering,
relying on the experience and resources in Pakistan and our product offerings in
North America and Europe.





While the
Company is no longer divided into groups and regions, the Company will continue
to maintain regional offices in the San Francisco Bay Area, California for North
America and the parent headquarters in Calabasas, California; in Horsham, United
Kingdom, for Europe; and, our “center of excellence” operation in Lahore,
Pakistan for Asia Pacific. The Company continues to maintain services or
products and specific sales offices in China, Thailand and Pakistan and in any
other country on an as needed basis.





2




Our
Services





Global
Business Services





Information
technology services are valuable only if they fulfill the business strategy and
project objectives set forth by the customer. NetSol’s expert consultants have
the technical knowledge and business experience to ensure the optimization of
the development process in alignment with basic business
principles.  The Company’s Global Business Services (GBS)TM offers a
broad array of professional services to clients in the global commercial markets
and specializes in the application of advanced and complex IT enterprise
solutions to achieve its customers' strategic objectives. GBSTM includes IT
Consulting & Services; NetSol Defense Division; Business Intelligence,
Independent System Review (ISR); Information Security, Outsourcing Services and
Software Process Improvement Consulting; maintenance and support of existing
systems; and, project management.





As part
of the Company’s GBSTM strategy, each subsidiary adheres to the BestShoring®
provides BestSolutionsTM model.  Each subsidiary expounds on that model
by providing services unique to their client base.  The development of
solutions for clients has resulted in the development of vertical offerings
catering to various industries and accordingly, diversifying NetSol’s
offerings.  As an example, these verticals have been used successfully
in Pakistan to provide services for the Motor Transport Management System, Land
Record Management System, Legislature, Healthcare, computer based
trainings/e-Learning, E Government and Defense.





Business
Intelligence (BI) solution providers must have both the capability to service BI
customers using its own resources but also service the customers’ international
affiliates.  Typical BI projects run into several years of phased
implementation and rely on expensive international resources with a very
restricted and limited accessibility.  As such, management believes,
that NetSol’s competitors compromise on quality by turning BI projects into IT
projects, which is a recipe for failure.  Our strategy is simple; we
identify the business pains of our potential customer and involve our industry
domain experts directly with business managers at the client
side.  This results in ownership of the project with the business
group rather than the IT group which is involved in the overall initiative only
from a support and facilitation standpoint.





Independent
System Review (ISR) is a key emerging service area for NetSol.  In
delivering high quality independent review of software systems running, or under
deployment, at client sites, NetSol leverages its rich quality assurance
experience in customization and implementation, as well as application
development in finance and other domains.  It employs a range of
automated quality assurance tools in providing independent assurance
to customers regarding the reliability and performance of their new software
systems.  The actual testing may be performed both onsite and offsite
for the clients.





An ever
growing awareness of highly publicized IT Security problems, coupled with
greater demands by international business partners, has led the movement of
companies world-wide towards compliance with internationally recognized
Information Security Systems standards.  Information Systems Security
or Information Assurance applies to all systems in all departments of an
organization whether on a computer disk, paper or in the heads of
employees.  Information Security services is provided by NetSol’s
INFOSEC Unit.  This unit provides services to secure all corporate
information and its supporting processes, systems and
networks.  NetSol’s Information Security Services is a group of
vendor-neutral, dedicated security consultants with real-life field
experience.  The INFOSEC group utilizes industry standard security
best practices coupled with best-of-breed products to deliver proven and robust
Information Security Management Systems (ISMS).  INFOSEC services
include:  managed security services; BS-7799/ISO 27001 Consultancy,
Information Security Assessment, Penetration Testing and Vulnerability
Assessment; Disaster Recovery Planning; and, Secure Network
Design.    The INFOSEC group has launched a new project,
Secure Pakistan.  The project aims to secure critical information,
while in storage or in transfer, from theft.  Secure Pakistan is
developing IT service labs for forensic investigation, CERT (Computer Emergency
Response Team), 24/7 security surveillance, and cyber crime awareness
training.    INFOSEC is partnered with global giants
including IBM Internet Security Systems and Kaspersky Labs.  The
Company hopes to extend its INFOSEC offerings to the Middle East through its
Atheeb NetSol joint venture in Saudi Arabia.





Software
Process Improvement Consulting is provided by NetSol to companies in Pakistan
through an independent division.  The division provides quality
engineering and related consulting services to technology
companies.  The services include: consultancy, facilitation services
and implementation support for CMMi appraisal, all of these activities are
broadly developed under the guidelines of SEI based CMMi processes as well as
the information security consulting practices.  Currently, NetSol is
amongst the few companies authorized by Pakistan Software Export Board (PSEB)
for CMMi and BS7799/ISO 27001 consulting practices in Pakistan.




3




Our
outsourcing services have included two major initiatives:  the joint
venture with Innovation Group plc (previously referred to as “TiG”), known as
NetSol Innovation Pvt. Ltd, or Extended Innovation, and accounting outsourcing
Services.  The Extended Innovation model is discussed on page 12 of
this report.  NetSol Accounting Services Division was established to
take advantage of the lucrative BPO market for accounting
services.  Work is being performed for a well established and high
profile accountancy firm in Australia.  NetSol is now in the process
of marketing and maturing leads from high profile clients in Australia, North
America and Europe.  In addition, it has started offering services to
a prominent financial consulting firm in Cyprus with clients across the
globe.





The
NetSol Defense Division (NDD) was founded in 2005 to take advantage of its
coordination with the Pakistani Defense Sector.  NDD specializes in
providing solutions for improvement and optimization of operations of the
defense and military forces.  With a unique blend of experienced and
highly skilled IT specialists and managers, and most importantly the domain
experts from the Defense Sector itself, NDD has the critical task of ensuring
that the solutions provided are focused and need-specific to the requirements,
as well as the technological advancements, in the sector around the
globe.  Operating through the NDD R&D Lab, which is strategically
located in Rawalpindi, for closer coordination with various defense
organizations stakeholders and to establish an operations center and simulation
lab, NDD is involved in R&D activities, as well as project management for
various on-going and potential projects including Command & Control
Applications, Capacity Building projects, Infrastructure development for
multiple offices within the Ministry of Defense as well as GIS based
applications integration with different solutions.  Projects currently
undertaken by NDD are:  Unit Management System, an initiative for the
automation of administrative functions for the Pakistani Army, helping to
realize the Army’s key objective of improving productivity and efficacy of the
units of the Pakistani Army; Academy Information Management System for the
Pakistan Military Academy, one of the top rated military institutes in the
world; and, Network Centric Warfare (NCW) working to provide an information grid
which provides a seamless integration of sensors, weapons, and decision makers
through a common operating environment and mission applications built in
compliance with laid down inter-operability standards.





Our
Products





NetSol
Financial SuiteTM





The
Company develops advanced software systems for the lease and finance industries.
In addition to services, our product offerings are fashioned to provide a Best
Product for Best SolutionTM model.  Our offerings include our flagship
global solution, NetSol Financial Suite (“NFS”)TM, a robust suite of five
software applications, is an end-to-end solution for the lease and finance
industry covering the complete leasing and finance cycle starting from quotation
origination through end of contract. The Company’s over eight years of effort
resulted in over 60 modules grouped in five comprehensive
applications.  The four software applications under NFSTM have been
designed and developed for a highly flexible setting and are capable of dealing
with multinational, multi-company, multi-asset, multi-lingual, multi-distributor
and multi-manufacturer environments.  Each application is a complete
system in itself and can be used independently to address specific sub-domains
of the leasing/financing cycle. When used together, they fully automate the
entire leasing / financing cycle.




The constituent software
applications are:




·           Point of Sale (POS).  POS is
a front office processing system for companies in the financial
sector.  It provides a quotation system which also incorporates a
simulation for all kinds of financial products using a built-in loan
calculation.  POS includes a proposal module which gathers all the
required information from the customer in order to create finance or leasing
contracts.  POS boasts a document management module which manages all
the documents required in making the contract; like bank statements and identity
information.  POS incorporates a workflow engine that ensures smooth
transition of tasks and streamlines the processes. POS can work as an
independent web-based system for all types of financial institutions including,
but not limited to banks and finance companies.





·           Credit Application
Processing System (CAP). CAP provides companies in the financial sector
an environment to handle the incoming credit applications from dealers, agents,
brokers and the direct sales force. LeaseSoft.CAP automatically gathers
information from different interfaces like credit rating agencies, evaluation
guides, and contract management systems and scores the applications against
defined scorecards. This automated workflow permits the credit team members to
make their decisions more quickly and accurately. Implementation of CAP
dramatically reduces application-processing time in turn resulting in greater
revenue through higher number of applications finalized in a given time. CAP
reduces the probability of a wrong decision thus, again, providing a concrete
business value through minimizing the bad debt portfolio. CAP is a database
independent online system developed in Microsoft's .Net framework. Toyota
Leasing Thailand and BMW Financial Services China are the first two clients of
CAP. It can be run from any PC with normal specifications, which is a key
benefit for clients.




4




·           Contract Management System
(CMS).  CMS provides comprehensive business functionality that
enables its users to effectively and smoothly manage and maintain a contract
with the most comprehensive details throughout its life cycle. It provides
interfaces with company banks and accounting systems. CMS effectively maintains
details of all business partners that do business with the company including,
but not limited to, customers, dealers, debtors, guarantors, insurance companies
and banks. Developed with the input of a number of leasing consultants, this
product represents a complete lease and finance product. NetSol’s CMS provides
business functionality for all areas that are required to run an effective,
efficient and customer oriented lease and finance business.




·           Wholesale Finance System
(WFS).  WFS automates and manages the floor plan/bailment
activities of dealerships through a finance company. The design of the system is
based on the concept of one asset/one loan to facilitate asset tracking and
costing. The system covers credit limit, payment of loan, billing and
settlement, stock auditing, online dealer and auditor access, and ultimately the
pay-off functions.  A separate online add-on module, Dealer &
Auditor Access System (DAS), allows dealers to view their outstanding limits and
current asset-wise balances through an interface with the finance
company.  WFS consists of the following four
modules:  Credit Request Management Module (CRM); Loan Management
Module (LMS); Stock Auditing Module (SAS); and Billing & Settlement Module
(B&S).




·           Fleet Management System
(FMS).  FMS is designed to efficiently handle all fleet
management needs.  FMS is easily integrated with CMS and WFS as well
as with any third party contract management system to ensure a single
comprehensive system.  FMS’ key features include: a detailed tracking
information on every driver and vehicle; customizable reports; periodic
reporting on fleet related aspects; internet based access to information;
integration with third party software; and, linkage to GPS for real time
tracking.  Although only recently added, NetSol has already signed an
agreement for FMS with a major automotive company in the Asia Pacific
region.




Implementation
Process





The
implementation process normally spans three to six months.  NetSol
derives its income both from selling the license to use the products, as well
as, from related software services. The related services include requirement
study/gap analysis, customization on the basis of gaps development, testing,
configuration, installation at the client site, data migration, training, user
acceptance testing, supporting initial live operations and, finally, the long
term maintenance of the system. Any changes or enhancement done is also charged
to the customer. In the requirements study/gaps analysis, the NetSol team goes
to the client site to study the client’s business and functional requirements
and maps them against the existing functionality available in NFSTM.
With the maturing of our products, free requirement studies tend to yield few,
if any gaps.  The development cycle that follows the gaps analysis
takes place through our development facility in Lahore.   The
highly parameterized NFSTM solutions are configured to meet the clients’
requirements.    This is followed by thorough testing, which
takes place at our development facility, while some of these steps may also be
carried out at the clients’ locations.  Based on successful testing,
the system is installed at the client’s site.  When required, this
involves migration of date from an older system to the NFSTM
database.  Successful installation is followed by user and
administration training.  Both functional and business users are
involved.  After training, user acceptance testing is conducted, where
client’s nominated staff, along with NetSol consultants, tests the system
against business requirements.  Upon acceptance, the systems in
then considered ready for normal business use. NFSTM provides mission critical
software solutions, and the entire business operations of our clients hinge on
successful performance of the system. Hence in the early days after going live,
NetSol consultants remain at the client site to assist the company in smooth
operations. After this phase, the regular maintenance and support services phase
for the implemented software begins. In addition to the daily rate paid by the
customer for each consultant, the customer also pays for all the transportation
related expenses, boarding of the consultants, and a living allowance. NetSol’s
involvement in all of the above steps is priced to bring value to our customers
and increase our profitability from our interactions.




5




Pricing
and Revenue Streams





The
company’s NFSTM revenue streams occur through the following three main
areas:  product licensing, implementation related services, and
maintenance and support related services.  License fees can vary
generally between $500,000 to up to $1,000,000 per license per
module.  There are various attributes which determine the level of
complexity, a few of which are: number of contracts; size of the portfolio;
business strategy of the company; number of business users; and, branch network
of the customer. The Company recognizes revenue from license contracts without
major customization when a non-cancelable, non-contingent license agreement has
been signed, delivery of the software has occurred, the fee is fixed or
determinable, and collectability is probable.  However, revenue from
sale of licenses with major customization, modification, and development is
recognized on a percent of completion basis.  Implementation related
services, including gap analysis, user acceptance testing (UAT) and data
migration (where required).  Maintenance and support related services
are then provided on a continued basis.  Revenue from software
services includes fixed price contracts and is recognized in accordance with the
percentage of completion method using the output measure of “Unit of Work
Completed.”  The annual maintenance fee, which usually is an agreed
upon percentage of overall monetary value of the implementation, then becomes an
ongoing revenue stream realized on yearly basis.





Growth
Prospects for NFSTM





As a
marketing strategy, NetSol is developing lighter solutions with NFSTM to target
companies with simpler business models. NFSTM is highly modular.  Hence
various sets of functionalities can be used against the restricted requirements
of the client.  NetSol has also provided the option of using NFSTM on
subscription and pay per use bases to those organizations that are small in size
or have small turnover.





An
important component of the growth strategy for NFSTM is to extend its customer
base to include newer geographic markets. Al Amthal Leasing provided an
excellent entry into the Middles East market.  The Company is planning
to build on this step in a major way through its Saudi Arabia joint venture,
Atheeb NetSol.





In its
existing markets, NFSTM is already establishing itself as a leading product
catering to the business needs of major blue chip companies. Its current client
base includes Mercedes Benz Financial Services (Australia, Japan, New Zealand,
Singapore, South Korea, Thailand, China and Taiwan), Yamaha Motors Finance
Australia, Toyota Motors Finance China, Toyota Leasing Thailand, Finlease
Commercial Bank of Mauritius, CNH Capital Australia, Fiat Automotive Finance
China, Dongfeng Nissan Auto Finance China, Nissan Financial Services Australia,
BMW Financial Services in China, Volvo Automotive Finance China, EFG
EurobankGreece and Al Amthal Leasing Saudi Arabia.





In
addition to the confidence of its customers, the product has also won a major
regional award, the Asia Pacific ICT Alliance Award for the best financial
application for the year 2007. This prestigious award is testimony to the
maturity and quality of NFSTM.





Our
Operations





NETSOL
PK





Our
off-shore development center, and indeed the center of the Company’s services
and software operations,  is headed by Director, former President of
NetSol and current Chief Executive Officer of NetSol Technologies Limited
(“NetSol PK”) (the Company’s Pakistan subsidiary), Salim Ghauri.  The
Asian continent, Australia/New Zealand, and the Middle East, from the
perspective of LeaseSoft marketing, are targeted by NetSol Technologies from its
Lahore subsidiary, its offices in Thailand and Beijing, China.  NetSol
PK has continued to grow its service contracts within the local Pakistani public
and defense sectors.  An important aspect of these contracts is that
not all of them focused solely on software development and
engineering.





This
year, NetSol PK has continued to provide both consultancy services to
organizations so as to improve their quality of operations and services and,
winning strategically important assignments with the E-Governance domains for
organizations of national significance in Pakistan.  Its clients
include private as well as public sector enterprises.





Global
Business Services





As part
of the Company’s Global Business ServicesTM strategy, each subsidiary adheres to
the BestShoring® provides BestSolutionsTM model.  While NetSol PK is
the center of the Company’s global services offerings, the services provided by
NetSol PK further expound on that model and other services unique to NetSol
PK.  IT Consulting & Services in Pakistan has included a first
entrant advantage into the e-government sector for both provincial and federal
governments and armed forces automation projects.   Over the past
four years, NetSol PK has been actively involved in the e-government domain
helping Federal & Provincial Governments of Pakistan and other public sector
organizations.  Major projects include:  Electronic Credit
Information Bureau; Office Automation of the National Assembly & Senate and
Prime Minister’s Secretariat; such turn-key solutions as the Automation of the
Hajj wing, and, Automation of the Karachi Patent Office.  The
development of solutions for clients has resulted in the development of vertical
offerings catering to various industries and accordingly, diversifying NetSol’s
offerings.  These verticals have been used successfully in Pakistan to
provide services for the Motor Transport Management System, Land Record
Management System, Legislature, Healthcare, computer based trainings/e-Learning,
E Government and Defense.




6




Products





In
addition to NFSTM, which has a global reach, NetSol PK has developed several
products for use in Pakistan for the purpose of automating the country’s vital
processes.  While developed for this particular market, the products
may be used in other countries or for other customers.





LRMIS





In an
agricultural country like Pakistan, land is the primary source of revenue. Land
records are currently maintained manually so there is no consistency, accuracy
and timely availability of the required record. According to a joint report by
National Database and Registration Authority (NADRA), Pakistan and World Food
Program (WFP), Pakistan, this existing land revenue management system is more
than two hundred years old and is not fulfilling the changing demands of time
and new local governance system of Devolution properly.





A well
planned solution requires easy identification, access, smooth data entry and
complete tracking of the entered transactions. With the growth and usage of "e"
in contemporary business practices, new challenges have emerged in managing
secure access to the authentic data and e-resources, which are scattered across
a wide range of internal and external computing systems. This challenge needs
quick address in today's competitive economic scenario wherein intellectual and
knowledge capital directly translates into exponential growth for the
country.





NetSol’s
LRMIS is a thin, client web based solution and developed after thorough
evaluations of existing manual system and client/user needs, detailed system
analysis and process flow definition. It ensures that only authentic employees
and individuals can access the application on the privileged areas assigned by
the administrator over the internet/Intranet. NetSol has obtained the pilot
project for LRMIS, a World Bank funded initiative. There is a major upside in
Punjab with implementations in 34 districts. Moreover, opportunities exist in
Sindh and Islamabad Capital Territory.





NetSol
understands the power of information and complexity of land record system and
the user/client needs. For this purpose, NetSol provides its LRMIS by combining
technical, operational and domain expertise with proven approaches of analysis,
plan, design and implementation to provide an effective solution using
IT-enablement in a field where its need its hugely felt.





MTMIS





A few
years ago, NetSol PK took the initiative to invest into the Motor Transport
domain. Starting with a small implementation, today NetSol has multiple
implementations in several parts of the country with ample opportunities
available in the future. MTMIS is a customized application envisioned and
developed wholly by NetSol as an end-to-end solution of citizens’ vehicles
security and information management. Project implementations include the
Provinces of Punjab, AJK and NWFP alongside Islamabad Capital Territory. Future
opportunities exist in Baluchistan and Sindh for this solution. The system has
provision for onsite access to the traffic police records via PDAs and smart
cards, onsite verification of any vehicle’s environmental friendly status and
road side authorization of driver licenses.





It is
significant to note that while in developed countries the elements of the system
lie in “islands of data” under various authorities and geographical domains and
have been linked together to create the central data warehouse; the NetSol
solution is the first concept and proven practical solution for the emerging and
developing countries. It enables an approach, which seeks to introduce and
implement the different elements or modules as an integrated and total solution,
in which modules have been clearly designed to work independently but enmesh and
provide the complete management and administration environment.





HOSPITAL
MANAGEMENT INFORMATION SYSTEM.





The
global healthcare industry is growing at a fast rate and is one of the areas
that have the most urgent need of automation. NetSol understands this need and
has developed a strategic collaboration with Shaukat Khanum Memorial Cancer
Hospital as part of a long term commitment for IT development in the global
Health Sector.




7




The
capability to overlay, analyze, design and reengineer the core of the healthcare
processes with a business process management (BPM) suite, encompassing the rules
and responsibilities in a manner which facilitates change, new rules, process
variations, and scale of deployment, best summarize our combined
approach.





NetSol
regularly works to fulfill its role as a technology partner of the Shaukat
Khanum Memorial Cancer Hospital & Research Centre (SKMCH&RC) for a
solution that will act as an automated, secure and integrated solution for any
hospitals’ clinical, financial and management needs. First implementation is
currently underway for a hospital for the armed forces.  NetSol’s
system includes a clinical module (including outpatient and inpatient
management, physician and order management, pharmacy management, radiology,
nuclear medicine, pathology and operation theater management); an administrative
module; a financial module; and, a research module.





Corporate
Social Responsibility





NetSol
believes it should give back to the community and employees as much as
possible.  Therefore, approximately five programs have been
established to achieve this goal.





Literacy
Program—NetSol has launched a “Literacy Program” to educate low paid illiterate
employees of the organization. The main objective of this program is to enable
these resources to acquire basic reading, writing and arithmetic skills. The
first phase of the plan is nearing completion with astounding accomplishments;
the people who could not even write a single word are now able to write complete
letters within a span of 6 months. This initiative has been extremely successful
and NetSol intends to further support this program.





Noble
Cause Fund—A noble cause fund has been established to meet medical and education
expenses of the children of the low paid employees. NetSol employees voluntarily
contribute a fixed amount every month to the fund and the Company matches the
employee subscriptions with an equivalent amount contribution. A portion of this
fund is utilized to support social needs of certain institutions and
individuals, outside NetSol.





Day Care
Facility—NetSol’s human resources are its key assets and thus the company takes
numerous steps to ensure provision of maximum comforts. Recently, a Child Day
Care facility has been created in close proximity to work premises with all
essential staff and equipment. Married female employees are offered opportunity
to entrust complete care of their young ones to trained and experienced staff.
Child day care allows female employees to pay unhindered focused attention to
work requirements while their child remains safe and comfortable. The premises
and environment are neat and clean with all basic needs fulfilled to ensure
complete care of the children.





Preventative
Health Care Program—In addition to the comprehensive out-patient and in-patient
medical benefits, preventive health care has also been introduced. This phased
program focuses on vaccination of our employees against Hepatitis – A/B,
Tetanus, Typhoid and Flu, etc. This is a regular annual immunization program to
keep employees healthy.





NetSol
Corporate University—NetSol Corporate University (“NCU”) was
established for developing human resources at NetSol. A need was felt to
further develop and retain the talent at hand through strategic learning
interventions to respond to growing competition and challenges.





The
mission of NCU is:


§
              To
      discover, develop, and deploy the talent at
  NetSol


§
              To
      nurture leadership in people and
processes


§
              To
      explore and develop capable backups for positions critical to
      organizational continuity




8




NETSOL
TECHNOLOGIES NORTH AMERICA, INC.





The
operational assets of NetSol Technologies North America, Inc. (“NTNA”) were
initially integrated into the Company in 2006 as a result of the acquisition of
McCue Systems, Inc. The division has been restructured and reorganized both at
the management and business levels with several new senior sales and marketing
personnel replacing less senior personnel in the third and fourth quarters of
2008.  NTNA is a very significant component of the global NetSol
Group. In the wake of the recent recession, we embarked on strategic
restructuring of NTNA. The successful concept of global delivery capabilities
was implemented in NTNA to best leverage NetSol’s BestShoring®. This integration
coupled with the optimum utilization of technical teams in NTNA and globally,
makes us better equipped to provide best results to our clients worldwide with
improved gross margins.





The NTNA
sales and marketing efforts have been combined with the global sales group. This
approach has brought new dimension and business visibility to the entire sales
and marketing organization. This further strengthens the cross selling and
global resource mobilization to better serve our customers anywhere in the
world.





NTNA
provides client requirement-based solutions across multiple technology
practices, in both the public and private sectors, with the largest practice
being the leasing technology vertical. NTNA offers development of Web-enabled
and Web-based tools to deliver superior customer service, reduce operating
costs, streamline the lease management lifecycle, and support collaboration with
origination channel and asset partners.  NTNA’s product, LeasePak, can
be configured to run on HP-UX, SUN/Solaris or Linux, as well as for Oracle and
Sybase users.  For scalability, NTNA offers LeasePak Editions for
systems and portfolios of virtually all sizes and complexities. These solutions
provide the equipment and vehicle leasing infrastructure at leading Fortune 500
banks and manufacturers, as well as for some of the industry’s leading
independent lessors. NetSol customers include such companies as Nissan North
America, Nissan Mexico, Hyundai, JP Morgan/Chase, KeyCorp Leasing, City National
Bank, Terex Corp., National City Capital Corp., ORIX, and Volkswagen
Credit.





Global
Business Services





NTNA has
released a full suite of Global Business ServicesTM outsourcing
services and customized development solutions, initially focused on the North
American equipment finance technology market. The services offering leverage 30
plus years of equipment leasing and lending experience. While the division's has
long offered NTNA customers a range of business process engineering services,
the new offering package expands the menu of available services to meet market
needs. Offered services include customized application development, a full range
of Quality Assurance (QA) services, customized strategic report design, and
business intelligence tool development. Leveraging well-established
relationships with users of the division's flagship application, the Global
Business ServicesTM team will market to these existing customers, then to
adjacent groups within customer organizations, eventually building out to a
full, industry-wide sales and marketing strategy.





In
leveraging the Company’s global footprint, blue chip customer base and
BestShoring®
initiatives, we believe NTNA provides an integrated North American presence to
our global offering of software and services based solutions to the lease and
finance industry.  Not only does this provide a U.S. base of
operations and footprint for NetSol, but makes NetSol the only company focusing
on the commercial and consumer lease/finance marketplace with actual live
implementations within nearly every region of the globe, including, U.S.,
Canada, Europe, Asia-Pacific and the Far East.





To
further bolster NetSol’s Solutions capabilities, in October 2008, NetSol
acquired Ciena Solutions, a preferred SAP and Business Objects integration firm.
The Ciena Solutions practice is now integrated into our wholly owned subsidiary,
NetSol Technologies North America, Inc.  This acquisition expanded
NetSol’s domain and subject matter expertise to include integration and
consulting services for:


·
              SAP
      R/3 System deployments


·
              NetWeaver


·
              Exchange
      Infrastructure Portals


·
              MySAP
      Business Suite


·
              Supplier
      Relationship Management
Module


·
              Client
      Relationship Management
Module


·
              SAP/Business
      Objects Products and related
Services





In
additional to this expansion of SAP-centric integration consulting and Services,
this practice has developed proprietary intellectual property in the form of
designs and source code focused on enhancing SAP-centric procurement activities.
Our SAP’s practice product, SmartOCI completed initial development and beta
tested to good results.




9




NFSTM - LeasePak




As part
of NetSol’s Financial Suite (NFS) TM of products, NTNA has and continues to
develop the LeasePak Productivity modules as an additional companion set of
products to operate in conjunction with the LeasePak licensed
software.  This toolset enables the LeasePak user to leverage the
power of the system to streamline originations, integrate the dealer/vendor
network, automate documentation, enhance customer service, manage risk, and
control infrastructure overhead. In early 2009, LeasePak 6.1b was released for
general availability and has gone into production. The LeasePak 6.1 MR1 also
released in 2009 fixed multiple software issues.





The
components of the LeasePak Productivity Suite include but not limited
to:





Channel
IT– A web-based front end origination channel manager, ChannelIT provides a
browser-based origination tool for use by the remote sales force as well as the
broker/dealer network and vendor partners. Using ChannelIT’s seamless interface
to LeasePak, contract originators and operational personnel have instant access
to credit information, terms, and conditions, reducing acceptance times and
eliminating costly data re-entry.





Link IT–
A toolkit of application interfaces to streamline the integration of the
LeasePak lease portfolio management system with best-of-breed third-party tools
and enterprise applications. Designed to work with web services as well as with
the client-server architecture, LinkIT streamlines application integration and
reduces version-maintenance overhead.





Doc IT–
The integrated document generation for LeasePak auto-generates the letters and
documents required to book and finalize a deal. Using customer private-label
graphics and customer existing document formatting, LeasePak generates letters
and documents, delivers them, and archives them for instant access throughout
the life of the contract, asset, and customer relationship.





View IT–
A complete business intelligence toolset to give the customer the information
required to monitor its lease/loan portfolios. ViewIT provides streamlined
strategic reporting, easy-to-use ad-hoc reporting, plus a data warehouse and
executive dashboard to identify trends, manage risk, and assure compliance for
using real-time strategic information.





Serv IT–
LeasePak’s customer web portal enables users to offer customers the convenience
of web-based account self-management. The lessor benefits from reduced help desk
costs as customers use the web to, amongst other tasks, check payments, update
account information, and request payoff quotes.





AcquireIT
– A powerful data management and business development tool that enhances the
ability of LeasePak users to generate business with each other. This add-on
allows equipment leasing entities to greatly reduce the overhead in time and
resources required to buy and sell aggregated contracts and/or portfolios,
giving LeasePak users a competitive advantage over users of other portfolio
management systems.





With the
release of LeasePak 6.0b, users have new options for navigation and
reporting.  New capabilities have been incorporated into the
product:  Business Development Module which streamlines the exchange
of aggregated finance contract portfolios between LeasePak users; Commercial
Lending Module which adds core functionality for the management of commercial
loans; and, Asset Focus Module which provides new options for users to enhance
asset accounting and reporting options.





NETSOL
TECHNOLOGIES EUROPE, LTD.





Headed by
Naeem Ghauri as Director and President, NetSol Technologies Europe, Ltd (“NTE”)
has been an integral part of the Company since February 2005 when NetSol
acquired 100% of CQ Systems Ltd., an IT products and service company based in
the UK.  This acquisition provided NetSol with access to a broad
European customer base using IT solutions complementary to NetSol’s LeaseSoft
product. NetSol has leveraged NTE’s knowledge base and strong presence in the
Asset Finance market to launch LeaseSoft in the UK and continental
Europe.  Under Mr. Ghauri’s leadership as head of Global Sales, NTE’s
strong sales and marketing capability is being maximized as the coordinator of
global sales.





Products





NTE’s
recent LeaseSoft win with a major European bank is a strong vindication of our
strategy to leverage our global expertise to develop and market regional
solutions while successfully servicing our clients’ specific needs. Our
LeaseSoft solutions, with enhanced business coverage for the European markets,
are geared to provide a quick return on investment to our clients as well as
generate a new revenue driver for the group. The new European LeaseSoft
multi-product portfolio has gathered strong initial traction, in a relatively
short time, and reflects the growing strength of our product and customer
presence in Europe.




10




A part of
NTE’s successful integration has included the continued leverage of the
Company’s high quality but lower cost resources in its offshore development
center in Lahore, Pakistan.  This phase of the transition plan has
been completed whereby a dedicated team of software engineers and testers have
been trained on the NTE product suite and most of the quality assurance,
documentation and some of the NTE products core software development activities
have been transitioned to Lahore.  NTE has been able to implement
significant productivity and cost improvements which have included realizing the
higher level of cost efficiencies of using the Lahore offshore facility for
software development and quality assurance.





Like all
NetSol companies, NTE has seen its sales and revenues focus increasingly on
total client services rather than on a purely, one-off, product based
model.  Roughly two-thirds of the new sales for NTE came from products
which did not exist when the company was purchased by NetSol.  The
total client services model has seen an expansion from a solely back office
based product to a greater front office focus. This front office focus tends to
be highly customized as the initial interface for the customer.  NTE’s
auto decision component was developed sooner than any competitors and together
with its web-based portal, is one of the many front ends solutions that NTE has
implemented.





In
addition to offering all NetSol products, NTE products include: LeaseSoft
Portal- introduced to support online access to proposals and for the foundation
of web-based origination systems; LeaseSoft Document Manager- introduced to
facilitate the automation production and distribution of proposal documentation,
including indexation and branding of all outbound and inbound documents;
LeaseSoft Auto-Decision Engine- developed to provide automation of credit
checking and underwriting for standards based financial products; LeaseSoft EDI
Manager- introduced to facilitate process automation between business
introducers and funders; and, Evolve- launched to provide an entry level
software package for own book brokerages and small to medium size
funders.





NTE has
recently performed significant updates on the core product and customer systems
to ensure compliance with the onerous CCA2006 legislation.  NTE has
further implemented significant development enhancements, including a major
development for the collections module with significant automation of the
arrears handling and collections.





Global
Business Services





Following
the establishment of NTNA’s recent services offering, NTE launched its
Enterprise Services division this year to leverage both its offshore IT and
Business Process Outsourcing capabilities. This move into outsourced services is
seen as strategic to the future growth of NetSol.





NetSol
office in Beijing, China





As part
of its growth strategy and in view of the desire to serve its markets better,
NetSol established a sales office in Beijing, China.  This office is
both asales and marketing location and a liaison office for the Company’s
ongoing operations and implementation services for Daimler Financial Services,
BMW and other clients in the country.  The office is managed by NetSol
PK. While the western markets have suffered tremendously due to the severe
recession, the Chinese markets have held up. Due to the growing demand for
NetSol’s NFSTM offering in China, we have hired local Chinese staff in addition
to the Pakistani staff to support the demand surge.





NetSol’s office in Bangkok,
Thailand





To
further strengthen its presence in the Asia-Pacific market, and to provide
exclusive services to its clients, the company has recently established a
support office at a prime location in Bangkok, Thailand. Its core
responsibilities are to enhance business through targeting potential customers
and providing technical support to the company’s existing clients in
Thailand.





NetSol
Technology Institute





Recently
started by the Company, and formerly NetSol Omni, the NetSol Technology
Institute (“NTI”) has been started with the goal of playing a vital role in the
transition phase of the Pakistan IT industry by creating a pool of skilled IT
human resources.  NTI is aimed at building a strong educational base,
initially as an institute, then branching out either as a wholly owned chain or
franchise.  NTI offers specialized career oriented trainings and
workshops on the latest tools and technologies.  The curriculum is
based on current and future industry needs and resource
requirements.  The instructors are industry practitioners sharing
their personal experiences during the training. NTI delivers training on
different platforms including in-house training and third party
arrangements.  We hope to enter into collaborations with international
industry consortiums such as the American Society for Quality for endorsement of
our trainings.




11




To meet
the current supply shortage of IT technicians, NTI has initiated an innovative
certification called STC to bridge this divide between demand and supply. STC is
a fast track, 1 year certification aimed at producing technicians that can be
used by the IT industry.





Organic
Growth, Alliances and Joint Ventures





Outsourcing
Services-NetSol-Innovation (EI)





In
November 2004, the Company entered into a joint venture agreement with the
Innovation Group (formerly referred to as TiG), NetSol-Innovation (Pvt) Ltd.,
(“EI”), a Pakistani company, provides support services enabling the Innovation
Group to scale solution delivery operations in key growth markets. EI operations
are centered in NetSol’s IT Village, Lahore, Pakistan. NetSol owns a majority of
the venture. The entities share in the profits of the joint venture on the basis
of their shareholding.  The outsourcing model between the Innovation
Group and NetSol involves services pertaining to business analyses,
configuration, testing, software quality assurance (SQA), technical
communication as well as project management for development software for the
Innovation Group.  Today, NetSol has developed extensive expertise
across the insurance domain and has become a center of excellence.





Initiated
with a 10 person outsourcing team in Lahore in February 2005, this arrangement
has extended to 100 persons with the additional resources catering to the
increased influx of outsourcing of configuration and testing assignments from
the Innovation Group. Prominent Innovation Group’s customers being serviced from
Lahore include JM Family Enterprises USA, Avis Budget Car Rental Group USA,
Norwich Union UK, Hertz UK, Aviva Canada, Erinaceous UK and many others. Backed
up by a dedicated 4Mbps fiber optic link and an additional 2Mbps wireless backup
link for communication and teleconferencing, this arrangement allows NetSol's
human resources to efficiently and effectively respond to additional outsourcing
and offshore configuration work.





NetSol
Atheeb Group, Ltd.





NetSol
has forged a new joint venture with the Atheeb Group, a very established and
diversified business conglomerate based in Riyadh, Saudi Arabia whereby NetSol
owns 51% and Atheeb own 49% of the joint venture. Atheeb Group was established
in 1985 in Kingdom of Saudi Arabia and is operating in several business sectors
in the Middle East.  The Atheeb NetSol Limited joint venture will
focus on market development opportunities around penetrating the software
engineering arena in key business sectors such as telecommunications, defense,
and finance, among others. Atheeb NetSol Limited will leverage the strength of
Atheeb’s local presence in key geographies where Atheeb is operating as well as
supporting private, public and governmental customer business activities. NetSol
will provide best practices project management and the comprehensive delivery
capabilities of its CMMi Level 5 certified Center of Excellence for software
engineering, research and development, as well as customer support and
training.





NetSol
GK Latin America





Management
believes that the NetSol model is ideally suited to the newly emerging markets
of Latin America. By forming a new joint venture with Grupo Karims, a
diversified and established group in Latin America, we intend to gain access to
a new market and pool of IT resources.  NetSol GK Latin America will
be used to support the expansion of NTNA’s (NTNA) BestShoring® business model
and establish an additional NetSol Center of Excellence for the provision of
cost effective global business services throughout North America and Latin
America. The joint venture provides for the delivery of a full range of IT
services and software development capabilities including bespoke software
development, software integration and test engineering, SAP integration services
as well as related IT solutions to public and private sector clients. The new
NetSol GK Latin America partnership will provide NetSol a state-of-the-art technology
delivery facility located in Grupo Karims’ recently launched Altia Business Park
in San Pedro Sula, Honduras.




12




NetSol
SAP Practice





To
further bolster NetSol’s Solutions capabilities, in October 2008, NetSol
acquired Ciena Solutions, a preferred SAP and Business Objects integration firm.
The Ciena Solutions practice is now integrated into our wholly owned subsidiary,
NetSol Technologies North America, Inc.  This acquisition expands
NetSol’s domain and subject matter expertise to include integration and
consulting services for:





·
              SAP
      R/3 System deployments


·
              NetWeaver


·
              Exchange
      Infrastructure Portals


·
              MySAP
      Business Suite


·
              Supplier
      Relationship Management
Module


·
              Client
      Relationship Management
Module


·
              SAP/Business
      Objects Products and related
Services





In
additional to this expansion of SAP-centric integration consulting and Services,
this practice has developed proprietary intellectual property in the form of
designs and source code focused on enhancing SAP-centric procurement
activities.




Growth
through Establishing Partner Networks




NetSol is
well aware that market reach is essential to effectively market IT products and
services around the globe. For this purpose, the Company is looking forward to
establishing a network of partners worldwide. These companies will represent
NetSol in their respective countries and will develop business for NetSol.
Keeping these strategic objectives in view, NetSol has entered into a mutually
non-exclusive agreement with Singapore Computer Systems (“SCS”) that allows SCS
to market LeaseSoft in the entire Asia Pacific region.





NetSol is
a member of the world’s largest equipment leasing association, the Equipment
Leasing and Finance Association of North America or ELFA.  Boasting
more than 1,000 members, the ELFA is a strong presence in the $250 billion North
American market.




The
Company continues to explore mergers and acquisition opportunities with a focus
on strategic acquisitions that provide immediate, strong, bottom line
benefits.  Management believes that an ideal target will fulfill one
or many of these criteria:  geographic synergy/providing a foot print
in a market; unique and/or complimentary product lines; provide additional, and
cost effective development hubs, or complimentary or target customers in a
previously untapped market.  While there is no guaranty that an
acquisition which appears to be sound will ultimately benefit the Company,
management continues to analyze the price, value and market of any potential
target.  The model of targeting well established, profitable product
companies, within NetSol’s domain, management believes, has proven successful
with our recent acquisitions.  Management believes this model can be
replicated over the next three years.




Strategic
Alliances





With its
leadership position in technology and software development in Pakistan, NetSol
has been actively involved in a number of partnerships with multiple
international entities and corporations.  These include joint
ventures, systems integration, local services, as well as consulting for large
enterprises.  Some of NetSol’s partners in Pakistan are:


·
              Oracle
      Microsoft Gold Partner


·
              IBM
      Business Partner


·
              Sun
      Microsystems


·
              HP
      DSPP Partner


·
              Daimler
      Financial Services


·
              Innovation
      Group PLC UK


·
              GE


·
              Software
      Engineering Institute


·
              Kaspersky
      Lab


·
              SAP


·
              Business
      Objects


·
              IBM-Internet
      Security System


·
              REAL


13


U.S. and
UK partners include Neptune Software, plc, Real Consulting, Field Solutions,
Group 88 and Lease Dimensions.





Daimler
Financial Services (“DFS”) Asia Pacific has established an “Application Support
Center (ASC)” in Singapore to facilitate the regional companies in LeaseSoft
related matters. This support center is powered by highly qualified technical
and business personnel. ASC LeaseSoft in conjunction with NetSol PK are
supporting DFS companies in seven different countries in Asia and this list can
increase as other DFS companies from other countries may also opt for
LeaseSoft.  In July 2008, the Company entered into a new Frame
Agreement with Daimler Financial Services AG (“DFS”) for the Asia Pacific and
Africa region.  This agreement, which serves as a base line agreement
for use of the LeaseSoft products by DFS companies and affiliated companies,
represents an endorsement of the LeaseSoft product line and the capabilities of
NetSol to worldwide DFS entities. This continued endorsement has had a
tremendous impact on our perspective customers, it has helped our sales and
Business Development personnel to market and sell our LeaseSoft solution to blue
chip customers around the world.  This relationship has resulted in
new agreements with DFS and has served as a marketing source which has resulted
in agreements with companies such as Toyota and BMW.





NTE’s
strategic relationship with Field Solutions provided the Company with the
opportunity to increase product sales of Evolve, particularly for brokers
looking to start their own book.  The Field Solutions strategic
relationship has now been expanded through collaboration on Sales Pricing Tools
to facilitate tax based leasing operations in the middle to big ticket market
segment, further extending the regions’ product and market reach.





Technical
Affiliations





The
Company currently has technical affiliations such as: a Microsoft Certified GOLD
Partner; a member of the Intel Solution blueprint Program; IBM Business Partner
and, an Oracle Certified Partner.





Marketing
and Selling





The
Marketing Program





NetSol
management continues its optimism that the Company will experience ever
increasing opportunities for its product and services offerings in 2009 and
beyond.  The Company is aggressively growing the marketing and sales
organizations in the United Kingdom, in conjunction with NTE, in Pakistan with
NetSol PK and, with NTNA in the Americas.  The calendar year 2009 has
been the most turbulent year for the US and global economies due to the severe
recession. Thus the year 2009 showed a decline in sales and net income compared
to 2008. However, the Company has used this downturn to its advantage and
expanded sales and marketing operations in the US, China, Middle East and
Asia.  Significant progress has been made in branding NetSol as one
company worldwide with a uniform image and recognition. The objective of the
Company's marketing program is to create and sustain preference and loyalty for
NetSol as a leading provider of enterprise solutions, e-services consulting,
software solutions and business process outsourcing.  Marketing is
performed at the corporate and business unit levels. The corporate marketing
department has overall responsibility for communications, advertising, public
relations and the website and, also engineers and oversees central marketing and
communications programs for use by each of the business units.





Although
a few planned initiatives were abandoned due to decline in sales, selective new
marketing initiatives have either been launched or are in the pipeline. These
programs are designed to create brand awareness and to deliver our message
directly to our target group. As the Company has evolved in the past few years,
the number of solutions and service offerings has grown manifolds. The depth and
breadth of our products and services would be more effectively marketed by
participation in more industry events, advertising, holding seminars, delivering
keynote addresses and creating more channel distribution. Our key marketing
initiatives have been designed to transition the brand equity built by the NTNA
and NTE brands to the Company as a whole.





Our
dedicated marketing personnel, within the geographical units, undertake a
variety of marketing activities, including sponsoring focused client events to
demonstrate our skills and products, sponsoring and participating in targeted
conferences and holding private briefings with individual companies. We believe
that the industry focus of our sales professionals and our business unit
marketing personnel enhances their knowledge and expertise in these industries
and will generate additional client engagements.




14




The
Markets





NetSol
provides its services primarily to clients in global commercial industries. In
the global commercial area, the Company's service offerings are marketed to
clients in a wide array of industries including, automotive, chemical, textiles,
Internet marketing, software, medical, banks, higher education and
telecommunication associations, and, financial services.





Geographically,
NetSol has operations on the West Coast of the United States, Central Asia,
Europe, and the Asia Pacific region. NetSol took the initiative as the first US
Nasdaq listed company to dual list on the Nasdaq Dubai Exchange in
Dubai. Although UAE markets suffered the impact of recession, this move was
primarily to introduce NetSol to the potential of the very rich Middle Eastern
countries. By design, NetSol has increased its brand recognition in one of the
most vibrant and dynamically growing regions.





NetSol
will continue to manage LeaseSoft pre-sales support and deliveries by having two
specialized pools of resources for each of the five products under LeaseSoft.
One group focuses on software development required for customization and
enhancements.  The second group comprises of LeaseSoft consultants
concentrating on implementation and onsite support. Both groups are continually
trained in the domain of finance and leasing, system functionality,
communication skills, organizational behavior and client
management.





The Asian
continent, Australia and New Zealand, from the perspective of LeaseSoft
marketing, are targeted by NetSol Technologies from its Lahore subsidiary, its
offices in Beijing, and it’s newly opened business and technical support office
in Bangkok, Thailand. NetSol UK through its base in Horsham, United Kingdom,
focuses on the European market. The marketing for LeasePak and LeaseSoft in USA
and Canada is carried out directly by the North American division.





NetSol
has established a strategy to aggressively market NFSTM in various regions of the
world. As part of the strategy, NetSol has forged alliances with reputable IT
companies and has already appointed distributors in Singapore and
Greece.  NetSol has entered into a mutually non-exclusive agreement
with Singapore Computer Systems (SCS) that allows SCS to market NFSTM in the
entire Asia Pacific Region.  Furthermore, NetSol is looking forward to
developing partner networks all across the world with reputable
companies.





During
the last two fiscal years, the Company's revenue mix by major markets was as
follows:










2009
                      
                      
                      2008Asia
      Pacific Region (NetSol PK, NetSol-Innvation, Connect
    Abraxas)
                      
                      
                      64.90
                      %
                      
                      
                      68.22
                      %Europe
      (NTE, UK Ltd.)
                      
                      
                      14.69
                      %
                      
                      
                      20.95
                      %North
      America (NetSol Technologies, Inc., NTNA)
                      
                      
                      20.41
                      %
                      
                      
                      10.83
                      %Total
      Revenues
                      
                      
                      100.00
                      %
                      
                      
                      100.00
                      %





15





Fiscal Year
2008-2009 Performance Overview





The
Company has effectively expanded its development base and technical capabilities
by training its programmers to provide customized IT solutions in many other
sectors and not limiting itself to the lease and finance industry.





NetSol
Technologies Ltd.  (“NetSol PK”)





Our
off-shore development facility continues to perform strongly and has enhanced
its capabilities and expanded its sales and marketing activities. The Lahore
operation supports the worldwide customer base of the NFS,TM LeaseSoft suite of
products and all other product offerings.  NetSol has continued to
lend support to the Lahore subsidiary to further develop its quality initiatives
and infrastructure. The programming and development facility in Pakistan, being
the engine which drives NetSol worldwide, continues to be the major source of
revenue generation.  The Pakistan operation contributed 51% of the
2009 revenues with $13.8 million in revenues for the current year with a net
profit of $3.3 million before adjusting the minority interest.  This
was accomplished primarily through export of IT services and product licensed to
both the domestic and overseas markets.





While
available to support its product and services base on a world-wide basis, NetSol
PK’s selling and marketing efforts are focused on Asia Pacific, China and Middle
East. In China, the company has established a business office in the capital
city of Beijing from which it expects to have more business in the
future.   Business offices in Bangkok, Thailand and Australia
have been added in order to provide business and technical support for the
Company’s customers.





NetSol PK
has signed on new customers for NFSTM as well as for bespoke development
services. For NFSTM the following new projects were earned by the
Company:





·
              4
      new implementation contracts signed during the
  year.


·
              New
      names in the customer list include EFG Eurobank in Greece, Minsheng Bank,
      China & Volvo Automotive Finance
China.





Its
current client base includes, but is not limited to, Mercedes Benz Financial
Services (Australia, Japan, New Zealand, Singapore, South Korea, Thailand, China
and Taiwan), Yamaha Motors Finance Australia, Toyota Motors Finance China,
Toyota Leasing Thailand, Finlease Commercial Bank of Mauritius, CNH Capital
Australia, Fiat Automotive Finance China, Dongfeng Nissan Auto Finance China,
Nissan Financial Services Australia, BMW Financial Services in China, Volvo
Automotive Finance China, EFG Eurobank Greece and Al Amthal Leasing Saudi
Arabia.





Information
technology services are valuable only if they fulfill the business strategy and
project objectives set forth by the customer. NetSol’s expert consultants have
the technical knowledge and business experience to ensure the optimization of
the development process in alignment with basic business
principles.  The Company offers a broad array of professional services
to clients in the global commercial markets and specializes in the application
of advanced and complex IT enterprise solutions to achieve its customers'
strategic objectives. Services customers include:





NetSol
Technologies Europe, Ltd. (“NTE”)





In
February 2005, NetSol acquired 100% of CQ Systems Ltd., (now NetSol Technologies
Europe, Ltd. “NTE”) an IT products and service company based in the
UK.  As a result of this acquisition, NetSol has access to a broad
European customer base using IT solutions complementary to NetSol’s LeaseSoft
product.





NTE’s
integration has included the continued leverage of the Company’s high quality
but lower cost resources in its offshore development center in Lahore,
Pakistan.  This phase of the transition plan has been completed
whereby a dedicated team of software engineers and testers have been trained on
the NTE product suite and most of the quality assurance, documentation and some
of the Company’s products core software development activities have been
transitioned to Lahore.  NTE has been able to implement significant
productivity and cost improvements which have included realizing the higher
level of cost efficiencies of using the Lahore offshore facility for software
development and quality assurance.





The
combined NTE group contributed approximately $3.9 million in revenues during the
current fiscal year or 14% of the Company’s revenues.  The total net
loss was, approximately, $2.5 million.




16




A few of
NTE’s recent accomplishments include:





·
            In
      collaboration with its strategic partner Real Consulting Information
      Systems S.A. of Athens, Greece ("Real Consulting S.A."), NetSol signed an
      agreement with a major European Bank to implement LeaseSoft within its
      growing financial leasing unit. The Bank is an international banking
      organization that offers its products and services both through its
      network of over 1,500 branches and points of sale and through alternative
      distribution channels.


·
            Kaupthing
      Singer and Friedlander went live in February 2008 with the full web
      based proposal management and credit underwriting solution, a complete
      replacement of the web front end with an NTE
  product


·
            BNP
      Paribas LG NL went live in May 2008 with
  LSA


·
            Execution
      of a reseller’s agreement for LeaseSoft Asset with a strong software
      provider in Africa




NetSol
Technologies North America (“NTNA”)





NTNA
provides the leasing technology industry in the development of Web-enabled and
Web-based tools to deliver superior customer service, reduce operating costs,
streamline the lease management lifecycle, and support collaboration with
origination channel and asset partners.  NTNA customers include such
companies as Hyundai, JP Morgan/Chase, KeyCorp Leasing, City National Bank,
Terex Corp., National City Capital Corp., ORIX, and Volkswagen
Credit.





NTNA
contributed approximately $5.4 million in revenues during the current fiscal
year or 20% of the Company’s revenues.  The total net loss was,
approximately, $2.3 million.





This
division underwent restructuring and reorganization in June 2008. Due to change
of senior management in 2008, the new business activity slowed down while the
maintenance revenue continued.





NetSol-Innovation
(“EI”)





In
November 2004, the Company entered into a joint venture agreement with the
Innovation Group (formerly referred to as TiG), NetSol-Innovation (Pvt) Ltd.,
(“EI”), a Pakistani company, provides support services enabling the Innovation
Group to scale solution delivery operations in key growth markets. EI operations
are centered in NetSol’s IT Village, Lahore, Pakistan. NetSol owns a majority of
the venture. The entities share in the profits of the joint venture on the basis
of their shareholding.  The outsourcing model between the Innovation
Group and NetSol involves services pertaining to business analyses,
configuration, testing, software quality assurance (SQA), technical
communication as well as project management for development software for the
Innovation Group.  Today, NetSol has developed extensive expertise
across the insurance domain and has become a center of excellence.





EI
contributed approximately $3.1 million in revenue during the current fiscal year
or 11% of the Company’s revenues. The total net profit was, approximately, $1.0
million before adjusting for the 49.9% minority interest in
earnings.





NetSol
Connect (Pvt) Limited





In August
2003, NetSol entered into an agreement with United Kingdom based Akhter Group
PLC (Akhter).  Under the terms of the agreement, Akhter Group acquired
49.9% of the Company’s subsidiary; Pakistan based NetSol Connect (Pvt) Ltd., an
Internet service provider (ISP) in Pakistan.  In fiscal year 2004,
NetSol Connect steadily grew its presence in three cities (Karachi, Lahore and
Islamabad) by acquiring a small Internet online company called Raabta Online.
This created a national presence for wireless broadband business in key markets
that have experienced explosive growth. NetSol Connect with its new laser and
wireless technologies has a potential to become a major brand in
Pakistan.  The partnership with Akhter Computers is designed to
rollout the services of connectivity and wireless to the Pakistani national
market.





NetSol
Connect (Pvt) Ltd. will continue to seek to grow revenues. The revenue
contribution for NetSol Connect during the current fiscal year was $673,000 or
about 2% of revenues.  The total net loss was $174,000 before
adjusting the minority interest in losses.





17




Technology
Campus





Due to
the Company’s global growth, the NetSol development infrastructure has required
expansion.  Management and the Board have approved the construction of
a new structure behind the current NetSol tower in Lahore. To date the initial
piling work has been completed with construction expected to be completed within
two years.





The
original Technology Campus was completed in May 2004 and the Lahore operations
relocated to the facilities in May 2004.  The facility was formally
inaugurated by the former Prime Minister of Pakistan H.E. Shaukat Aziz on March
4, 2005. The campus has been declared a Software Technology Park by the
Government of Pakistan. The Government has also financed the linking of the
campus with the high speed fiber optic backbone capable of providing 155 MB
internet bandwidth. The Internet bandwidth is effectively utilized to offer
state of the art video conferencing and VOIP (Voice over IP) facilities for
effective and seamless communication with our global customer
base.  Encompassing a covered area of more than 55,000 square feet and
housing over 600 professionals, this is one of the largest such facilities for
IT services in the region.  During the current fiscal year, NetSol PK
needed to expand its space due to its growth.  It has made
arrangements with the owner of the adjacent land to build an office to the
Company’s specifications and the Company agreed to help pay for the development
of the land in exchange for discounted rent for the next three years.In addition, NetSol PK has
begun work on building a new building behind the current one.  The
enhancement of infra-structure is necessary to meet the company’s growth in
local and international business.In addition to being the
headquarters for NetSol’s subsidiaries in Pakistan, it also serves the NetSol
group’s global services and products development facility.  The CMMi
Level 5 rated facility ensures quality engineering practices to its clients
across the globe.  The campus site is located in Pakistan's second
largest city, Lahore, with a population of six million. An educational and
cultural center, the city is home to most of the leading technology oriented
academia of Pakistan including names like LUMS, NU-FAST & UET. These
institutions are also the source of quality IT resources for the Company. Lahore
is a modern city with very good communication and solid infrastructure and road
network. The Technology campus is located at about a 5-minute drive from the
newly constructed advanced and high-tech Lahore International Airport. This
campus is the first purpose built software building with state of the art
technology and communications infrastructure in Pakistan. The investment made by
the company in developing this technology campus is proving to be highly
effective in attracting new business not only from global blue chip customers
but also from the fast developing Pakistan market.





People
and Culture





The
Company believes it has developed a strong corporate culture that is critical to
its success. Its key values are delivering world-class quality software,
client-focused timely delivery, leadership, long-term relationships, creativity,
openness and transparency and professional growth. The services provided by
NetSol require proficiency in many fields, such as software engineering, project
management, business analysis, technical writing, sales and marketing,
communication and presentation skills. Every one of our software developers is
proficient in the English language.  English is the second most spoken
language in Pakistan and is mandatory in middle and high schools.





To
encourage all employees to build on our core values, we reward teamwork and
promote individuals who demonstrate these values. NetSol offers all of its
employees the opportunity to participate in its stock option program. Also, the
Company has an intensive orientation program for new employees to introduce our
core values and a number of internal communications and training initiatives
defining and promoting these core values. We believe that our growth and success
are attributable in large part to the high caliber of our employees and our
commitment to maintain the values on which our success has been
based.  NetSol worldwide is an equal opportunity
employer.  NetSol attracts professionals not just from Pakistan, where
it is very well known, but also IT professionals living overseas.





Management
believes it has been successful in capitalizing on the “Reverse Brain Drain”
phenomenon whereby it has been able to attract and retain highly qualified and
suitably experienced IT and management professionals working overseas and
returning to Pakistan.  These include senior management as well as
software development professionals that directly contribute to the
organization’s improvement of various engineering processes and procedures at
NetSol.





NetSol
believes it has gathered, over the course of many years, a team of very loyal,
dedicated and committed employees.  Their continuous support and
belief in the management has been demonstrated by their further investment of
cash. Most of these employees have exercised their millions of stock
options.  Management believes that its employees are the most
invaluable asset of NetSol.





Overall,
NetSol as a global IT company has over 20% female employees with the biggest
concentration in our development facility in Lahore and in the U.S.
headquarters. The Company is an equal opportunity employer. Being a successful
company with a well respected name in the business community, NetSol encourages
its employees to actively participate and contribute to charitable contributions
for catastrophic tragedies anywhere in the globe.




18




There is
significant competition for employees with the skills required to perform the
services we offer. The company runs an elaborate training program for different
cadre of employees ranging from technical knowledge, business domains as well as
communication, management and leadership skills.  The Company believes
that it has been successful in its efforts to attract and retain the highest
level of talent available, in part because of the emphasis on core values,
training and professional growth. We intend to continue to recruit, hire and
promote employees who share this vision.





As of
June 30, 2009, we had 718 full-time employees and 15 part-time employees;
comprised of 485 IT project and technical personnel in Pakistan, UK, Australia,
and US; and 233 non-IT personnel in Pakistan, UK, Australia and
US.  The non-IT personnel include 38 employees in management, 41
employees in sales and marketing, 21 employees in accounting,  18 in
customer support, and 115 in general and administration.  None of our
employees are subject to a collective bargaining agreement. Our telecom
subsidiary, NetSol Connect, has 71 full time employees based in Karachi,
Pakistan, which are included in the total full-time employee count.





Competition





Neither a
single company, nor a small number of companies, dominate the IT market in the
space in which the Company competes. A substantial number of companies offer
services that overlap and are competitive with those offered by NetSol. Some of
these are large industrial firms, including computer manufacturers and computer
consulting firms that have greater financial resources than NetSol and, in some
cases, may have greater capacity to perform services similar to those provided
by NetSol.





In the
LeaseSoft business space, the barriers to entry are getting higher. The products
are getting more cutting edge while richness in functionality is paramount.
Older companies have prolonged the life of their legacy products by creating
web-based front ends, while the core of the systems has not been
re-engineered.





In the
case of NFSTM, we compete chiefly against leading suppliers of IT solutions to
the financial industry, including names such as Fimasys, International Decision
Systems (IDS), Data Scan, CHP Consulting, 3i Infotech, Finnone and Nucleus
Software.





In the IT
based business services areas, we compete with both smaller local firms and many
global IT services providers, including names such as Wipro, InfoSys, Satyam
Infoway, HCL and TCS (Tata Consulting).





Our
competition is based primarily in high cost locations in the US, UK and Europe
as opposed to NetSol with its facility in Lahore. NetSol is now the only company
in the leasing and finance solution space that provides regional solutions in
North America, Europe and Asia Pacific.  In addition, it is the only
company in this space that is publicly listed and provides an offshore
development infrastructure with CMMi level 5 accreditation.





Some of
the competitors of the Company are International Decisions Systems, EDW, Data
Scan, AIPAC, CHP, KPMG, LMK Resources, Systems Innovation (Si3), Bearing Point,
Kalsoft, Systems Limited, Oratech Pakistan, TechAccess Pakistan a few others.
These companies are scattered worldwide geographically. In terms of offshore
development, we are in competition with some of the Indian companies such as
Wipro, HCL, TCS, InfoSys, Satyam Infoway and others. Many of the competitors of
NetSol have longer operating history, larger client bases, and longer
relationships with clients, greater brand or name recognition and significantly
greater financial, technical, and public relations resources than NetSol.
Existing or future competitors may develop or offer services that are comparable
or superior to ours at a lower price, which could have a material adverse effect
on our business, financial condition and results of operations.





Customers





Some of
the customers of NetSol include: Mercedes Benz Financial Services (Australia,
Japan, New Zealand, Singapore, South Korea, Thailand, China and Taiwan), Yamaha
Motors Finance Australia, Toyota Motors Finance China, Toyota Leasing Thailand,
Finlease Commercial Bank Mauritius, CNH Capital Australia, Fiat Automotive
Finance China, Dongfeng Nissan Auto Finance China, BMW Financial Services China
and Al Amthal Leasing Saudi Arabia. Volkswagen Credit U.S. & Canada; Hyundai
Motor Finance; Keycorp Leasing; Chase Equipment Finance; National City
Commercial Credit; City National Bank; and, Terex Corporation  In
addition, NetSol provides offshore development and testing services to The
Innovation Group Plc UK and their blue chip global insurance giants like
Allstate, Cendent, etc. EI contributes to about 12% of NetSol’s
revenues.    NetSol is also a strategic business partner for
Daimler (which consists of a group of many companies), which accounts for
approximately 4% of our revenue. Toyota Motors (which consists of a group of
many companies) accounts for approximately 5% of our revenues.  Nissan
Auto Finance (which consists of a group of many companies) accounts for
approximately 6% of our revenues.  However no single client represents
more than 10% of the revenue for the fiscal year ended June 30,
2009.


19


As
compared to the previous year, NetSol PK was able to materialize a number of
services contracts within the local Pakistani public and defense sectors. In
2009, NetSol PK has continued to make strides in the land recording sector by
winning two pilot projects in different cities of Pakistan. This year, NetSol,
has gone a step further by providing consultancy services to organizations so as
to improve their quality of operations and services in addition to winning
strategically important assignments within the E-Governance domain for
organizations of national significance in Pakistan, including the Ministry of
Health and Establishment Division. Also, NetSol was able to secure a major
defense sector hospital for its HMIS solution. Its clients include private as
well as public sector enterprises.  Also, NetSol was successful in
consolidating its standing as one of the preferred solutions provider for the
Military sector and Defense organizations.  The NetSol service
portfolio has now diversified into a comprehensive supply chain of end to end
services and solutions catering to BPR, consultancy, applications development,
and systems engineering and integration, as well as other supporting processes
for turnkey projects.





Web
Presence





The
Company is committed to regaining and extending the advantages of its direct
model approach by moving even greater volumes of product sales, service and
support to the Internet. The Internet provides greater convenience and
efficiency to customers and, in turn, to the Company. The company maintains two
corporate websites, www.NetSoltech.com
and www.NetSolpk.com for
its Global and Pakistani audience, respectively. NetSol’s software development
and SQA team as well as its clients use its web based customer relationship
management solution (HelpDesk) for timely and direct communication, as part of
providing ongoing support and maintenance services. More details can be found on
http://www.netsolhelp.com.





Through
the company’s web sites, its customers, both existing and potential, and
investors can access a wide range of information about its product offerings,
and support and technical matters.





Corporate
Structure





The
Company's corporate headquarters are in Calabasas, California.  Nearly
70% of the programming and development is carried out at NetSol’s technology
campus in Lahore, Pakistan. The other 30% of development is conducted in the
Proximity Development Center or "PDC" in Horsham, UK and the U.S. development
facility located in the San Francisco Bay Area of California. This signifies the
‘BestShoring®’ model by
providing the best services at the most efficient pricing model. The marketing
effort is shared and coordinated between the primary divisions operating at
NetSol PK. in Lahore, Pakistan; NetSol UK, NTE in the UK; and NTNA in the
U.S.  US marketing operations are conducted through the parent and
NTNA.  These are the core operating companies engaged in developing
and marketing IT solutions and software development and marketing.  An
initiative is underway to unify the look and feel of all advertising, branding
and marketing material.





NetSol
UK, together with NTE, services and supports the clients in the UK and Europe.
NetSol PK services and supports the customers in the Asia Pacific and South Asia
regions.  NTNA, together with the parent, supports all of the North
American customers.





Despite
numerous political and economic challenges facing Pakistan in 2008, World Bank
ranked Pakistan as the 60th country
in the ease of doing business ahead of both China and India. According to the
A.T. Kearney, Global Service Location Index 2009, Pakistan remains among the top
20 Off-Shoring IT destinations.





The IT
and telecommunication sector is the fastest growing sector in Pakistan mostly
due to growing privatization, relaxed policies and a 15 year tax holiday on IT
exports of services and products. These policies have strongly encouraged
companies, like NetSol, to enhance its infrastructure and develop a solid and
formidable team of IT professionals.





The
Company has seen noticeable demand from APAC and UAE region to use NetSol PK
development infrastructure that offers competitive price and technology
advantage to serve its customers.


20





A few of
NetSol’s achievements in 2009 were:





*
              Winning
      its first customer in Greece, EFU Eurobank
  Ergasias


*
            Executing
      a successful joint venture agreement with Atheeb
  Group


*
            Completing
      a joint venture agreement with Grupo
Karims


*
            Acquisition
      of an SAP practice; and,


*
            Further
      expansion in the China market by adding new
  customers





From the
point of view of our foreign partners and customers in NetSol, Pakistan remains
a safe place to do business. The specific successes achieved from the
acquisitions of CQ Systems (NTE) and McCue Systems (NTNA) endorses the fact that
Pakistan is a safe place to do business when compared to many other troubled
spots in the globe. Our best and proven business case is the NetSol - Innovation
Group joint venture. This represents the best example of not only NetSol’s
capabilities but the ability of a Pakistani based company to achieve off shore
business model success for a Western based company.  This joint
venture provides the major US and UK customers of Innovation Group in the UK
with world class service from NetSol Pakistan, enhancing the client’s
productivity at much more attractive prices.  Under any geo-political
challenges, the Company is quite prepared in any contingency to use alternate
development facilities located in Beijing (China), Horsham (UK) and Emeryville,
California (USA).





Organization





NetSol
Technologies, Inc. (formerly NetSol International, Inc.) was founded in 1997 and
is organized as a Nevada corporation.  The Company amended its
Articles of Incorporation on March 20, 2002 to change its name to NetSol
Technologies, Inc.





The
success of the Company, in the near term, will depend, in large part, on the
Company's ability to: (a) continue to grow revenues and improve profits, (b)
raise funds for continued operations and growth; (c) make a major entry in the
US market and, (d) streamline sales and marketing efforts in the Asia Pacific
region, Europe, the Middle East, Japan and Australia. However, management's
outlook for the continuing operations, which has been consolidated and has been
streamlined, remains optimistic and bullish. With continued emphasis on a shift
in product mix towards the higher margin consulting services, the Company
anticipates to be able to continue to improve operating results at its core by
reducing costs and improving gross margins. Management has effectively achieved
a seamless transition and integration of NTE and NTNA with NetSol front end and
back end operations.





Intellectual
Property





The
Company relies upon a combination of nondisclosure and other contractual
arrangements, as well as common law trade secret, copyright and trademark laws
to protect its proprietary rights. The Company enters into confidentiality
agreements with its employees, generally requires its consultants and clients to
enter into these agreements, and limits access to and distribution of its
proprietary information.   The NetSol logo and name, as well as
the LeaseSoft logo and product name have been copyrighted and trademark
registered in Pakistan.  The NetSol logo and BestShoring name has been
trademarked in the U.S.  The Company intends to trademark and
copyright its intellectual property as necessary and in the appropriate
jurisdictions.





Governmental
Approval and Regulation





Current
Company operations do not require specific governmental
approvals.  Like all companies, including those with multinational
subsidiaries, we are subject to the laws of the countries in which the Company
maintains subsidiaries and conducts operations.   Pakistani law
allows a tax exemption on income from exports of IT services and products up to
2016.  While foreign based companies may invest in Pakistan,
repatriation of their investment, in the form of dividends or other methods,
requires approval of the State Bank of Pakistan.  The present
Pakistani government has effectively reformed the policies and regulations
effecting foreign investors and multinational companies thus, making Pakistan an
attractive and friendly country in which to do business.





Research and
Development





In
anticipation of an upcoming World Bank funded program, NetSol Pakistan has been
proactively undertaking a Research and Development exercise to develop a proof
of concept for “computerization of Land Records Management Information System
(LRMIS)”. NetSol’s LRMIS is developed after thorough evaluations of existing
manual system and client/user needs, detailed system analysis and process flow
definition. It automates various land record management registers and is
programmed to generate key reports on multiple parameters. Overall it provides
the benefits of timely data availability, data transparency and accuracy, cost
effectiveness, easy transaction tracking and better decision making using
IT-enablement in a field where its need is hugely felt.  As of June
30, 2009, the Company has invested approximately $788,000 on this
project.


21


ITEM
2 - PROPERTIES





Company
Facilities





The
Company’s corporate headquarters have been located at 23901 Calabasas Road,
Suite 2072, Calabasas, CA 91302 since 2003.  It is located in
approximately 1,919 rentable square feet, with a monthly rent of $5,223.99. The
lease is a two-year lease expiring in December 2009.





Other
leased properties as of the date of this report are as follows:





Location/Approximate
                  
                  Square
      Feet
                  
                  Purpose/Use
                  
                  Monthly
      Rental ExpenseBeijing,
      China
                  
                  
                  431
                  
                  General
      Office
                  
                  $
                  3,993Emeryville,
      CA (NTNA)
                  
                  
                  23,908
                  
                  Computer
      and General Office
                  
                  $
                  80,331Horsham,
      UK (NetSol Europe)
                  
                  
                  6,570
                  
                  Computer
      and General Office
                  
                  $
                  12,528NetSol
      PK (Karachi Office)
                  
                  
                  1,883
                  
                  General
      Office
                  
                  $
                  1,528NetSol
      PK (Islamabad Office)
                  
                  
                  4,502
                  
                  General
      Office & Guest House
                  
                  $
                  2,416Bangkok,
      Thailand
                  
                  
                  936
                  
                  Computer
      and General Office
                  
                  $
                  752





The
Beijing lease is a two year lease that expires in August 2011. The monthly rent
is approximately $3,993 (RMB 27,295.84) per month.  The Bangkok lease
is a one year lease with monthly rent of $765 (THB 26,100). The NetSol Europe
facilities, located in Horsham, United Kingdom, are leased until June 23, 2011
for an annual rent of £75,000 (approximately $123,750). NTNA recently relocated
to the Emeryville, California location.  The Emeryville lease is a ten
year lease with monthly rent of $80,331.  The NetSol Karachi lease is
a 3 year lease and is rented at the rate of $1,528 per month.  The
NetSol Islamabad lease is a 15 year lease that expires on August 31, 2016 and
currently is rented at the rate of $2,416 per month.





Upon
expiration of its leases, the Company does not anticipate any difficulty in
obtaining renewals or alternative space.





Lahore
Technology Campus





The
Technology Campus was inaugurated in Lahore, Pakistan in May
2004.  This facility consists of 50,000 square feet of computer and
general office space.  This facility is state of the art,
purpose-built and fully dedicated for IT and software development; the first of
its kind in Pakistan.  Title to this facility is held by NetSol
Technologies Ltd. and is not subject to any mortgages.  The Company
also signed a strategic alliance agreement with the IT ministry of Pakistan to
convert the technology campus into a technology park.  By this
agreement, the IT ministry has invested nearly 10 million Rupees (approximately
$150,000) to install fiber optic lines and improve the bandwidth for the
facility.  In order to cater for future business expansion and taking
advantage of depressing real estate market, the company purchased two new
cottages adjacent to its main building. Total covered area of these cottages is
4,900 sq feet and it cost was approximately $250,000. The management has moved
its accounts, finance, internal audit, company secretariat, costing and
budgeting & procurement departments into these cottages.


22


ITEM
3 - LEGAL PROCEEDINGS




To the
best knowledge of Company’s management and counsel, there is no material
litigation pending or threatened against the Company.




ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





NetSol
solicited proxies for its annual meeting to be held on April 24,
2009.  As of the meeting date, 10,627,864 or 39.8% of the eligible
26,666,987 votes were present.  The bylaws of the Company require
50.1% of the eligible shareholders to be present in person or via proxy for a
quorum to be present.  Accordingly, a quorum was not present. As such
and according to the bylaws, the board of directors retained their positions
until the next meeting of shareholders.  The Company intends to hold
its annual meeting of shareholders as soon as practicable following the release
of this annual report.  The votes received for each item to be voted
on were as follows:





1.  Election
of Directors





The
following persons, in the absence of a quorum, retained their position as
directors until the earlier of their removal or the next election of
directors:  Najeeb Ghauri, Naeem Ghauri, Salim Ghauri, Shahid Burki,
Eugen Beckert, Mark Caton and Alexander Shakow.





2.  Ratification
of Appointment of Auditors





Kabani
& Company Inc. was appointed as Auditors for the Company to hold office
until the close of the next annual general meeting of the
Company.  The directors were authorized to fix the remuneration to be
paid to the auditors. The audit committee has the authority to appoint the
auditors for each fiscal year.  The proxy for the Company’s annual
meeting on April 24, 2009 sought ratification, but not approval of the
appointment of the auditors.  As no quorum was achieved, the matter
did not come for a vote.


23


PART
II





ITEM
5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITY





(a)
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





MARKET
INFORMATION - Common stock of NetSol Technologies, Inc. is listed and traded on
NASDAQ Capital Market under the ticker symbol "NTWK".





The table
shows the high and low intra-day prices of the Company's common stock as
reported on the composite tape of the NASDAQ for each quarter during the last
two fiscal years.




2008-2009
                                  
                                  
                                  2007-2008FiscalQuarter
                                  
                                  High
                                  
                                  
                                  Low
                                  
                                  
                                  High
                                  
                                  
                                  Low1st
      (ended September 30)
                                  
                                  
                                  3.40
                                  
                                  
                                  
                                  1.70
                                  
                                  
                                  
                                  3.19
                                  
                                  
                                  
                                  1.412nd
      (ended December 31)
                                  
                                  
                                  1.86
                                  
                                  
                                  
                                  .57
                                  
                                  
                                  
                                  4.64
                                  
                                  
                                  
                                  2.183rd
      (ended March 31)
                                  
                                  
                                  1.08
                                  
                                  
                                  
                                  .22
                                  
                                  
                                  
                                  2.75
                                  
                                  
                                  
                                  1.454th
      (ended June 30)
                                  
                                  
                                  .75
                                  
                                  
                                  
                                  .29
                                  
                                  
                                  
                                  3.06
                                  
                                  
                                  
                                  1.90




Common
stock of NetSol Technologies, Inc. is also listed and traded on the Nasdaq Dubai
Market under the ticker symbol “NTWK” since June 16, 2008.





RECORD
HOLDERS - As of September 10, 2009, the number of holders of record of the
Company's common stock was 258. As of September 10, 2009, there were 33,153,307
shares of common stock issued and outstanding and no shares of preferred stock
issued and outstanding.





DIVIDENDS
- The Company has not paid dividends on its Common Stock in the past two fiscal
years.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN





The table
shows information related to our equity compensation plans as of June 30,
2009:





Number of
                        securities to
                        be issued
                        upon
                        exercise of
                        outstanding
                        options,
                        warrants
                        and rights
                      
                      
                      Weighted-average
                        exercise price of
                        outstanding
                        options, warrants
                        and rights
                      
                      
                      Number of securities
                        remaining
                        available for
                        future issuance
                        under equity
                        compensation
                        plans
                        (excluding
                        securities
                        reflected in
                        column (a))Equity
      Compensation
                        Plans
      approved by
                        Security
      holders
                      
                      
                      9,484,534
                      (1)
                      
                      $
                      2.14
                      (2)
                      
                      
                      2,750,913
                      (3)Equity
      Compensation
                        Plans
      not approved by
                        Security
      holders
                      
                      None
                      
                      
                      None
                      
                      
                      NoneTotal
                      
                      
                      9,484,534
                      
                      
                      $
                      2.14
                      
                      
                      
                      2,750,913





(1)
            Consists
      of 8,000 under the 2001 Incentive and Nonstatutory Stock Option Plan;
      872,000 under the 2002 Incentive and Nonstatutory Stock Option Plan;
      475,000 under the 2003 Incentive and Nonstatutory Stock Option Plan;
      3,030,275 under the 2004 Incentive and Nonstatutory Stock Option Plan; and
      3,321,642 under the 2005 Incentive and Nonstatutory Stock Option
      Plan.


(2)
            The
      weighted average of the options is
$2.16.


(3)
            Represents
      667,159 available for issuance under the 2003 Incentive and Nonstatutory
      Stock Option Plan; 51,754 available for issuance under the 2004 Incentive
      and Nonstatutory Stock Option Plan; 1,175,000 available for issuance under
      the 2005 Incentive and Nonstatutory Stock Option Plan and 857,000
      available for issuance under the 2008 Incentive and Nonstatutory Stock
      Option Plan.


24


(b)
RECENT SALES OF UNREGISTERED SECURITIES





In April
2009, the Company issued 300,000 rule 144 shares to a consultant in exchange for
services rendered.  These shares were issued in reliance on an
exemption from registration available under Regulation D of the Securities Act
of 1933, as amended.





In May
2009, 25,000 rule 144 shares were issued to two employees as part of their
compensation package.  The shares were issued in reliance on an
exemption from registration available under Regulation D of the Securities Act
of 1933, as amended.





In May
2009 through June 30, 2009, the Company issued a total of 2,765,000 shares of
restricted common stock to employees as part of a stock purchase agreement,
exclusive of officers and directors of the Company.  The stock purchase
agreement was modified in September 2009 to bring the per share purchase price
to market price on the date of the stock purchase agreement.  These
shares were issued in reliance on an exemption from registration available under
Regulation D and Regulation S of the Securities Act of 1933, as
amended.





In June
2009, the Company issued 20,000 rule 144 shares of common stock to its new CFO
as part of his compensation package. The share issuance was approved by the
Company’s compensation committee.





During
the quarter ended June 30, 2009, employees exercised options to acquire 373,000
shares of common stock in exchange for a total exercise price of
$127,360.





ITEM 6 – SELECTED FINANCIAL
DATA





The
Company, as a Smaller Reporting Company, is not required to provide the
information required by this section.


25


ITEM
7- MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS





The
following discussion is intended to assist in an understanding of NetSol’s
financial position and results of operations for the year ended June 30,
2009.





Forward
Looking Information





This
report contains certain forward-looking statements and information relating to
NetSol that is based on the beliefs of management as well as assumptions made by
and information currently available to its management.  When used in
this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”,
“plan”, and similar expressions as they relate to NetSol or its management, are
intended to identify forward-looking statements.  These statements
reflect management’s current view of NetSol with respect to future events and
are subject to certain risks, uncertainties and assumptions.  Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results may vary materially from those
described in this report as anticipated, estimated or
expected.  NetSol’s realization of its business aims could be
materially and adversely affected by any technical or other problems in, or
difficulties with, planned funding and technologies, third party technologies
which render NetSol’s technologies obsolete, the unavailability of required
third party technology licenses on commercially reasonable terms, the loss of
key research and development personnel, the inability or failure to recruit and
retain qualified research and development personnel, or the adoption of
technology standards which are different from technologies around which the
Company’s business is built.  NetSol does not intend to update these
forward-looking statements.





Management
undertook major steps to counter the deep effect of global recession, such
as:





o
            Reduced
      headcount by 140 employees in all three key locations in Pakistan, the
      United Kingdom and the US.  The Company’s total headcount is
      approximately 720 people.





o
            Senior
      management compensation, benefits and perquisites were reduced by an
      average of 20% across the Company, while the CEO and Chairman voluntarily
      cut his compensation by 33%.





o
            Earlier
      this year, the senior management voluntarily forfeited approximately
      $400,000 of earned cash bonuses. In addition, senior officers agreed to
      the cancellation of option grants awarded by the Board in 2008 to further
      reduce expense.





o
            Restructured
      the corporate finance team at the headquarters by promoting Mr. Boo Ali
      CFO of NetSol Technologies, Ltd., Pakistan (5 year veteran with NetSol) to
      global CFO for NetSol Technologies, Inc. In addition, the parent company
      added an experienced controller to support the newly appointed CFO, while
      each subsidiary now has a stronger accounting staff in
    place.





o
            In
      2009, to enhance productivity and cost efficiencies, the concept of Global
      Delivery Model has been implemented.   Without moving the
      source codes of US products or UK products to Lahore, Pakistan, we have
      integrated the local developers / engineers / programming resources with
      PK technology group teams. This model would eventually create much
      stronger band width for customers worldwide but also have the same
      interfacing local management available for regional clients. In essence,
      the concept of BestShoring® model is effectively being
      executed.





o
            The
      global delivery model would further streamline the cost base as well as
      optimum utilization of NetSol Center of Excellence, CMMi Level 5
      technology campus and translate into better and more competitive pricing
      modules for our customers.





o
            Revamped
      sales organization from several departments into one group. The newly
      created global sales organization under one president of global sales,
      centrally headquartered in the UK, would provide much improved visibility
      and traction in all key markets worldwide. In addition to achieving
      critical mass and visibility, the regional sales heads have been created
      to directly report to President Group
Sales.





o
            In
      wake of the severe recession, the Global headquarters in Emeryville,
      California, has diligently begun the process of either renegotiating the
      rental costs and/or subleasing a portion of the space to reduce costs.
      However, the net effect of cost rationalization in operating expenses and
      general and administrative overhead  is  reflected
      from the fourth quarter of fiscal year
2009.


26


o
            Some
      marketing and new project activities had to be slowed down due to the poor
      economy but the most strategic new product development and research and
      development activities has increased. Management’s vision is that a one
      product global solution is the key initiative that will place NetSol in
      the next level of critical mass solutions
  providers.





Business
Development Activities:





·
            NetSol
      launched a long term strategy in 2008 to get NetSol brand and name
      recognition in UAE and GCC States by a dual listing on DIFX (now the
      NASDAQ DUBAI exchange). Management believes that the signing of a joint
      venture agreement with a very well established Saudi Arabian business
      conglomerate represents a major break-through for the
      Company.  The joint venture is a relationship between NetSol
      Technologies, Inc. and the Atheeb Group of the Kingdom of Saudi Arabia
      (“KSA”). NetSol owns 51% and Atheeb owns 49% of the newly created Atheeb
      NetSol, Ltd. to be based in Riyadh, Saudi Arabia. Atheeb has been in
      operation since 1985 and has major businesses in defense, public works,
      telecom, financial, transportation and agriculture. By partnering with
      Atheeb through a joint venture, NetSol gains access to not only major
      local projects in key sectors but also to regional economies in GCC
      states, Central Asia and Africa. The influence and reputation of Atheeb in
      the KSA and regional markets is compelling, and NetSol expects to benefit
      handsomely in coming years. The joint venture will fully utilize NetSol
      PK’s Lahore based center of excellence, CMMi Level 5 technology
      campus.


·
            NetSol
      has formed a joint venture with Grupo Karims, a major commercial business
      group in Latin America. The objective is to diversify and expand NetSol
      software programming and delivery capabilities in emerging economies of
      Latin America.


·
            The
      acquisition of Ciena Solutions for SAP services, has been effectively
      integrated with NetSol’s operation. Our new SAP services and offerings are
      being marketed to our existing US based clients and new markets to
      establish a key new vertical.   The US clients list
      includes a major energy utility company in California. Additionally, we
      believe a majority of NetSol global clients could benefit from SAP
      services and solutions. The Company is beta testing its product, SMART
      OCI, a search engine to expand its SAP product portfolio. The practice was
      recently awarded SAP PartnerEdge status as an SAP services
      partner.


·
            By
      expanding into the Americas, NetSol sees a strong opportunity to establish
      its brand recognition and create critical mass in the
      Americas.   Despite the recession and consolidations in the
      U.S., NetSol has embarked on an aggressive strategy to reposition and
      rebrand NetSol for the U.S markets. For example, NetSol is strategically
      rolling out offerings of the NetSol Financial SuiteTM to our global auto
      manufacturers, whether captive or non-captive, in the North and South
      American markets.   NetSol sees a new market in Mexico,
      Brazil, Costa Rica and many countries in Latin America as both mature and
      emerging markets are ripe for our flagship NFSTM applications. NetSol added
      two new global customers to the Americas in Nissan’s North America and
      Mexican operations.


·
            Management
      envisions a major growth in the Chinese market as China continues to
      have  strong economic indicators amongst the major industrial
      countries. China is the third largest economic power and its auto and
      banking sectors are growing at a dynamic pace, unlike the western markets.
      We are expanding the Beijing office and adding local staff. Our current
      five multi-national customers in China have begun to expand their
      relationship with NetSol. We recently signed a few new deals with a few
      multinational auto companies and Minsheng Bank,  one of the
      largest in China Management anticipates that the NFSTM products will
      demonstrate a noted break through with Chinese companies in coming
      months.


·
            The
      European economy has shown serious decline and the severe impact of
      consolidation and budget cuts have started to intensely affect our
      business there. The European markets are expected to remain sluggish and
      we will hold off any further investment until next
  year.


·
            We
      expect top line growth through investment in organic marketing
      activities.


27


NetSol
marketing activities will continue to:





·
            Encourage
      organic revenue growth in the Chinese market in the automobile, banking,
      manufacturing and captive leasing
sectors.


·
            Expand
      the Beijing office with new local Chinese staff and senior business
      development and project management
teams.


·
            Further
      penetrate the Asia Pacific markets by selling NetSol offerings in the key
      and robust markets of Australia, New Zealand, Singapore, Thailand, South
      Korea and, Japan.


·
            Expand
      Thailand operations with the aim of making it a second hub, after China. A
      few senior business development teams have been mobilized and relocated in
      Thailand to support the new business development efforts in the APAC
      region.


·
            While
      consolidating the development and sales teams, further build and expand in
      the North America market.  As the most mature and largest market
      for the Company’s solutions, North America will remain key to new revenue
      in the coming years.  NetSol’s existing product line including
      LeasePak and its modules will remain as a primary offering to support our
      existing customers.


·
            NetSol
      SAP practice will enhance the revenue and add new customers for SAP
      consulting service, staffing & proprietary bolt-on software
      offerings.


·
            Expand
      and support the new and innovative road map of more capable and robust
      solutions to the existing 30 plus US
customers.


·
            Expand
      marketing as selling efforts in Europe and Africa through local resellers,
      joint ventures and alliances.


·
            Expand
      and win new customers in the Middle Eastern markets through a recently
      formed joint venture with Atheeb Group in the KSA. This will include
      sectors in leasing, banking, defense and public
  areas.


·
            Optimize
      Lahore’s center of excellence in emerging and growing markets in Middle
      East.


·
            Grow
      new revenues in public and defense sectors in
  Pakistan.


·
            Expand
      and penetrate in e-government and automation in various sectors in
      Pakistan.


·
            As
      the global economy is bouncing back, we will improve our accounts
      receivable collections and new revenues by signing new customers
      worldwide.





Funding
and Investor Relations:





Management
anticipates, but there is no guaranty, that as the price of the Company’s shares
of common stock will rise, as quoted on the Nasdaq Capital Market
that:





·
            Officers
      may exercise options, as nearly 1.5 million of over 1.8 million are
      currently in the money;


·
            The
      realization of an additional nearly $1 million from an employee stock
      purchase while also expecting employees to exercise previously granted
      stock options that could generate an additional $500,000 to $750,000 in
      fiscal year 2010; and


·
            Exercise
      of warrants by major fund
investors.





Investor
Relations efforts will include:





·
            Launching
      a new IR/PR marketing campaign in the US market after the fiscal year 2009
      results.


·
            Reaching
      out to new small cap funds, sell side analysts and
      institutions.


·
            Presenting
      at 2 to 3 major investors conferences in fall
  2009.


·
            Injecting
      new capital into NTI by timely monetizing from NetSol PK, while
      maintaining majority holding.


·
            Seeking
      the participation of strategic value added business partners, such as
      joint venture partners, to invest in the Company and support their long
      term relationship with the Company.


·
            Creating
      value propositions for strategic ownership by joint venture partners in
      the Middle East and China.





Improving
the Bottom Line:





·
            Further
      improve daily service and rate of
delivery.


·
            Carefully
      enhance pricing of NetSol solutions offerings
  worldwide.


·
            Continue
      consolidation and reevaluating operating margins as an ongoing
      activity.


·
            Streamline
      further cost of goods sold to improve gross margins to historical levels
      over 50%, as sales ramp up.


28


·
            Generate
      higher revenues per employee, enhance productivity and lower cost per
      employee.


·
            Consolidate
      subsidiaries and integrate and combine entities to reduce overheads and
      employ economies of scale.


·
            Grow
      process automation and leverage the best practices of CMMi level 5. Global
      delivery concept and integration will further improve both gross and net
      margins.


·
            Scale
      back a few marketing plans until the US economy begins to show a steady
      sign of recovery.


·
            Cost
      efficient management of every operation and continue further consolidation
      to improve bottom line.


·
            Reduced
      General and Administrative expense and expenses of marketing
      programs.


·
            Negotiate
      NTNA office space lease or sub lease to reduce monthly expense by at least
      50% on rent.





Management
continues to be focused on building its delivery capability and has achieved key
milestones in that respect.  Key projects are being delivered on time
and on budget, quality initiatives are succeeding, especially in maturing
internal processes.





In a
quest to continuously improve its quality standards, CMMi level companies are
reassessed every three years by independent consultants under the standards of
the Carnegie Mellon University to maintain its CMMi Level 5 quality
certification.  NetSol will be reassessed beginning of 2010 to further
improve its processes and internal procedures. We believe that the CMMi
standards are a key reason in NetSol’s demand surge worldwide. We remain
convinced that this trend will continue for all NetSol offerings promoting
further beneficial alliances and increasing the number and quality of our global
customers.  The quest for quality standards is imperative to NetSol’s
overall sustainability and success.  In 2008, NetSol became ISO 27001
certified, a global standard and a set of best practices for Information
Security Management.





MATERIAL
TRENDS AFFECTING NETSOL





Management
has identified the following material trends affecting NetSol.





Positive
trends:





·
            The
      global recession and consolidations have opened doors for low cost
      solution providers such as NetSol. The BestShoring® model of NetSol is a
      catalyst in today’s environment.


·
            The
      global economic pressures and recession has shifted IT processes and
      technology to utilize both offshore and onshore solutions providers, to
      control the costs and improve ROIs.


·
            China
      has become the third largest economy and has grown to over 7% GDP while
      other industrial nations have declined or grown
  marginally.


·
            China’s
      automobile and banking sectors have been unaffected by the global meltdown
      and in fact have outgrown all other economies with their recent automobile
      sales statistics.


·
            The
      surviving IT companies, such as NetSol, with price advantage and a global
      presence, will gain further momentum as economic indicators turn positive.
      The bigger customers and targeted verticals are much more cost conscious
      and are seeking a better rate of return on investments in IT services.
      NetSol has an edge due to its BestShoring® model and proven track record
      of delivery and implementations
worldwide.


·
            NetSol
      survived the most challenging economic times in 2008-2009 because of its
      product demands and dependency of customers. The Company has never lost a
      product or a license customer.


·
            There
      has been a noticeable new demand of leasing and financing solutions as a
      result of new buying habits and patterns in the Middle East, Eastern
      Europe and Central America.


·
            The
      surge of joint ventures in emerging markets is growing and is beneficial
      for  both parties, representing strengths with core competencies
      without any overlap. Thus, mitigating the risk of starting fresh in
      untested territories with modest
investments.


·
            Pakistan’s
      future looks bright due to recent elimination of extremists and a
      stabilizing judiciary and media. The new political landscape would weed
      out bad elements and is already showing signs of new direct foreign
      investments.


·
            The
      aid and support of trade in Pakistan from countries like the US, China,
      Saudi Arabia and other western and friendly countries seems to be growing
      recently. This will positively affect NetSol, local employees and
      customers worldwide. Pakistan has every potential to rise up as the plans
      for energy, power, agriculture and infrastructures (including 12 new dams
      to be built by Chinese companies) creates a much better outlook and growth
      for Pakistan.


29


·
            US
      AID and many other western agencies are diligently assisting the Pakistani
      people to improve literacy, education, poverty alleviation and healthcare
      programs. These initiatives will necessarily result in more graduates in
      science and technology areas.


·
            Global
      opportunities to diversify delivery capabilities in new emerging economies
      that offer geopolitical stability and low cost IT resources reducing
      dependency upon Lahore technology
campus.


·
            Positive
      growth and resiliency indicators of domestic economy in Pakistan (a cash
      based economy)will lead to renewed optimism for growth in local public and
      private sectors.


·
            Our
      global multi-national clients have continued to pursue deeper
      relationships in newer regions and countries. This reflects our customers’
      dependencies and satisfaction with our NetSol Financial Suite of
      products.


·
            The
      levy of Indian IT sector excise tax of 35% (NASSCOM) on software exports
      is very positive for NetSol. In Pakistan there is a 15 year tax holiday on
      IT exports of services. There are 7 more years remaining on this tax
      incentive.


·
            Latest
      comments by the Federal Reserve on anticipated upturn in economy by year
      end 2009.





Negative
trends:





·
            Dramatic
      and deep global recession has created a serious decline in business
      spending causing significant budget cuts for many of the Company’s target
      verticals.


·
            Tightened
      liquidity and credit restrictions in consumer spending has either delayed
      or reduced spending on business solutions and systems squeezing IT budgets
      and elongating decision making
cycles.


·
            Corporate
      earnings losses and liquidity crunch causing delays in the receivables
      from few clients.


·
            Challenged
      US auto sectors, banking and retail sectors, thus resulting in longer
      sales and closing cycles.


·
            Anticipated
      worsening US deficit and rise in inflation in coming years would further
      put stress on consumers and business
spending.


·
            Unrest
      and growing war in Afghanistan could increase the migration of both
      refugees and extremists to Pakistan, thus creating domestic and regional
      challenges.





CRITICAL
ACCOUNTING POLICIES





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”).  GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on
the assets, liabilities, and expense amounts reported.  These
estimates can also affect supplemental information contained in the external
disclosures of NetSol including information regarding contingencies, risk and
financial condition.  Management believes our use of estimates and
underlying accounting assumptions adhere to GAAP and are consistently and
conservatively applied.  Valuations based on estimates are reviewed
for reasonableness and conservatism on a consistent basis throughout
NetSol.  Primary areas where our financial information is subject to
the use of estimates, assumptions and the application of judgment include our
evaluation of impairments of intangible assets, and the recoverability of
deferred tax assets, which must be assessed as to whether these assets are
likely to be recovered by us through future operations.  We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances.  Actual results may
differ materially from these estimates under different assumptions or
conditions.  We continue to monitor significant estimates made during
the preparation of our financial statements.





VALUATION
OF LONG-LIVED AND INTANGIBLE ASSETS





The
recoverability of these assets requires considerable judgment and is evaluated
on an annual basis or more frequently if events or circumstances indicate that
the assets may be impaired.  As it relates to definite life intangible
assets, we apply the impairment rules as required by SFAS No. 121, “Accounting
for the Impairment of Long-Lived Assets and Assets to Be Disposed Of” which
requires significant judgment and assumptions related to the expected future
cash flows attributable to the intangible asset.  The impact of
modifying any of these assumptions can have a significant impact on the estimate
of fair value and, thus, the recoverability of the asset.


30


INCOME
TAXES





We
recognize deferred tax assets and liabilities based on the differences between
the financial statement carrying amounts and the tax bases of assets and
liabilities.  Deferred income taxes are reported using the liability
method.  Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases.  Deferred tax
assets generated by the Company or any of its subsidiaries are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.  Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of
enactment.  Deferred tax assets resulting from the net operating
losses are reduced in part by a valuation allowance.  We regularly
review our deferred tax assets for recoverability and establish a valuation
allowance based upon historical losses, projected future taxable income and the
expected timing of the reversals of existing temporary
differences.  During the fiscal years ended June 30, 2009 and 2008, we
estimated the allowance on net deferred tax assets to be one hundred percent of
the net deferred tax assets.





CASH
RESOURCES




We were
successful in improving our cash position by the end of our fiscal year, June
30, 2009 with $4.4 million in cash worldwide.  In addition, $464,505
was injected by the exercise of options in 2009.





CHANGE
IN MANAGEMENT AND BOARD OF DIRECTORS





Board of
Directors





At the
2009 Annual Shareholders Meeting the Company’s current seven member board stood
for election.  As a quorum at this meeting was not achieved, and
according to the bylaws of the Company, the current slate retains its positions
as directors until the next meeting.  The board of directors is made
up of:   Mr. Najeeb U. Ghauri, Mr. Salim Ghauri, Mr. Eugen
Beckert, Mr. Naeem U. Ghauri, Mr. Shahid Burki, Mr. Mark Caton and Mr. Alexander
Shakow.





Committees





The Audit
committee is made up of Mr. Shahid Burki as Chairman, Mr. Caton, Mr. Beckert and
Mr. Shakow as members.  The Compensation committee consists of Mr.
Caton as its Chairman and Mr. Beckert, Mr. Burki, and Mr. Shakow as its
members.  The Nominating and Corporate Governance Committee consists
of Mr. Beckert as chairman and Mr. Burki, Mr. Caton and Mr. Shakow as
members.





RESULTS
OF OPERATIONS





THE
YEAR ENDED JUNE 30, 2009 COMPARED TO THE YEAR ENDED JUNE 30, 2008





Net
revenues for the year ended June 30, 2009 were $26,448,177 as compared to
$36,642,175 for the year ended June 30, 2008.   Net revenues are
broken out among the subsidiaries as follows:





2009
                    
                    
                    %
                    
                    
                    2008
                    
                    
                    %North
      America:NetSol
      Tech NA (NTNA)
                    
                    $
                    5,396,693
                    
                    
                    
                    20.40
                    %
                    
                    $
                    3,969,521
                    
                    
                    
                    10.83
                    %$
                    5,396,693
                    
                    
                    
                    20.40
                    %
                    
                    $
                    3,969,521
                    
                    
                    
                    10.83
                    %Europe:NetSol
      Tech Europe (NTE)
                    
                    
                    3,886,337
                    
                    
                    
                    14.69
                    %
                    
                    
                    5,908,661
                    
                    
                    
                    16.13
                    %NetSol
      UK
                    
                    
                    -
                    
                    
                    
                    0.00
                    %
                    
                    
                    1,767,564
                    
                    
                    
                    4.82
                    %3,886,337
                    
                    
                    
                    14.69
                    %
                    
                    
                    7,676,225
                    
                    
                    
                    20.95
                    %Asia
      Pacific:NetSol
      PK Tech
                    
                    
                    13,265,196
                    
                    
                    
                    50.16
                    %
                    
                    
                    19,610,797
                    
                    
                    
                    53.52
                    %NetSol-Innovation
                    
                    
                    3,098,353
                    
                    
                    
                    11.71
                    %
                    
                    
                    4,199,520
                    
                    
                    
                    11.46
                    %NetSol
      Connect
                    
                    
                    673,256
                    
                    
                    
                    2.55
                    %
                    
                    
                    811,232
                    
                    
                    
                    2.21
                    %NetSol-Abraxas
      Australia
                    
                    
                    128,342
                    
                    
                    
                    0.49
                    %
                    
                    
                    344,514
                    
                    
                    
                    0.94
                    %NetSol
      Omni
                    
                    
                    -
                    
                    
                    
                    0.00
                    %
                    
                    
                    30,366
                    
                    
                    
                    0.08
                    %17,165,147
                    
                    
                    
                    64.90
                    %
                    
                    
                    24,996,429
                    
                    
                    
                    68.22
                    %Total
      Net Revenues
                    
                    $
                    26,448,177
                    
                    
                    
                    100.00
                    %
                    
                    $
                    36,642,175
                    
                    
                    
                    100.00
                    %


31


The
following table sets forth the items in our consolidated statement of operations
for the years ended June 30, 2009 and 2008 as a percentage of
revenues.





For
      the YearEnded
      June 30,2009
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          2008%
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          %Net
      Revenues:License
      fees
                                                          
                                                          $
                                                          4,786,332
                                                          
                                                          
                                                          
                                                          18.10
                                                          %
                                                          
                                                          $
                                                          12,685,039
                                                          
                                                          
                                                          
                                                          34.62
                                                          %Maintenance
      fees
                                                          
                                                          
                                                          6,499,419
                                                          
                                                          
                                                          
                                                          24.57
                                                          %
                                                          
                                                          
                                                          6,306,321
                                                          
                                                          
                                                          
                                                          17.21
                                                          %Services
                                                          
                                                          
                                                          15,162,426
                                                          
                                                          
                                                          
                                                          57.33
                                                          %
                                                          
                                                          
                                                          17,650,815
                                                          
                                                          
                                                          
                                                          48.17
                                                          %Total
      revenues
                                                          
                                                          
                                                          26,448,177
                                                          
                                                          
                                                          
                                                          100.00
                                                          %
                                                          
                                                          
                                                          36,642,175
                                                          
                                                          
                                                          
                                                          100.00
                                                          %Cost
      of revenuesSalaries
      and consultants
                                                          
                                                          
                                                          9,787,965
                                                          
                                                          
                                                          
                                                          37.01
                                                          %
                                                          
                                                          
                                                          10,071,664
                                                          
                                                          
                                                          
                                                          27.49
                                                          %Travel
                                                          
                                                          
                                                          1,334,879
                                                          
                                                          
                                                          
                                                          5.05
                                                          %
                                                          
                                                          
                                                          1,719,743
                                                          
                                                          
                                                          
                                                          4.69
                                                          %Repairs
      and maintenance
                                                          
                                                          
                                                          370,487
                                                          
                                                          
                                                          
                                                          1.40
                                                          %
                                                          
                                                          
                                                          405,140
                                                          
                                                          
                                                          
                                                          1.11
                                                          %Insurance
                                                          
                                                          
                                                          174,761
                                                          
                                                          
                                                          
                                                          0.66
                                                          %
                                                          
                                                          
                                                          239,043
                                                          
                                                          
                                                          
                                                          0.65
                                                          %Depreciation
      and amortization
                                                          
                                                          
                                                          2,214,211
                                                          
                                                          
                                                          
                                                          8.37
                                                          %
                                                          
                                                          
                                                          1,398,454
                                                          
                                                          
                                                          
                                                          3.82
                                                          %Other
                                                          
                                                          
                                                          3,316,031
                                                          
                                                          
                                                          
                                                          12.54
                                                          %
                                                          
                                                          
                                                          1,890,100
                                                          
                                                          
                                                          
                                                          5.16
                                                          %Total
      cost of sales
                                                          
                                                          
                                                          17,198,334
                                                          
                                                          
                                                          
                                                          65.03
                                                          %
                                                          
                                                          
                                                          15,724,144
                                                          
                                                          
                                                          
                                                          42.91
                                                          %Gross
      profit
                                                          
                                                          
                                                          9,249,843
                                                          
                                                          
                                                          
                                                          34.97
                                                          %
                                                          
                                                          
                                                          20,918,031
                                                          
                                                          
                                                          
                                                          57.09
                                                          %Operating
      expenses:Selling
      and marketing
                                                          
                                                          
                                                          3,115,883
                                                          
                                                          
                                                          
                                                          11.78
                                                          %
                                                          
                                                          
                                                          3,722,470
                                                          
                                                          
                                                          
                                                          10.16
                                                          %Depreciation
      and amortization
                                                          
                                                          
                                                          1,973,997
                                                          
                                                          
                                                          
                                                          7.46
                                                          %
                                                          
                                                          
                                                          1,939,502
                                                          
                                                          
                                                          
                                                          5.29
                                                          %Bad
      debt expense
                                                          
                                                          
                                                          2,393,685
                                                          
                                                          
                                                          
                                                          9.05
                                                          %
                                                          
                                                          
                                                          58,293
                                                          
                                                          
                                                          
                                                          0.16
                                                          %Salaries
      and wages
                                                          
                                                          
                                                          3,443,390
                                                          
                                                          
                                                          
                                                          13.02
                                                          %
                                                          
                                                          
                                                          3,703,836
                                                          
                                                          
                                                          
                                                          10.11
                                                          %Professional
      services, including non-cash compensation
                                                          
                                                          
                                                          1,215,939
                                                          
                                                          
                                                          
                                                          4.60
                                                          %
                                                          
                                                          
                                                          837,598
                                                          
                                                          
                                                          
                                                          2.29
                                                          %General
      and adminstrative
                                                          
                                                          
                                                          3,590,118
                                                          
                                                          
                                                          
                                                          13.57
                                                          %
                                                          
                                                          
                                                          3,447,113
                                                          
                                                          
                                                          
                                                          9.41
                                                          %Total
      operating expenses
                                                          
                                                          
                                                          15,733,012
                                                          
                                                          
                                                          
                                                          59.49
                                                          %
                                                          
                                                          
                                                          13,708,812
                                                          
                                                          
                                                          
                                                          37.41
                                                          %Income
      from operations
                                                          
                                                          
                                                          (6,483,169
                                                          )
                                                          
                                                          
                                                          -24.51
                                                          %
                                                          
                                                          
                                                          7,209,219
                                                          
                                                          
                                                          
                                                          19.67
                                                          %Other
      income and (expenses):Gain
      (loss) on sale of assets
                                                          
                                                          
                                                          (404,820
                                                          )
                                                          
                                                          
                                                          -1.53
                                                          %
                                                          
                                                          
                                                          (35,484
                                                          )
                                                          
                                                          
                                                          -0.10
                                                          %Beneficial
      conversion feature
                                                          
                                                          
                                                          (40,277
                                                          )
                                                          
                                                          
                                                          -0.15
                                                          %
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          0.00
                                                          %Interest
      expense
                                                          
                                                          
                                                          (1,294,293
                                                          )
                                                          
                                                          
                                                          -4.89
                                                          %
                                                          
                                                          
                                                          (626,708
                                                          )
                                                          
                                                          
                                                          -1.71
                                                          %Interest
      income
                                                          
                                                          
                                                          291,030
                                                          
                                                          
                                                          
                                                          1.10
                                                          %
                                                          
                                                          
                                                          195,103
                                                          
                                                          
                                                          
                                                          0.53
                                                          %Loss
      on extinguishment of debt
                                                          
                                                          
                                                          (1,000,000
                                                          )
                                                          
                                                          
                                                          -3.78
                                                          %
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          0.00
                                                          %Gain
      on sale of subsidiary shares
                                                          
                                                          
                                                          351,522
                                                          
                                                          
                                                          
                                                          1.33
                                                          %
                                                          
                                                          
                                                          1,240,808
                                                          
                                                          
                                                          
                                                          3.39
                                                          %Other
      income and (expenses)
                                                          
                                                          
                                                          2,440,234
                                                          
                                                          
                                                          
                                                          9.23
                                                          %
                                                          
                                                          
                                                          2,169,383
                                                          
                                                          
                                                          
                                                          5.92
                                                          %Total
      other income (expenses)
                                                          
                                                          
                                                          343,396
                                                          
                                                          
                                                          
                                                          1.30
                                                          %
                                                          
                                                          
                                                          2,943,102
                                                          
                                                          
                                                          
                                                          8.03
                                                          %Net
      income (loss) before minority interest in subsidiary
                                                          
                                                          
                                                          (6,139,773
                                                          )
                                                          
                                                          
                                                          -23.21
                                                          %
                                                          
                                                          
                                                          10,152,321
                                                          
                                                          
                                                          
                                                          27.71
                                                          %Minority
      interest in subsidiary
                                                          
                                                          
                                                          (1,816,143
                                                          )
                                                          
                                                          
                                                          -6.87
                                                          %
                                                          
                                                          
                                                          (5,038,115
                                                          )
                                                          
                                                          
                                                          -13.75
                                                          %Income
      taxes
                                                          
                                                          
                                                          (91,132
                                                          )
                                                          
                                                          
                                                          -0.34
                                                          %
                                                          
                                                          
                                                          (121,982
                                                          )
                                                          
                                                          
                                                          -0.33
                                                          %Net
      income (loss)
                                                          
                                                          
                                                          (8,047,048
                                                          )
                                                          
                                                          
                                                          -30.43
                                                          %
                                                          
                                                          
                                                          4,992,224
                                                          
                                                          
                                                          
                                                          13.62
                                                          %Dividend
      required for preferred stockholders
                                                          
                                                          
                                                          (134,400
                                                          )
                                                          
                                                          
                                                          -0.51
                                                          %
                                                          
                                                          
                                                          (178,541
                                                          )
                                                          
                                                          
                                                          -0.49
                                                          %Net
      income (loss) applicable to common shareholders
                                                          
                                                          
                                                          (8,181,448
                                                          )
                                                          
                                                          
                                                          -30.93
                                                          %
                                                          
                                                          
                                                          4,813,683
                                                          
                                                          
                                                          
                                                          13.14
                                                          %





The total
consolidated net revenue for fiscal year 2009 was $26,448,177 as compared to
$36,642,175 in fiscal year 2008. This is a nearly a 28% decrease in
revenue.  Maintenance fee revenue increased 3% from $6,306,321 to
$6,499,419. Revenue from services, which includes consulting and implementation,
decreased 14% from $17,650,815 to $15,162,426.  The activity for
NetSol’s new license sales for NFSTM also decreased significantly. The decrease
is attributable mainly due to the unprecedented global recession resulting in
major budget cuts by the companies in IT spending.





Due to
the revision in our pricing policy, NFSTM license value in APAC is in the range
of $1.0 to $2.0 million, without factoring in services maintenance and
implementation fees.  Normally, NetSol negotiates 18-20% yearly
maintenance contracts with customers.  A number of large leasing
companies will be looking to renew legacy applications.  This places
NetSol in a very strong position to capitalize on any upturn in IT spending by
these companies.  As the Company continues to sell more of these
licenses, management believes it is possible that the margins could increase to
upward of 60%.


32


During
the current year, Region 2 successfully implemented its NFSTM product suite for
four major automotive captives in Australia and China.  NetSol has
signed a major contract with a leading automobile manufacturer in Australia was
for NFSTM.  NetSol won a contract with a leading cellular phone company
in Pakistan for the provision of Information Security System devices and support
services. A contract was signed with a major public sector hospital in Pakistan
to design and implement an IT system.  This represents a new vertical
for NetSol in developing Hospital Management Systems.  In addition,
NetSol has launched a new information security management initiative in
Pakistan, called “Secure Pakistan”.  The project aims to secure
critical information, while in storage or transfer, from theft.





During
the current year, NetSol,  led by the North American division launched
Global Business Services (“GBSTM”) to bring our competencies in delivering IT
services to the global market and especially in North America.  A new
business model, “BestShoring®” was developed to deliver the best solution to the
market using both on-shore and off-shore resources.





The North
American division has introduced “consulting selling” to its market whereby the
clients requirements are being accessed, with requirements workshops, and
providing the best solution to meet the client’s needs with NFSTM products
LeasePak and/or LeaseSoft.  North America continues
to introduce the NFSTM LeaseSoft product suite to its market.





Our
joint-venture, EI continues to grow overall.  The total programmer
strength is over 100 people dedicated to the joint-venture
projects.  In addition, two new projects in the United States of
America were signed and Innovation Group’s release management of five different
countries has recently been given to our Extended Innovation (“EI”) division
which works with the joint-venture.





NTE had
two customers “go-live” during the current fiscal year and had several contracts
for data transfers as the market in Europe consolidated.  There were
three new customers contracts signed during the current fiscal year, using the
full co-operation of the UK and Pakistan teams for the implementation, with the
UK staff doing the customer facing activities while Lahore provided the
technical and development input; a win for our “BestShoring®”
model.





The gross
profit was $9,249,843 for year ended June 30, 2009, as compared with $20,918,031
for the same period of the previous year.  This is a 56%
decrease.  The gross profit percentage was 35% for the current fiscal
year and 57% in the prior year.   The cost of sales was
$17,198,334 in the current year compared to $15,724,144 in the prior year. The
increase in cost of sales is mainly due to an increase in amortization
& depreciation expense coupled with the provision of certain third party
hardware/ software to various customers.





Operating
expenses were $15,733,012 for the year ended June 30, 2009, as compared to
$13,708,812 for the year ended June 30, 2008, an increase of 15% from the prior
year.  The increase is mainly attributable to a provision for doubtful
debts which the Company had to take keeping in view the current financial
crisis. Depreciation and amortization expense amounted to $1,973,997 and
$1,939,502 for the year ended June 30, 2009 and 2008,
respectively.  Combined salaries and wage costs were $3,443,390 and
$3,703,836 for the comparable periods, respectively, or a decrease of $260,446
from the corresponding period last year. General and administrative expenses
were $3,590,118 and $3,447,113 for the years ended June 30, 2009 and 2008,
respectively, an increase of $143,005 or  4%. As a percentage of
sales, these expenses were 13% in the current year compared to 9% in the prior
year.The increase in
costs is due to the expansion of Beijing and Bangkok sales offices, launching
activities of this new joint venture in Saudi Arabia, engagement
of  consultants for SOX 404 compliance, severance and settlements with
a few employees in the UK, Pakistan and USA, higher rent on the newly rented
lease in NTNA, a settlement cost with an investor and  increased
travel and other expenses that supporting a large workforce entail.





Selling
and marketing expenses reduced to $3,115,883 for the year ended June 30, 2009 as
compared to 3,722,470 for the year ended June 30, 2008.  As a
percentage of sales, these expenses were 11.8% in the current year compared to
10.1% in the prior year.  The Company provided for certain doubtful
debts of $2,393,685 and $58,293, during the years ended June 30, 2009 and 2008,
respectively.





The loss
from operations in fiscal year 2009 was $6,483,169 compared to an income of
$7,209,219 in fiscal year 2008. As a percentage of sales, net loss from
operations was 25% in the current year compared to an income of 19.7% in the
prior period.


33


Net loss
in fiscal year 2009 was $8,181,448 compared to income of $4,813,683 in fiscal
year 2008.During the years
ended June 30, 2009 and 2008, the Company was required to pay a cash dividend to
the preferred stockholders of $134,400 and $178,541.  The current
fiscal year amount includes a net reduction for the minority interest in
earnings of $1,816,143 compared to a reduction of $5,038,115 in the prior year
for the 49.9% minority interest in NetSol Connect and NetSol-Innovation, and the
42.04/41.32% minority interest in NetSol PK.  The current fiscal year
includes a net gain on the sale of some of the Company’s shares in NetSol PK on
the open market of $351,522. The net loss per share, basic and diluted, was
$0.30 and $0.30 in 2009 compared to a net income, basic and diluted, of $0.20
and $0.19 in 2008.





The net
EBITDA loss was $2,473,415 compared to income of $9,078,870 after amortization
and depreciation charges of $4,188,208 and $3,337,956, income taxes of $91,132
and $121,982, and interest expense of $1,294,293 and $626,708
respectively.  The EBITDA loss per share, basic & diluted was
$0.09 as compared to EBITDA income of $0.38 basic and $0.35 diluted. Although
the net EBITDA income is a non-GAAP measure of income, we are providing it
because we believe it to be an important supplemental measure of our performance
that is commonly used by securities analysts, investors, and other interested
parties in the evaluation of companies in our industry.  It should not
be considered as an alternative to net income, operating income or any other
financial measures calculated and presented, nor as an alternative to cash flow
from operating activities as a measure of our liquidity.  It may not
be indicative of the Company’s historical operating results nor is it intended
to be predictive of potential future results.





Quarterly
Results of Operations for the quarter ended June 30, 2009 and June 30,
2008





Net
revenues for the quarter ended June 30, 2009 and 2008 are broken out among the
subsidiaries as follows:





2009
                            
                            
                            
                            
                            
                            2008North
      America:NetSol
      -  North America
                            
                            $
                            1,351,643
                            
                            
                            
                            19.72
                            %
                            
                            $
                            816,455
                            
                            
                            
                            7.76
                            %1,351,643
                            
                            
                            
                            19.72
                            %
                            
                            
                            816,455
                            
                            
                            
                            7.76
                            %Europe:NetSol
      UK
                            
                            
                            -
                            
                            
                            
                            0.00
                            %
                            
                            
                            1,119,663
                            
                            
                            
                            10.65
                            %NetSol
      - Europe
                            
                            
                            546,704
                            
                            
                            
                            7.98
                            %
                            
                            
                            1,283,964
                            
                            
                            
                            12.21
                            %546,704
                            
                            
                            
                            7.98
                            %
                            
                            
                            2,403,627
                            
                            
                            
                            22.86
                            %Asia-Pacific:NetSol
      PK
                            
                            
                            4,126,774
                            
                            
                            
                            60.22
                            %
                            
                            
                            5,766,036
                            
                            
                            
                            54.83
                            %NetSol-Innovation
                            
                            
                            631,236
                            
                            
                            
                            9.21
                            %
                            
                            
                            1,259,374
                            
                            
                            
                            11.98
                            %NetSol
      Connect
                            
                            
                            131,175
                            
                            
                            
                            1.91
                            %
                            
                            
                            194,846
                            
                            
                            
                            1.85
                            %NetSol-Abraxas
      Australia
                            
                            
                            65,648
                            
                            
                            
                            0.96
                            %
                            
                            
                            75,317
                            
                            
                            
                            0.72
                            %Totals
                            
                            
                            4,954,833
                            
                            
                            
                            72.30
                            %
                            
                            
                            7,295,573
                            
                            
                            
                            69.38
                            %Total
      Net Revenues
                            
                            $
                            6,853,180
                            
                            
                            
                            100.00
                            %
                            
                            $
                            10,515,655
                            
                            
                            
                            100.00
                            %


34


The
following table presents our unaudited quarterly results of operations for the
quarters ended June 30, 2009 and 2008.  You should read the following
table together with the consolidated financial statements and related notes
contained elsewhere in this report.  We have prepared the unaudited
information on the same basis as our audited consolidated financial
statements.  This table includes normal recurring adjustments that we
consider necessary for the fair presentation of our financial position and
operating results for the quarters presented.  Operating results for
any quarter are not necessarily indicative of results for any future quarters or
for a full year.





For
      the Three Months EndedJune
      30, 2009
                                                                
                                                                
                                                                June
      30, 2008%
      of sales
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                %
      of salesRevenues:License
      fees
                                                                
                                                                $
                                                                1,283,700
                                                                
                                                                
                                                                
                                                                18.73
                                                                %
                                                                
                                                                $
                                                                4,915,813
                                                                
                                                                
                                                                
                                                                46.75
                                                                %Maintenance
      fees
                                                                
                                                                
                                                                1,727,900
                                                                
                                                                
                                                                
                                                                25.21
                                                                %
                                                                
                                                                
                                                                1,749,871
                                                                
                                                                
                                                                
                                                                16.64
                                                                %Services
                                                                
                                                                
                                                                3,841,580
                                                                
                                                                
                                                                
                                                                56.06
                                                                %
                                                                
                                                                
                                                                3,849,971
                                                                
                                                                
                                                                
                                                                36.61
                                                                %Total
      revenues
                                                                
                                                                
                                                                6,853,180
                                                                
                                                                
                                                                
                                                                100.00
                                                                %
                                                                
                                                                
                                                                10,515,655
                                                                
                                                                
                                                                
                                                                100.00
                                                                %Cost
      of revenues:Salaries
      and consultants
                                                                
                                                                
                                                                2,135,294
                                                                
                                                                
                                                                
                                                                31.16
                                                                %
                                                                
                                                                
                                                                2,728,921
                                                                
                                                                
                                                                
                                                                25.95
                                                                %Depreciation
      and amortization
                                                                
                                                                
                                                                598,358
                                                                
                                                                
                                                                
                                                                8.73
                                                                %
                                                                
                                                                
                                                                551,166
                                                                
                                                                
                                                                
                                                                5.24
                                                                %Travel,
      communication, and other
                                                                
                                                                
                                                                1,568,777
                                                                
                                                                
                                                                
                                                                22.89
                                                                %
                                                                
                                                                
                                                                1,453,307
                                                                
                                                                
                                                                
                                                                13.82
                                                                %Total
      cost of sales
                                                                
                                                                
                                                                4,302,429
                                                                
                                                                
                                                                
                                                                62.78
                                                                %
                                                                
                                                                
                                                                4,733,394
                                                                
                                                                
                                                                
                                                                45.01
                                                                %Gross
      profit
                                                                
                                                                
                                                                2,550,751
                                                                
                                                                
                                                                
                                                                37.22
                                                                %
                                                                
                                                                
                                                                5,782,261
                                                                
                                                                
                                                                
                                                                54.99
                                                                %Operating
      expenses:Selling
      and marketing
                                                                
                                                                
                                                                636,374
                                                                
                                                                
                                                                
                                                                9.29
                                                                %
                                                                
                                                                
                                                                904,562
                                                                
                                                                
                                                                
                                                                8.60
                                                                %Depreciation
      and amortization
                                                                
                                                                
                                                                497,716
                                                                
                                                                
                                                                
                                                                7.26
                                                                %
                                                                
                                                                
                                                                517,321
                                                                
                                                                
                                                                
                                                                4.92
                                                                %Salaries
      and wages
                                                                
                                                                
                                                                745,859
                                                                
                                                                
                                                                
                                                                10.88
                                                                %
                                                                
                                                                
                                                                945,402
                                                                
                                                                
                                                                
                                                                8.99
                                                                %Professional
      services
                                                                
                                                                
                                                                338,187
                                                                
                                                                
                                                                
                                                                4.93
                                                                %
                                                                
                                                                
                                                                413,490
                                                                
                                                                
                                                                
                                                                3.93
                                                                %Bad
      debt expense
                                                                
                                                                
                                                                (26,973
                                                                )
                                                                
                                                                
                                                                -0.39
                                                                %
                                                                
                                                                
                                                                55,016
                                                                
                                                                
                                                                
                                                                0.52
                                                                %General
      and adminstrative
                                                                
                                                                
                                                                896,667
                                                                
                                                                
                                                                
                                                                13.08
                                                                %
                                                                
                                                                
                                                                1,170,091
                                                                
                                                                
                                                                
                                                                11.13
                                                                %Total
      operating expenses
                                                                
                                                                
                                                                3,087,830
                                                                
                                                                
                                                                
                                                                45.06
                                                                %
                                                                
                                                                
                                                                4,005,882
                                                                
                                                                
                                                                
                                                                38.09
                                                                %Income
      (loss) from operations
                                                                
                                                                
                                                                (537,079
                                                                )
                                                                
                                                                
                                                                -7.84
                                                                %
                                                                
                                                                
                                                                1,776,379
                                                                
                                                                
                                                                
                                                                16.89
                                                                %Other
      income and (expenses)Gain/(Loss)
      on sale of assets
                                                                
                                                                
                                                                (96,564
                                                                )
                                                                
                                                                
                                                                -1.41
                                                                %
                                                                
                                                                
                                                                (2,440
                                                                )
                                                                
                                                                
                                                                -0.02
                                                                %Fair
      market value of warrants issued
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                0.00
                                                                %
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                0.00
                                                                %Interest
      expense
                                                                
                                                                
                                                                (327,547
                                                                )
                                                                
                                                                
                                                                -4.78
                                                                %
                                                                
                                                                
                                                                (82,043
                                                                )
                                                                
                                                                
                                                                -0.78
                                                                %Interest
      income
                                                                
                                                                
                                                                44,423
                                                                
                                                                
                                                                
                                                                0.65
                                                                %
                                                                
                                                                
                                                                35,234
                                                                
                                                                
                                                                
                                                                0.34
                                                                %Other
      income and (expenses)
                                                                
                                                                
                                                                899,432
                                                                
                                                                
                                                                
                                                                13.12
                                                                %
                                                                
                                                                
                                                                1,460,269
                                                                
                                                                
                                                                
                                                                13.89
                                                                %Income
      taxes
                                                                
                                                                
                                                                (11,501
                                                                )
                                                                
                                                                
                                                                -0.17
                                                                %
                                                                
                                                                
                                                                (75,710
                                                                )
                                                                
                                                                
                                                                -0.72
                                                                %Total
      other expenses
                                                                
                                                                
                                                                508,243
                                                                
                                                                
                                                                
                                                                7.42
                                                                %
                                                                
                                                                
                                                                1,335,310
                                                                
                                                                
                                                                
                                                                12.70
                                                                %Net
      income (loss) before minority interest in subsidiary
                                                                
                                                                
                                                                (28,836
                                                                )
                                                                
                                                                
                                                                -0.42
                                                                %
                                                                
                                                                
                                                                3,111,689
                                                                
                                                                
                                                                
                                                                29.59
                                                                %Minority
      interests in earnings of subsidiary
                                                                
                                                                
                                                                (843,904
                                                                )
                                                                
                                                                
                                                                -12.31
                                                                %
                                                                
                                                                
                                                                (1,749,625
                                                                )
                                                                
                                                                
                                                                -16.64
                                                                %Net
      income (loss)
                                                                
                                                                
                                                                (872,740
                                                                )
                                                                
                                                                
                                                                -12.73
                                                                %
                                                                
                                                                
                                                                1,362,064
                                                                
                                                                
                                                                
                                                                12.95
                                                                %Dividend
      required for preferred stockholders
                                                                
                                                                
                                                                (33,508
                                                                )
                                                                
                                                                
                                                                -0.49
                                                                %
                                                                
                                                                
                                                                (33,508
                                                                )
                                                                
                                                                
                                                                -0.32
                                                                %Net
      income (loss) applicable to common shareholders
                                                                
                                                                
                                                                (906,248
                                                                )
                                                                
                                                                
                                                                -13.22
                                                                %
                                                                
                                                                
                                                                1,328,556
                                                                
                                                                
                                                                
                                                                12.63
                                                                %





Liquidity
and Capital Resources





The
Company's cash position was $4,403,762 at June 30, 2009 compared to $6,275,238
at June 30, 2008.




The
Company’s current assets, as of June 30, 2009, totaled $28,792,129 and were 46%
of total assets, a decrease of 6% from $30,723,575 or 48% of total assets as of
June 30, 2008.  As of June 30, 2009, the Company's working capital
(current assets less current liabilities) totaled $11,398,413 compared to
$17,036,631 as of June 30, 2008, a decrease of $5,638,218. As of June 30, 2009,
the Company had $11,394,844 million in accounts receivable and $5,686,277
million in revenues in excess of billings.




Net cash
provided by operating activities amounted to $1,231,588 for the year ended June
30, 2009, as compared to $3,772,041 for the year ended June 30, 2008. The
decrease is mainly due to an increase in accounts receivable and other assets
offset by an increase in accounts payable. We expect to receive payments on
these accounts within the next fiscal year.




Net cash
used in investing activities amounted to $9,434,284 for the year ended June 30,
2009, as compared to $10,128,293 for the year ended June 30, 2008. The
difference lies primarily in the increase in intangible assets capitalized, as
well as, an increase in purchases of fixed assets. The Company had purchases of
property and equipment of $2,093,618 compared to $4,435,755 for the comparable
period last fiscal year.


35




Net cash
provided by financing activities amounted to $6,571,516 and $8,530,729 for years
ended June 30, 2009, and 2008, respectively.  The current fiscal year
included the cash inflow of $712,770 from the sale of common stock and $563,929
from the exercising of stock options and warrants, compared to $1,500,000 and
$3,282,827 in the prior year, respectively.  In the current fiscal
year, the Company had $3,843,541 in proceeds from bank loans, and net capital
leases payments of $539,497 as compared to $5,441,870 in proceeds from bank
loans, and net capital leases payments of $3,409,496 in the comparable period
last year.  In addition, during the current fiscal year, the Company
sold shares it held of its subsidiary in Pakistan on the open market and had
$558,535 in proceeds from the sale.




The
Company plans on pursuing various and feasible means of raising new funding to
expand its infrastructure, enhance product offerings and strengthen marketing
and sales activities in strategic markets.   A strong growth in
earnings and the signing of larger contracts with Fortune 500 customers largely
depends on the financial strength of NetSol. Generally, the bigger name clients
and new prospects diligently analyze and take into consideration a stronger
balance sheet before awarding big projects to vendors. Therefore, NetSol will
continue its effort to further enhance its financial resources in order to
continue to attract large name customers and big value contracts.




As a
growing and dynamic company, we will continue our organic growth strategy in
selective markets. While we have scaled down any major capital expenditures,
there will be on-going capital expenditure needs based on our short term and
long term business plans.  Although our requirements for capital
expenses vary from time to time, for the next 12 months, we anticipate having
the need for working capital of $4.0 to $6.0 million for  overall
expansion plans that would involve continued R&D, new product development,
business development activities and infrastructure enhancements.





Management
intends to further improve the accounts receivable collections process from our
customers. In addition, we expect that significant executive and employee stock
options exercises as a substantial amount of these options are in the money. The
Company will explore injections of new capital from strategic investors, as the
most feasible and viable source of new capital. Some of the joint ventures
partners could be amongst the strategic investors to strengthen our balance
sheet. Management is very aware of the need to continue to reduce both short
term and long term liabilities while continuously improving cash flow and net
cash position. Management remains very committed and focused to strengthening
overall assets and will employ all of the above mentioned tools and such others
as may become available to achieve these goals.





Dividends
and Redemption





It has
been the Company's policy to invest earnings in the growth of the Company rather
than distribute earnings as common stock dividends. This policy, under which
common stock dividends have not been paid since the Company's inception and is
expected to continue, but is subject to regular review by the Board of
Directors.





During
the year ended June 30, 2009, we issued 32,324 shares of common stock as
dividends due under the terms of the Preferred Stock; the dividends were issued
in accordance with the terms of the Certificate of Designation which was
approved by the board of directors.





ITEM
7A.            QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
small business issuer, the Company is not required to provide the disclosures
set forth in this item.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
Consolidated Financial Statements that constitute Item 8 are included at the end
of this report on page F-1.





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





Kabani
& Company, Inc.’s report on NetSol’s financial statements for the fiscal
years ended June 30, 2008 and June 30, 2009, did not contain an adverse opinion
or disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.


36


In
connection with the audit of NetSol's financial statements for the fiscal years
ended June 30, 2008 and June 30, 2009 there were no disagreements, disputes, or
differences of opinion with Kabani & Company on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures, which, if not resolved to the satisfaction of Kabani & Company
would have caused Kabani & Company to make reference to the matter in its
report.





ITEM
9A(T).  CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures





Management,
under the supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer, conducted an evaluation of the disclosure controls
and procedures as defined in Rule 13a-15(e) as of June 30,
2009.  Based upon that evaluation, the Chairman, Chief Financial
Officer and Chief Executive Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2009.




Management's
Report on Internal Control over Financial Reporting




Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company's internal control over financial
reporting has been designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles in the United States of America.




The
Company's internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of assets of
the Company; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures are being made only in accordance with
authorization of management and directors of the Company; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company's assets that could have a material effect on
the Company's financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Management
assessed the effectiveness of the Company's internal control over financial
reporting at June 30, 2009. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control—Integrated
Framework. Based on that assessment under those criteria, management has
determined that, at June 30, 2009, the Company's internal control over financial
reporting was effective.




This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.





Changes
in Internal Control Over Financial Reporting





There has
be no change in the Company’s internal control over financial reporting during
the last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.


37


ITEM
9B.        OTHER INFORMATION





The
recession has forced us to reduce our monthly rent and long term
obligations.  NTNA is in the process of renegotiating the office lease
in Emeryville, California.  While we have submitted a proposal to this
effect to a newly appointed building management company, we have received a
notice of default.





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires that the
Company's directors and executive officers and persons owning more than 10% of
the outstanding Common Stock, file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Executive officers,
directors and beneficial owners of more than 10% of the Company's Common Stock
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.





Based
solely on copies of such forms furnished as provided above, or written
representations that no such forms were required, the Company believes that
during the fiscal year ended June 30, 2009, all Section 16(a) filing
requirements applicable to its executive officers, directors and beneficial
owners of more than 10% of its Common Stock were complied with.





DIRECTORS
AND EXECUTIVE OFFICERS





The
following table sets forth the names and ages of the current directors and
executive officers of the Company, the principal offices and positions with the
Company held by each person and the date such person became a director or
executive officer of the Company. The Board of Directors elects the executive
officers of the Company annually. Each year the stockholders elect the Board of
Directors. The executive officers serve terms of one year or until their death,
resignation or removal by the Board of Directors. In addition, there was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was selected as an executive officer.





The
directors and executive officers of the Company are as follows:





Name
                          
                          Year First Elected
                            As an Officer or
                            Director
                          
                          Age
                          
                          Position Held with the
                            Registrant
                          
                          Family RelationshipNajeeb
      Ghauri
                          
                          1997
                          
                          54
                          
                          Director
      and  Chairman
                          
                          Brother
      to Naeem and Salim GhauriSalim
      Ghauri
                          
                          1999
                          
                          53
                          
                          President
      and Director
                          
                          Brother
      to Naeem and Najeeb GhauriNaeem
      Ghauri
                          
                          1999
                          
                          51
                          
                          Chief
      Executive Officer, Director
                          
                          Brother
      to Najeeb and Salim GhauriBoo-Ali
      Siddiqui
                          
                          2009
                          
                          34
                          
                          Chief
      Financial Officer
                          
                          NonePatti
      L. W. McGlasson
                          
                          2004
                          
                          44
                          
                          Secretary,
      General Counsel
                          
                          NoneShahid
      Javed Burki
                          
                          2000
                          
                          70
                          
                          Director
                          
                          NoneEugen
      Beckert
                          
                          2001
                          
                          62
                          
                          Director
                          
                          NoneMark
      Caton
                          
                          2002
                          
                          59
                          
                          Director
                          
                          NoneAlexander
      Shakow
                          
                          2007
                          
                          72
                          
                          Director
                          
                          None





Business
Experience of Officers and Directors:




NAJEEB U.
GHAURI is the Chief Executive Officer and Chairman of NetSol.  He has
been a Director of the Company since 1997, Chairman since 2003 and Chief
Executive Officer since October 2006. Mr. Ghauri is the founder of
NetSol Technologies, Inc. He was responsible for NetSol listing on
NASDAQ in 1999, the NetSol subsidiary listing on KSE (Karachi Stock
Exchange) in 2005, and the NetSol listing on the Nasdaq Dubai
Exchange in 2008.   Mr. Ghauri served as the Company's Chief Executive
Officer from 1999 to 2001 and as the Chief Financial Officer from 2001 to
2005.  As CEO, Mr. Ghauri is responsible for managing the day-to-day
operations of the Company, as well as the Company's overall growth and expansion
plan.   Prior to joining the Company, Mr. Ghauri was part of the
marketing team of Atlantic Richfield Company (ARCO) (now acquired by BP), a
Fortune 500 company, from 1987-1997. Prior to ARCO, he spent nearly five years
with Unilever as brand and sales managers. Mr. Ghauri received his Bachelor of
Science degree in Management/Economics from Eastern Illinois University in 1979,
and his M.B.A. in Marketing Management from Claremont Graduate School in
California in 1981.   Mr. Ghauri was elected Vice Chairman of US
Pakistan Business Council in 2006, a Washington D.C. based council of US Chamber
of Commerce. He is also very active in several philanthropic activities in
emerging markets and is a founding director of Pakistan Human Development Fund,
a non-profit organization, a partnership with UNDP to promote literacy, health
services and poverty alleviation in Pakistan. Mr. Ghauri has participated in
Nasdaq closing bell ceremonies in 2006 and 2008.


38


SALIM
GHAURI has been with the Company since 1999 as the President and Director of the
Company. Mr. Ghauri is currently the Chairman and CEO of NetSol Technologies
Limited and President of the Asia Pacific Region.  Mr. Ghauri was the
founder of Network Solutions (Pvt.) Ltd. in 1995, Later NetSol Technologies
(Pvt.) Limited.  Under his leadership, NetSol gradually built a strong
team of IT professionals and infrastructure in Pakistan and became the first
software house in Pakistan certified as ISO 9001 and CMMi Level 5 assessed.
Under his leadership NetSol PK has become the leading IT company and is known as
an IT Icon in the region.  Mr. Ghauri received his Bachelor of Science
degree in Computer Science from University of Punjab in Lahore, Pakistan. Before
NetSol Technologies Ltd., Mr. Ghauri was employed with BHP in Sydney, Australia
from 1987-1995, where he commenced his employment as a
consultant.   Mr. Ghauri was appointed in 2007 as an Honorary
Consul for Australia-Punjab Region.





NAEEM
GHAURI has been a Director of the Company since 1999 and was the Company’s Chief
Executive Officer from August 2001 to October 2006. Mr. Ghauri serves as the
Managing Director of NetSol (UK) Ltd., a wholly owned subsidiary of the Company
located in London, England. He is also the director of the Global
Sales group. His accomplishments are numerous but the biggest one was the
closing of TiG NetSol Joint Venture in 2005.  Prior to joining the
Company, Mr. Ghauri was Project Director for Mercedes-Benz Finance Ltd., from
1994-1999. Mr. Ghauri supervised over 200 project managers, developers, analysis
and users in nine European Countries. Mr. Ghauri earned his degree in Computer
Science from Brighton University, England.   Mr. Ghauri serves on
the board of  NetSol Technologies Europe, Ltd., a subsidiary of the
Company.





BOO-ALI
SIDDIQUI joined NetSol as Chief Financial Officer in April 2009. Prior to his
assignment as Global CFO, Mr. Siddiqui was serving NetSol Technologies Limited,
Pakistan, the largest subsidiary of the company, as CFO and Company Secretary.
He was instrumental in assisting NetSol PK with its successful IPO on the
Karachi Stock Exchange.  He is a qualified Chartered Accountant from
the institute of Chartered Accountants of Pakistan and has extensive knowledge
of financial, tax and corporate matters. He is also a fellow member of Pakistan
Institute of Public Finance Accountants and Institute of Chartered Secretaries
& Managers. He did his bachelor of commerce from Halley College Commerce,
University of the Punjab, Lahore in 1995. He completed his four years
articleship from Ford Rhodes Sidat Hyder & Company a renowned accounting
firm in Pakistan representing Ernest Young International,





PATTI L.
W.  MCGLASSON joined NetSol as General Counsel in January 2004 and was
elected to the position of Secretary in March 2004.  Prior to joining
NetSol, Ms. McGlasson practiced at Vogt & Resnick, law corporation, where
her practice focused on corporate, securities and business
transactions.  As part of her Masters in Law in Transnational
Business, she interned at the law firm of Loeff Claeys Verbeke in Rotterdam, the
Netherlands in 1991.  Ms. McGlasson was admitted to practice in
California in 1991.  She received her Bachelor of Arts in Political
Science in 1987 from the University of California, San Diego and, her Juris
Doctor and Masters in Law in Transnational Business from the University of the
Pacific, McGeorge School of Law, in 1991 and 1993, respectively.





EUGEN
BECKERT was appointed to the Board of Directors in August 2001 to fill a vacancy
and continues to serve on the Board. A native of Germany, Mr. Beckert received
his masters in Engineering and Economics from the University of Karlsruhe,
Germany. Mr. Beckert was with Mercedes-Benz AG/Daimler Benz AG from 1973,
working in technology and systems development. In 1992, he was appointed
director of Global IT (CIO) for Debis Financial Services, the services division
of Daimler Benz. From 1996 to 2000, he acted as director of Processes and
Systems (CIO) for Financial Services of DaimlerChrysler Asia Pacific
Services.  During this period he was instrumental to having the
Leasesoft products of NetSol developed and introduced in several countries as a
pilot customer. From 2001 to 2004, he served as Vice President in the Japanese
company of DCS.  Mr. Beckert retired from DaimlerChrysler in November
2006.  Mr. Beckert is chairman of the Nominating and Corporate
Governance Committee and a member of the Audit and Compensation
Committees.


39




SHAHID
JAVED BURKI was appointed to the Board of Directors in February
2003.  He had a distinguished career with World Bank at various high
level positions from 1974 to 1999. He was a Director of Chief Policy Planning
with World Bank from 1974-1981. He was also a Director of International
Relations from 1981-1987. Mr. Burki served as Director of China Development from
1987-1994 and, Vice President of Latin America with the World Bank from
1994-1999. In between, he briefly served as the Finance Minister of Pakistan
from 1996-1997. Mr. Burki also served as the CEO of the Washington based
investment firm EMP Financial Advisors from 1992-2002. Presently, he is the
Chairman of Pak Investment & Finance Corporation. He was awarded a Rhodes
scholarship in 1962 and M.A in Economics from Oxford University in 1963. He also
earned a Master of Public Administration degree from Harvard University,
Cambridge, MA in 1968. Most recently, he attended Harvard University and
completed an Executive Development Program in 1998. During his lifetime, Mr.
Burki has authored many books and articles including: China's Commerce (Published
by Harvard in 1969) and Accelerated Growth in Latin
America (Published by World Bank in 1998). Mr. Burki is a chairman of the
Compensation Committee and a member of the Audit and Nominating and Corporate
Governance Committees.





MARK
CATON joined the board of directors of NetSol in 2007.  Mr. Caton is
currently President of Centela Systems, Inc. a distributor of computer
peripheral solutions in the multimedia and digital electronic market segment, a
position he has held since 2003. Prior to joining Centela, Mr. Caton was
President of NetSol Technologies USA, responsible for US sales, from June 2002
to December 2003. Mr. Caton was employed by ePlus from 1997 to 2002 as Senior
Account Representative. He was a member of the UCLA Alumni Association Board of
Directors and served on the Board of Directors of NetSol from 2002-2003. Mr.
Caton is a Chairman of the Compensation Committee and a member of the Audit and
Nominating Committees. Mr. Caton received his BA from UCLA in psychology in
1971.





ALEXANDER
SHAKOW was elected to the board on June 4, 2007.  Mr. Shakow had a
distinguished career with the World Bank where he held various high level
positions from 1981-2002.  Since 2002, he has been an independent
consultant for various international organizations.   From 1968-1981
Mr. Shakow  held many senior positions at the United States Agency for
International Development, including Assistant Administrator for Program and
Policy; Director -Office of Development  Planning, Bureau for
Asia; and, Director-Indonesia, Malaysia and Singapore Affairs.  Mr. Shakow
was also a staff member of the United States Peace Corps from
1963-1968, including Director for Indonesia.  Mr. Shakow received his PhD
from the London School of Economics and Political Science in 1962.  He
earned his undergraduate degree with honors from Swarthmore College in
1958.  Mr. Shakow is listed in Who’s Who in America, Who’s Who in the WorldandWho’s Who in
Finance and Business.  Mr. Shakow is a member of the Audit,
Compensation and Nominating and Corporate Governance Committees.





ITEM
11-EXECUTIVE COMPENSATION





Compensation
Discussion and Analysis




NetSol
Technologies’ Named Executive Officers, a group comprised of the Chief Executive
Officer, the Chief Financial Officer, and three other executive officers in the
2008-2009 fiscal year, are the following individuals:





Najeeb
      Ghauri
                    Chief
      Executive OfficerSalim
      Ghauri
                    President
      of Asia Pacific and Middle East OperationsNaeem
      Ghauri
                    President
      of European OperationsTina
      Gilger
                    Chief
      Financial Officer (1)Dan
      Lee
                    Chief
      Financial Officer (1)Boo
      Ali
                    Chief
      Financial Officer (1)Patti
      L. W. McGlasson
                    Secretary
      and General
Counsel





(1)
            Ms. Gilger resigned as the Chief
      Financial Officer of the Company effect December 15, 2008 and Mr. Dan Lee
      was the Company’s new Chief Financial Officer as of the same date. Mr. Lee
      tendered his resignation as of March 31, 2009.  As of April 1,
      2009, Mr. Boo Ali assumed the position of Chief Financial Officer of the
      Company.




Compensation
Philosophy and Objectives




The
Compensation Committee believes that the most effective executive compensation
program is one that is designed to reward the achievement of specific annual,
long-term and strategic goals by the Company, and which aligns executives’
interests with those of the stockholders by rewarding performance at or above
established goals, with the ultimate objective of increasing stockholder value.
The philosophy of the Compensation Committee is to evaluate both performance and
compensation to ensure that we maintain our ability to attract and retain
superior employees in key positions and that compensation provided to key
employees remains competitive relative to the compensation paid to similarly
situated executives of our peer companies. To that end, the Compensation
Committee believes executive compensation packages should include both cash and
equity-based compensation that reward performance as measured against
established goals.


40


Setting
Executive Compensation




Management
develops our compensation plans by utilizing publicly available compensation
data in the media services and technology industries. We believe that the
practices of these groups of companies provide us with appropriate compensation
benchmarks, because these groups of companies are in similar businesses and tend
to compete with us for executives and other employees. For benchmarking
executive compensation, we typically review the compensation data we have
collected from these groups of companies, as well as a subset of the data from
those companies that have a similar number of employees as the Company. For
purposes of determining executive compensation, we have not engaged consultants
to help us analyze this data or to compare our compensation programs with the
practices of the companies represented in the compensation data we
review.




Based on
management's analyses and recommendations, the Compensation Committee has
approved a pay-for-performance compensation philosophy, which is intended to
establish base salaries and total executive compensation (taking into
consideration the executive's experience and abilities) that are competitive
with those companies with a similar number of employees represented in the
compensation data we review.




We work
within the framework of this pay-for-performance compensation philosophy to
determine each component of an executive's initial compensation package based on
numerous factors, including:




•the individual's
particular background, track record and circumstances, including training and
prior relevant work experience;





•the individual's role with
us and the compensation paid to similar persons in the companies represented in
the compensation data that we review;





• the
demand for individuals with the individual's specific expertise and
experience;





•performance goals and
other expectations for the position; and,





• uniqueness of industry
skills.




The terms
of each executive officer's compensation are derived from employment agreements
negotiated between the Company and the executive. Each executive's employment
agreement is generally negotiated to cover a one to three-year period, and
prescribes the base salary and other annual payments, if any, to the executive.
Employment agreements for all executive officers are approved by the Board of
Directors and the Compensation Committee. Employment agreements for other
executives are approved by the Company's Chief Executive Officer.




2009
Executive Compensation Components




For the
fiscal year ended June 30, 2009, the principal components of compensation that
our named executive officers were eligible to receive were:




•Base salary;


• Long Term Equity Incentive
Compensation;


• Performance-based incentive
compensation (discretionary bonus); and,


•Perquisites and other
personal benefits.




Base
Salary




An
executive's base salary is evaluated together with components of the executive's
other compensation to ensure that the executive's total compensation is
consistent with our overall compensation philosophy.




The base
salaries were established in arms-length negotiations between the executive and
the Company, taking into account their extensive experience, knowledge of the
industry, track record, and achievements on behalf of the Company.




Base
salaries are adjusted annually by the Compensation Committee.


41




Annual
Bonus


Our
compensation program includes eligibility for bonuses as rewarded by the
Compensation Committee. All executives are eligible for annual performance-based
cash bonuses in accordance with Company policies.
  During
our fiscal year ended 2009, none of the named executives were awarded cash
bonuses. Our former CFOs, both of whom served as CFO during the last fiscal year
ended June 30, 2009 received $5,000 and $0 respectively for Ms. Gilger and Mr.
Lee.
  Long-Term
Equity Incentive Compensation
  We
believe that long-term performance is achieved through an ownership culture that
encourages long-term participation by our executives in equity-based awards. Our
various Employee Stock Option Plans allow us to grant stock options to
employees. We currently make initial equity awards of stock options to new
executives and certain non-executive employees in connection with their
employment with the Company. Annual grants of options, if any, are approved by
the Compensation Committee.
  Equity
Incentives.    Executives, certain non-executive
employees, and directors who join us may be awarded stock awards and/or stock
option grants after they join the Company. These grants have an exercise price
equal to the fair market value of our common stock on the grant date. Such
awards are intended to provide the executive with incentive to build value in
the organization over an extended period of time. The size of the stock option
award is also reviewed in light of the executive's track record, base salary,
other compensation and other factors to ensure that the executive's total
compensation is in line with our overall compensation philosophy.  A
review of all components of compensation is conducted when determining equity
awards to ensure that total compensation conforms to our overall philosophy and
objectives.
  Perquisites
and Other Personal Benefits
  We
provide named executive officers with perquisites and other personal benefits
that we believe are reasonable and consistent with our overall compensation
program to better enable the Company to attract and retain superior employees
for key positions. The Compensation Committee periodically reviews the levels of
perquisites and other personal benefits provided to executive
officers.
  We
maintain benefits and perquisites that are offered to all employees, including
health insurance and dental insurance.   Benefits and perquisites
may vary in different country locations and are consistent with local practices
and regulations.
  Termination
Based Compensation
  Upon
termination of employment, all executive officers with a written employment
agreement are entitled to receive severance payments under their employment
agreements. In determining whether to approve, and as part of the process of
setting the terms of, such severance arrangements, the Compensation Committee
recognizes that executives and officers often face challenges securing new
employment following termination.  Further, the Committee recognizes
that many of the named executives and officers have participated in the Company
since its founding and that this participation has not resulted in a return on
their investments.  Termination and Change in Control Payments
considered both the risk and the dedication of these executives’ service to the
Company.
  Our Chief
Executive Officer, CEO of NetSol Technologies, Ltd. and CEO of Netsol
Technologies Europe, Ltd.  have employment agreements that provide, if
his employment is terminated without cause or if the executive terminates the
agreement with Good Reason, he is entitled to (a) all remaining salary to
the end of the date of termination, plus salary from the end of the employment
term through the end of the third anniversary of the date of termination, and
(b) the continuation by the Company of medical and dental insurance
coverage for him and his family until the end of the employment term and through
the end of the third anniversary of the date of
termination.  Provided, however, if such benefits cannot be continued
for this extended period, the Executive shall receive cash (including a
tax-equivalency payment for Federal, state and local income and payroll taxes
assuming Executive is in the maximum tax bracket for all such purposes) where
such benefits may not be continued.  These agreements further provide
for vesting of all options and restrictive stock grants, if any.
  The CFO
of the Company does not currently have a written employment agreement with the
Company.
  42
  The
Secretary of the Company has an employment agreement that provides, if she is
terminated without cause or if the executive terminates the agreement with Good
Reason, she is entitled to (a) all remaining salary to the end of the date
of termination, plus salary from the end of the employment term through the end
of the first anniversary of the date of termination, and (b) the
continuation by the Company of medical and dental insurance coverage for her and
her family until the end of the employment term and through the end of the first
anniversary of the date of termination.  Provided, however, if such
benefits cannot be continued for this extended period, the Executive shall
receive cash (including a tax-equivalency payment for Federal, state and local
income and payroll taxes assuming Executive is in the maximum tax bracket for
all such purposes) where such benefits may not be continued.  These
agreements further provide for vesting of all options and restrictive stock
grants, if any.
  Tax
and Accounting Implications
  Deductibility
of Executive Compensation
  As part
of its role, the Compensation Committee reviews and considers the deductibility
of executive compensation under Section 162(m) of the Internal Revenue
Code, which provides that we may not deduct compensation of more than $1,000,000
that is paid to certain individuals. We believe that compensation paid under the
management incentive plans is generally fully deductible for federal income tax
purposes.
  Accounting
for Stock-Based Compensation
  Commencing
on July 1, 2006, we began accounting for stock-based payments, including awards
under our Employee Stock Option Plans, in accordance with the requirements of
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or
SFAS 123(R).
  Summary
Compensation
  The
following table shows the compensation for the fiscal year ended June 30, 2009
and June 30, 2008 earned by our Chairman and Chief Executive Officer, our
Chief Financial Officer who is our Principal Financial and Accounting Officer,
and others considered to be executive officers of the Company.
  Name and Principle
                                                  Position
                                                
                                                Fiscal
                                                  Year
                                                  Ended
                                                
                                                Salary ($)
                                                
                                                
                                                Bonus($)
                                                
                                                
                                                Stock
                                                  Awards($)
                                                  (1)
                                                
                                                
                                                Option
                                                  Awards ($)
                                                
                                                
                                                All Other
                                                  Compensation
                                                  ($)
                                                
                                                
                                                Total ($)Najeeb
      Ghauri
                                                
                                                2009
                                                
                                                $
                                                272,265
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                68,151
                                                (5)
                                                
                                                $
                                                340,416Chief
      Executive Officer,
                                                
                                                2008
                                                
                                                $
                                                287,500
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                51,701
                                                (5)
                                                
                                                $
                                                339,201ChairmanNaeem
      Ghauri
                                                
                                                2009
                                                
                                                $
                                                200,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                25,686
                                                (6)
                                                
                                                $
                                                225,686Chief
      Executive Officer,
                                                
                                                2008
                                                
                                                $
                                                235,183
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                37,906
                                                (6)
                                                
                                                $
                                                273,089NetSol Technologies EuropeSalim
      Ghauri
                                                
                                                2009
                                                
                                                $
                                                175,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                -
                                                (7)
                                                
                                                $
                                                175,000Chief
      Executive Officer,
                                                
                                                2008
                                                
                                                $
                                                200,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                -
                                                (7)
                                                
                                                $
                                                200,000NetSol Technologies, Ltd.Boo-Ali
      Siddiqui (8)
                                                
                                                2009
                                                
                                                $
                                                22,500
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                6,400
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                28,900Chief Financial Officer
                                                
                                                2008
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -Dan
      Lee (8)
                                                
                                                2009
                                                
                                                $
                                                58,333
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                13,340
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                4,245
                                                
                                                
                                                $
                                                75,918Chief Financial Officer
                                                
                                                2008
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -Tina
      Gilger (8)
                                                
                                                2009
                                                
                                                $
                                                70,360
                                                
                                                
                                                $
                                                5,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                -
                                                (8)
                                                
                                                $
                                                75,360Chief Financial Officer
                                                
                                                2008
                                                
                                                $
                                                128,917
                                                
                                                
                                                $
                                                15,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                12,160
                                                (3)
                                                
                                                $
                                                12,846
                                                (8)
                                                
                                                $
                                                168,923Patti
      L. W. McGlasson
                                                
                                                2009
                                                
                                                $
                                                124,289
                                                
                                                
                                                $
                                                5,000
                                                
                                                
                                                $
                                                17,200
                                                
                                                
                                                $
                                                -
                                                (3)
                                                
                                                $
                                                -
                                                (9)
                                                
                                                $
                                                146,489Secretary, General Counsel
                                                
                                                2008
                                                
                                                $
                                                128,333
                                                
                                                
                                                $
                                                5,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                12,160
                                                (3)
                                                
                                                $
                                                4,120
                                                (9)
                                                
                                                $
                                                149,613
 
 (1)The stock was awarded as
compensation and sign up bonus to the officers.  Therefore, no expense was
recognized in the consolidated financial statements.
 (2)  For
the fiscal year ended June 30, 2009, the following options were granted to the
named officers:  750,000 options to Mr. Najeeb Ghauri and 525,000
options each to Mr. Naeem Ghauri & Mr. Salim Ghauri. Using the Black-Scholes
model these were valued at $367,346 and an expense of $139,894 was recorded in
the accompanying consolidated financial statements. During the fiscal year ended
June 30, 2008, following options were granted to the named employees: 10,000
options to Ms. Tina Gilger and Ms. Patti McGlasson and using the Black-Scholes
model these were values at $12,160 each and an expense was recognized for this
amount in the consolidated financial statements.
  43
  (3)  Consists
of $36,000 and $36,000 paid for automobile and travel allowance and $32,151 and
$15,701 paid for medical and dental insurance premiums paid by the Company for
participation in the health insurance program for the fiscal years ended June
30, 2009 and 2008, respectively.
 (4)  Consists
of $22,790 and $24,149 paid for automobile and travel allowance and $2,896 and
$13,757 paid for private medical insurance premiums paid by the Company for the
fiscal years ended June 30, 2009 and 2008, respectively.
 (5)  The
amount paid to the officer was in aggregate less than $10,000 for the fiscal
years ended June 30, 2009 and 2008, respectively.
 (6)  The
amount paid to the officer for fiscal year ended June 30, 2009 was less than
$10,000. $12,846 was paid for medical and dental insurance premiums by the
Company for participation in the health insurance program for the fiscal years
ended June 30, 2008.
 (7)  The
amount paid to the officer was in aggregate less than $10,000 for the fiscal
years ended June 30, 2009 and 2008, respectively.
 (8) Ms.
Gilger resigned as the Chief Financial Officer of the Company effective December
15, 2008 and Mr. Dan Lee became the Company’s new Chief Financial Officer as of
the same date.  Mr. Lee tendered his resignation as of March 31,
2009.  As of April 1, 2009, Mr. Boo Ali assumed the position of Chief
Financial Officer of the Company.
  Grants
of Plan-Based Awards
  Mr.
Najeeb Ghauri, Mr. Naeem Ghauri and Mr. Salim Ghauri, pursuant to the terms of
their employment agreement, were entitled for bonus based on the performance of
the Company for the fiscal year ended June 30, 2008. Mssrs. Ghauri waived all
rights to bonuses and options pursuant to the terms of their employment
agreements in response to the economic downturn of late 2008.
  Ms. Tina
Gilger was not granted any options to purchase shares of common stock during the
fiscal year ended June 30, 2009.  All options issuable to Ms. Gilger,
if not exercised, expired 30 days after the termination of her employment with
the Company. Accordingly, as of June 30, 2009, Ms. Gilger holds no options to
purchase shares of common stock of the Company.
  Mr. Dan
Lee was authorized by the Compensation Committee of the Company to receive
250,000 options to purchase common stock of the Company upon the completion of
his probationary period.  As Mr. Lee did not complete his probationary
period, the options were never granted.
  Mr.
Najeeb Ghauri, Mr. Naeem Ghauri and Mr. Salim Ghauri were granted, in February
2009, 750,000, 525,000 and 525,000 options, respectively, to acquire shares of
common stock of the Company. The options vest quarterly and were approved by the
Compensation Committee as an incentive for Mssrs. Ghauri in light of the agreed
reduction of salary in early 2009. Ms. McGlasson was granted 20,000 shares of
common stock of the Company in early 2009.  The shares were granted as an
incentive for Ms. McGlasson in light of the agreed reduction of
salary.
  The
following options were granted to the named executives during the fiscal year
ended June 30, 2008:  10,000 options each to Ms. Tina Gilger and Ms.
Patti McGlasson, using the Black-Scholes model these were valued at $12,160 each
and an expense was recorded for this amount in the accompanying consolidated
financial statements.
  There
were no options granted to the named executives during the fiscal year ended
June 30, 2007.
  Discussion
of Summary Compensation Table
  The terms
of our executive officers' compensation are derived from our employment
agreements with them and the annual performance review by our Compensation
Committee. The terms of Mr. Najeeb Ghauri, Mr. Naeem Ghauri and Mr. Salim
Ghauri’s employment agreements with the Company were the result of negotiations
between the Company and the executives and were approved by our Compensation
Committee and Board of Directors. The terms of Ms. McGlasson’s employment
agreement with the Company were the result of negotiations between our Chief
Executive Officer and Ms. McGlasson and were approved by our Compensation
Committee and Board of Directors. The terms of Ms. Gilger’s, Mr. Lee’s and
Mr. Siddiqui’s employment were the result of negotiations between our Chief
Executive Officer and Ms. Gilger, Mr. Lee and Mr. Siddiqui and were
approved by our Compensation Committee and Board of Directors.
  44
  Employment
Agreement with Najeeb Ghauri
  Effective
January 1, 2007, the Company entered into an Employment Agreement with our Chief
Executive Officer, Najeeb Ghauri (the “CEO Agreement”). The CEO Agreement was
amended effective January 1, 2008.  Pursuant to the CEO Agreement, as
amended, between Mr. Ghauri and the Company (the "CEO Agreement"), the
Company agreed to employ Mr. Ghauri as its Chief Executive Officer from the
date of the CEO Agreement through December 31, 2010. The term of employment
automatically renews for 36 additional months unless notice of intent to
terminate is received by either party at least 6 months prior to the end of the
term.  Under the CEO Agreement, Mr. Ghauri is entitled to an
annualized base salary of $300,000 and is eligible for annual bonuses at the
discretion of the Compensation Committee.  Pursuant to the terms of
the amendment, Mr. Ghauri was entitled to the following
bonuses.   Only upon the achievement of the Minimum Bonus
Benchmark (as defined below), Mr. Ghauri shall be granted stock options for
750,000 shares of the common stock of the Company (the "Options") pursuant to an
option agreement (the "Option Agreement") issued pursuant to the Company’s 2005
Employee Stock Option Plan and shall vest equally over twenty four months
beginning on the grant date and will be exercisable based on the customary
provisions of such plan.  The Option Agreement will have customary
provisions relating to adjustments for stock splits and similar events. The
exercise price of the Options will be $2.62 for 250,000 shares and, $3.90 for
500,000 shares.  Further, the compensation committee authorized the
following bonus structure:  the bonus structure contemplates a bonus
being awarded on the basis of a benchmark and accelerators.  A bonus
of One Hundred Thousand Dollars ($100,000) is payable upon achieving the minimum
bonus benchmark of: company-wide revenue of $32,230,000 for fiscal year
2007-2008; and, earnings per share of $0.22 (the “Minimum Bonus
Benchmark”).  Additional bonuses may be earned if certain “accelerator
goals” are achieved.  The bonus is accelerated to 200% of the bonus
amount if revenue of $35,000,000 is attained and earnings per share of $0.27;
and, to 300% if revenue of $40,000,000 and earnings per share
$0.32.  Once the Minimum Bonus Benchmark is attained the additional
bonus may be earned based on a percentage of accelerator goals
achieved.  While the benchmarks described above were achieved, Mr.
Ghauri waived all rights to any cash and option bonuses in light of the late
2008 economic downturn.
  The
Company retained the right to increase the base compensation as it deems
necessary. Mr. Ghauri agreed to a 33% decrease in his salary from April 1, to
June 30, 2009.  In addition, Mr. Ghauri is entitled to
participate in the Company's stock option plans, is entitled to three weeks of
paid vacation per calendar year and is to receive a car allowance totaling
$3,000 per month for the term of the CEO Agreement. Finally, during the term of
the CEO Agreement, the Company shall pay the amount of premiums or other costs
incurred for the coverage of Mr. Ghauri, his spouse and dependent family
members under the Company's health and related benefit plans.
  The CEO
Agreement also includes provisions respecting severance, non-solicitation,
non-competition, and confidentiality obligations. Pursuant to the CEO Agreement,
if he terminates his employment for Good Reason (as described below), or, is
terminated prior to the end of the employment term by the Company other than for
Cause (as described below) or death, he shall be entitled to all remaining
salary from the termination date until 36 months thereafter, at the rate of
salary in effect on the date of termination, immediate vesting of all options
and, continuation of all health related plan benefits for a period of 36 months.
He shall have no obligation to seek other employment and any income so earned
shall not reduce the foregoing amounts. If he is terminated by the Company for
Cause (as described below), or at the end of the employment term, he shall not
be entitled to further compensation. Under the CEO Agreement, Good Reason
includes the assignment of duties inconsistent with his title, a material
reduction in salary and perquisites, the relocation of the Company's principal
office by 30 miles, if the Company asks him to perform any act which is illegal,
including the commission of a crime or act of moral turpitude, or a material
breach of the CEO Agreement by the Company. Under the CEO Agreement, Cause
includes conviction of crime involving moral turpitude, failure to perform his
duties to the Company, engaging in activities which are directly competitive to
or intentionally injurious to the Company, or any material breach of the CEO
Agreement by Mr. Ghauri.
  The above
summary of the CEO Agreement is qualified in its entirety by reference to the
full text of the CEO, a copy of which was filed as an exhibit to the Company’s
10-KSB for the fiscal year ended June 30, 2007.  The above summary of
the Amendment is qualified in its entirety by reference to the full text of the
Amendment, a copy of which was filed as an exhibit to the Company’s 10-KSB for
the fiscal year ended June 30, 2008.
  45
  Employment
Agreement with Naeem Ghauri
  Effective January 1, 2007, the Company
entered into an Employment Agreement with our President of NetSol Technologies
Europe, Ltd. and Chief Executive Officer of EMEA, Naeem Ghauri (the “President
EMEA Agreement”). The President EMEA Agreement was amended effective January 1,
2008.  Pursuant to the Employment Agreement, as amended, the Company
agreed to employ Mr. Ghauri as its President of the EMEA region from the
date of the President EMEA Agreement through December 31, 2010. The term of
employment automatically renews for 36 additional months unless notice of intent
to terminate is received by either party at least 6 months prior to the end of
the term. Under the President EMEA Agreement, Mr. Ghauri is entitled to an
annualized base salary of £122,000 ($243,439 at June 30, 2008) and is eligible
for annual bonuses at the discretion of the Compensation
Committee.  Pursuant to the terms of the Amendment, and only upon the
achievement of company-wide revenue of $32,230,000 for fiscal year 2007-2008;
and, earnings per share of $0.22 (the “Minimum Bonus Benchmark”), Executive
shall be granted stock options for 525,000 shares of the common stock of the
Company (the "Options") pursuant to an option agreement (the "Option Agreement")
issued pursuant to the Company’s 2005 Employee Stock Option Plan and shall vest
equally over twenty four months beginning on the grant date and will be
exercisable based on the customary provisions of such plan.  The
Option Agreement will have customary provisions relating to adjustments for
stock splits and similar events. The exercise price of the Options will be $2.62
for 175,000 shares and, $3.90 for 350,000 shares. Pursuant to the power granted
to the board to provide bonuses to the Executive in section 3.1 of this
Agreement, the compensation committee has authorized the following bonus
structure.  The bonus structure contemplates a bonus being awarded on
the basis of a benchmark and accelerators.  A bonus of Twenty-Four
Thousand Two Hundred Fifty Dollars ($24,250) is payable upon achieving the
minimum bonus benchmark of: company-wide revenue of $32,230,000 for fiscal year
2007-2008; and, earnings per share of $0.22 (the “Minimum Bonus
Benchmark”).  Additional bonuses may be earned if certain “accelerator
goals” are achieved.  The bonus is accelerated to 200% of the bonus
amount if revenue of $35,000,000 is attained and earnings per share of $0.27;
and, to 300% if revenue of $40,000,000 and earnings per share
$0.32.  Once the Minimum Bonus Benchmark is attained the additional
bonus may be earned based on a percentage of accelerator goals achieved. While
the benchmarks described above were achieved, Mr. Ghauri waived all rights to
any cash and option bonuses in light of the late 2008 economic downturn.
Additionally, so long as Executive is the head of the mergers and acquisition
team, Executive shall receive a bonus of Twenty-Four Thousand Two Hundred Fifty
Dollars ($24,250) per successfully closed acquisition which involves minimal
participation (with fees of no more than $10,000) from mergers and acquisition
advisors.
  The
Company retained the right to increase the base compensation as it deems
necessary. Mr. Ghauri agreed to a 15% decrease in his salary from April 1 to
June 30, 2009.  In addition, Mr. Ghauri is entitled to
participate in the Company's stock option plans, is entitled to two weeks of
paid vacation per calendar year and is to receive a car allowance totaling
$2,000 per month for the term of the President EMEA Agreement. Finally, during
the term of the President EMEA Agreement, the Company shall pay the amount of
premiums or other costs incurred for the coverage of Mr. Ghauri, his spouse
and dependent family members under the Company's health and related benefit
plans.
  The
President EMEA Agreement also includes provisions respecting severance,
non-solicitation, non-competition, and confidentiality obligations. Pursuant to
the President EMEA Agreement, if he terminates his employment for Good Reason
(as described below), or, is terminated prior to the end of the employment term
by the Company other than for Cause (as described below) or death, he shall be
entitled to all remaining salary from the termination date until 36 months
thereafter, at the rate of salary in effect on the date of termination,
immediate vesting of all options and, continuation of all health related plan
benefits for a period of 36 months. He shall have no obligation to seek other
employment and any income so earned shall not reduce the foregoing amounts. If
he is terminated by the Company for Cause (as described below), or at the end of
the employment term, he shall not be entitled to further compensation. Under the
President EMEA Agreement, Good Reason includes the assignment of duties
inconsistent with his title, a material reduction in salary and perquisites, the
relocation of the Company's principal office by 30 miles, if the Company asks
him to perform any act which is illegal, including the commission of a crime or
act of moral turpitude, or a material breach of the President EMEA Agreement by
the Company. Under the President EMEA Agreement, Cause includes conviction of
crime involving moral turpitude, failure to perform his duties to the Company,
engaging in activities which are directly competitive to or intentionally
injurious to the Company, or any material breach of the President EMEA Agreement
by Mr. Ghauri.
  The above
summary of the President EMEA Agreement is qualified in its entirety by
reference to the full text of the President EMEA Agreement, a copy of which was
filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30,
2007.  The above summary of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which was filed as an
exhibit to the Company’s 10-KSB for the fiscal year ended June 30,
2008.
  46
  Employment
Agreement with Salim Ghauri
  Effective
January 1, 2007, the Company entered into an Employment Agreement with our
President of NetSol Technologies, Ltd., our wholly owned subsidiary in Lahore,
Pakistan and Chief Executive Officer of the APAC Region, Mr. Salim Ghauri (the
“President APAC Agreement”). Pursuant to the Employment Agreement, as amended, ,
the Company agreed to employ Mr. Ghauri as its President APAC and Chief
Executive Officer of the Global Services Division from the date of the President
APAC Agreement through December 31, 2010. The term of employment automatically
renews for 36 additional months unless notice of intent to terminate is received
by either party at least 6 months prior to the end of the
term.   Under the President APAC Agreement, Mr. Ghauri is
entitled to an annualized base salary of $225,000 and is eligible for annual
bonuses at the discretion of the Compensation Committee.  Pursuant to
the amendment, and only upon the achievement of the Minimum Bonus Benchmark (as
defined below), Executive shall be granted stock options for 525,000 shares of
the common stock of the Company (the "Options") pursuant to an option agreement
(the "Option Agreement") issued pursuant to the Company’s 2005 Employee Stock
Option Plan and shall vest equally over twenty four months beginning on the
grant date and will be exercisable based on the customary provisions of such
plan.  The Option Agreement will have customary provisions relating to
adjustments for stock splits and similar events. The exercise price of the
Options will be $2.62 for 175,000 shares and, $3.90 for 350,000
shares.  Pursuant to the power granted to the board to provide bonuses
to the Executive in section 3.1 of this Agreement, the compensation committee
has authorized the following bonus structure.  The bonus structure
contemplates a bonus being awarded on the basis of a benchmark and
accelerators.  A bonus of Fifty Thousand Dollars ($50,000) is payable
upon achieving the minimum bonus benchmark of: company-wide revenue of
$32,230,000 for fiscal year 2007-2008; and, earnings per share of $0.22 (the
“Minimum Bonus Benchmark”).  Additional bonuses may be earned if
certain “accelerator goals” are achieved.  The bonus is accelerated to
200% of the bonus amount if revenue of $35,000,000 is attained and earnings per
share of $0.27; and, to 400% if revenue of $40,000,000 is attained and earnings
per share of $0.32.  Once the Minimum Bonus Benchmark is attained the
accelerator bonus shall be awarded proportionally to the accelerator goals
achieved. While the benchmarks described above were achieved, Mr. Ghauri waived
all rights to any cash and option bonuses in light of the late 2008 economic
downturn.
  The
Company retained the right to increase the base compensation as it deems
necessary. Mr. Ghauri agreed to a 20% decrease in his salary from April 1 to
June 30, 2009.  In addition, Mr. Ghauri is entitled to
participate in the Company's stock option plans, is entitled to two weeks of
paid vacation per calendar year. Finally, during the term of the President APAC
Agreement, the Company shall pay the amount of premiums or other costs incurred
for the coverage of Mr. Ghauri, his spouse and dependent family members
under the Company's health and related benefit plans.
  The
President APAC Agreement also includes provisions respecting severance,
non-solicitation, non-competition, and confidentiality obligations. Pursuant to
the President APAC Agreement, if he terminates his employment for Good Reason
(as described below), or, is terminated prior to the end of the employment term
by the Company other than for Cause (as described below) or death, he shall be
entitled to all remaining salary from the termination date until 36 months
thereafter, at the rate of salary in effect on the date of termination,
immediate vesting of all options and, continuation of all health related plan
benefits for a period of 36 months. He shall have no obligation to seek other
employment and any income so earned shall not reduce the foregoing amounts. If
he is terminated by the Company for Cause (as described below), or at the end of
the employment term, he shall not be entitled to further compensation. Under the
President APAC Agreement, Good Reason includes the assignment of duties
inconsistent with his title, a material reduction in salary and perquisites, the
relocation of the Company's principal office by 30 miles, if the Company asks
him to perform any act which is illegal, including the commission of a crime or
act of moral turpitude, or a material breach of the President APAC Agreement by
the Company. Under the President APAC Agreement, Cause includes conviction of
crime involving moral turpitude, failure to perform his duties to the Company,
engaging in activities which are directly competitive to or intentionally
injurious to the Company, or any material breach of the President APAC Agreement
by Mr. Ghauri.
  The above
summary of the President APAC Agreement is qualified in its entirety by
reference to the full text of the President APAC Agreement, a copy of which
was filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June
30, 2007.  The above summary of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, a copy of which was
filed as an exhibit hereto.
  47
  Employment
Agreement with Boo-Ali Siddiqui
  There is
currently no written agreement with Mr. Boo-Ali Siddiqui
  Employment
Agreement with Patti L. W. McGlasson
  Effective
May 1, 2006, the Company entered into an Employment Agreement with our Secretary
and General Counsel, Ms. Patti L. W. McGlasson. Pursuant to the Employment
Agreement between Ms. McGlasson and the Company (the "General Counsel
Agreement"), the Company agreed to employ Ms. McGlasson as its Secretary
and General Counsel from the date of the General Counsel Agreement through April
30, 2008. According to the terms of the General Counsel Agreement, the term of
the agreement automatically extends for an additional one year periods unless
notice of intent to terminate is received by either party at least 6 months
prior to the end of the term. Under the General Counsel Agreement,
Ms. McGlasson was entitled to an annualized base salary of $110,000 and is
eligible for annual bonuses at the discretion of the Chief Executive
Officer.  Effective August 1, 2007, Ms. McGlasson’s annualized salary
was raised to $130,000.  Effective April 1, 2009, Ms. McGlasson agreed
to a 15% decrease in her compensation.  The Company retained the right
to increase the base compensation as it deems necessary. In addition,
Ms. McGlasson is entitled to participate in the Company's stock option
plans and, is entitled to two weeks of paid vacation per calendar year. Finally,
during the term of the General Counsel Agreement, the Company shall pay the
amount of premiums or other costs incurred for the coverage of
Ms. McGlasson, her spouse and dependent family members under the Company's
health and related benefit plans.
  The
General Counsel Agreement also includes provisions respecting severance,
non-solicitation, non-competition, and confidentiality obligations. Pursuant to
the General Counsel Agreement, if she terminates her employment for Good Reason
(as described below), or, is terminated prior to the end of the employment term
by the Company other than for Cause (as described below) or death, she shall be
entitled to all remaining salary from the termination date until 12 months
thereafter, at the rate of salary in effect on the date of termination,
immediate vesting of all options and, continuation of all health related plan
benefits for a period of 12 months. She shall have no obligation to seek other
employment and any income so earned shall not reduce the foregoing amounts. If
she is terminated by the Company for Cause (as described below), or at the end
of the employment term, she shall not be entitled to further compensation. Under
the General Counsel Agreement, Good Reason includes the assignment of duties
inconsistent with her title, a material reduction in salary and perquisites, the
relocation of the Company's principal office by 60 miles, if the Company asks
her to perform any act which is illegal, including the commission of a crime or
act of moral turpitude, or a material breach of the General Counsel Agreement by
the Company. Under the General Counsel Agreement, Cause includes conviction of
crime involving moral turpitude, failure to perform her duties to the Company,
engaging in activities which are directly competitive to or intentionally
injurious to the Company, or any material breach of the General Counsel
Agreement by Ms. McGlasson.
  The above
summary of the General Counsel Agreement is qualified in its entirety by
reference to the full text of the General Counsel Agreement, a copy of which was
filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30,
2006 on September 27, 2006.
  48
  Outstanding
Equity Awards at Fiscal Year-End
  The
following table shows grants of stock options and grants of unvested stock
awards outstanding on June 30, 2009, the last day of our fiscal year, to each of
the individuals named in the Summary Compensation Table.
  NUMBER OF
                                
                                
                                NUMBER OFSECURITIES
                                
                                
                                SECURITIESUNDERLYING
                                
                                
                                UNDERLYING
                                
                                
                                OPTION
                                
                                OPTIONOPTIONS (#)
                                
                                
                                OPTIONS (#)
                                
                                
                                EXERCISE
                                
                                EXPIRATIONNAME
                                
                                EXERCISABLE
                                
                                
                                UNEXERCISABLE
                                
                                
                                PRICE ($)
                                
                                DATENajeeb
      Ghauri
                                
                                
                                100,000
                                
                                
                                
                                -
                                
                                
                                
                                2.21
                                
                                1/1/14100,000
                                
                                
                                
                                
                                
                                
                                
                                3.75
                                
                                1/1/1450,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                1/1/1420,000
                                
                                
                                
                                
                                
                                
                                
                                2.64
                                
                                3/26/1430,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                3/26/14374,227
                                
                                
                                
                                
                                
                                
                                
                                1.94
                                
                                4/1/15500,000
                                
                                
                                
                                
                                
                                
                                
                                2.91
                                
                                4/1/15167,214
                                
                                
                                
                                
                                
                                
                                
                                1.83
                                
                                6/2/16250,000
                                
                                
                                
                                
                                
                                
                                
                                2.50
                                
                                6/2/16750,000
                                
                                
                                
                                
                                
                                
                                
                                0.65
                                
                                2/12/19Naeem
      Ghauri
                                
                                
                                100,000
                                
                                
                                
                                -
                                
                                
                                
                                2.21
                                
                                1/2/14100,000
                                
                                
                                
                                
                                
                                
                                
                                3.75
                                
                                1/2/1450,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                1/2/1420,000
                                
                                
                                
                                
                                
                                
                                
                                2.64
                                
                                3/26/1430,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                3/26/1410,000
                                
                                
                                
                                
                                
                                
                                
                                2.50
                                
                                2/16/12374,227
                                
                                
                                
                                
                                
                                
                                
                                1.94
                                
                                4/1/15500,000
                                
                                
                                
                                
                                
                                
                                
                                2.91
                                
                                4/1/15217,214
                                
                                
                                
                                
                                
                                
                                
                                1.83
                                
                                6/2/16250,000
                                
                                
                                
                                
                                
                                
                                
                                2.50
                                
                                6/2/16525,000
                                
                                
                                
                                
                                
                                
                                
                                0.65
                                
                                2/12/19Salim
      Ghauri
                                
                                
                                100,000
                                
                                
                                
                                -
                                
                                
                                
                                2.21
                                
                                1/2/14100,000
                                
                                
                                
                                
                                
                                
                                
                                3.75
                                
                                1/2/1450,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                3/26/1420,000
                                
                                
                                
                                
                                
                                
                                
                                2.64
                                
                                3/26/1430,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                3/26/1420,000
                                
                                
                                
                                
                                
                                
                                
                                2.50
                                
                                2/16/12374,227
                                
                                
                                
                                
                                
                                
                                
                                1.94
                                
                                4/1/15500,000
                                
                                
                                
                                
                                
                                
                                
                                2.91
                                
                                4/1/15217,214
                                
                                
                                
                                
                                
                                
                                
                                1.83
                                
                                6/2/16250,000
                                
                                
                                
                                
                                
                                
                                
                                2.50
                                
                                6/2/16525,000
                                
                                
                                
                                
                                
                                
                                
                                0.65
                                
                                2/12/19Boo-Ali
      Siddiqui
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                1/0/00Patti
      L. W. McGlasson
                                
                                
                                10,000
                                
                                
                                
                                -
                                
                                
                                
                                3.00
                                
                                1/1/1420,000
                                
                                
                                
                                
                                
                                
                                
                                2.64
                                
                                3/26/1430,000
                                
                                
                                
                                
                                
                                
                                
                                5.00
                                
                                3/26/1420,000
                                
                                
                                
                                
                                
                                
                                
                                1.65
                                
                                7/7/1520,000
                                
                                
                                
                                
                                
                                
                                
                                2.25
                                
                                7/7/1510,000
                                
                                
                                
                                
                                
                                
                                
                                1.60
                                
                                7/23/17
  Option
Exercises and Stock Vested
  Mr.
Najeeb Ghauri exercised options to acquire 52,786 shares of common stock of the
company at an exercise price of $1.83. Mr. Naeem Ghauri & Mr. Salim Ghauri
exercised options to acquire 32,786 shares of common stock of the Company by
each of them at the exercise price of $1.83 per share during the last fiscal
year.
  49
  Pension
Benefits
  We do not
have any qualified or non-qualified defined benefit plans.
  Potential
Payments upon Termination or Change of Control
  Generally, regardless of the manner in
which a named executive officer's employment terminates, he is entitled to
receive amounts earned during his term of employment. Such amounts include the
portion of the executive's base salary that has accrued prior to any termination
and not yet been paid and unused vacation
pay.
  In
addition, we are required to make the additional payments and/or provide
additional benefits to the individuals named in the Summary Compensation Table
in the event of a termination of employment or a change of control, as set forth
below.
  Change-in-Control
Payments
  Najeeb
Ghauri, Chairman and Chief Executive Officer
  In the
event that Mr. Ghauri is terminated as a result of a change in control (defined
below), he is entitled to all payments due in the event of a termination for
Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99 and
his salary during the preceding 12 months; (b) a  one-time payment
equal to the higher of (i) Executive’s bonus for the previous year and (ii) one
percent of the Company’s consolidated gross revenues for the previous twelve
(12) months; and, at the election of the Executive, (c) a one-time cash payment
equal to the cash value of all shares eligible for exercise upon the exercise of
Executive’s Options then currently outstanding and exercisable as if they had
been exercised in full (the “Change of Control Termination Payment”). In the
event Executive elects to receive the cash value of the shares underlying
Executive’s options, he shall so notify the Company of his intent.
  The
following table summarizes the potential payments to Mr. Ghauri assuming
his employment with us was terminated or a change of control occurred on June
30, 2009, the last day of our most recently completed fiscal year.
  BENEFITS AND PAYMENTS
                              
                              CHANGE
                                OF
                                CONTROL
                              
                              
                              TERMINATION
                                UPON DEATH
                                OR
                                DISABILITY
                              
                              
                              TERMINATION
                                BY US
                                WITHOUT
                                CAUSE OR BY
                                EXECUTIVE
                                FOR GOOD
                                REASONBase
      Salary
                              
                              $
                              900,000
                              
                              
                              $
                              -
                              
                              
                              $
                              900,000Bonus
                              
                              
                              -Salary
      Multiple Pay-out
                              
                              
                              814,072Bonus
      or Revenue One-time Pay-Out
                              
                              
                              296,000Net
      Cash Value of Options
                              
                              
                              4,648,302Total
                              
                              $
                              6,658,374
                              
                              
                              $
                              -
                              
                              
                              $
                              900,000
  Naeem
Ghauri, President EMEA
  In the
event that Mr. Ghauri is terminated as a result of a change in control (defined
below), he is entitled to all payments due in the event of a termination for
Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99 and
his salary during the preceding 12 months; (b) a  one-time payment
equal to the higher of (i) Executive’s bonus for the previous year and (ii) one
percent of the Company’s consolidated gross revenues for the previous twelve
(12) months; and, at the election of the Executive, (c) a one-time cash payment
equal to the cash value of all shares eligible for exercise upon the exercise of
Executive’s Options then currently outstanding and exercisable as if they had
been exercised in full (the “Change of Control Termination Payment”). In the
event Executive elects to receive the cash value of the shares underlying
Executive’s options, he shall so notify the Company of his intent.
  50
  The
following table summarizes the potential payments to Mr. Ghauri assuming
his employment with us was terminated or a change of control occurred on June
30, 2009, the last day of our most recently completed fiscal year.
  BENEFITS AND PAYMENTS
                            
                            CHANGE
                              OF
                              CONTROL
                            
                            
                            TERMINATION
                              UPON DEATH
                              OR
                              DISABILITY
                            
                            
                            TERMINATION
                              BY US
                              WITHOUT
                              CAUSE OR BY
                              EXECUTIVE
                              FOR GOOD
                              REASONBase
      Salary
                            
                            $
                            735,000
                            
                            
                            $
                            -
                            
                            
                            $
                            735,000Bonus
                            
                            
                            -Salary
      Multiple Pay-out
                            
                            
                            600,000Bonus
      or Revenue One-time Pay-Out
                            
                            
                            296,000Net
      Cash Value of Options
                            
                            
                            4,618,552Total
                            
                            $
                            6,249,552
                            
                            
                            $
                            -
                            
                            
                            $
                            735,000
  Salim
Ghauri, President APAC
  In the
event that Mr. Ghauri is terminated as a result of a change in control (defined
below), he is entitled to all payments due in the event of a termination for
Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99 and
his salary during the preceding 12 months; (b) a  one-time payment
equal to the higher of (i) Executive’s bonus for the previous year and (ii) one
percent of the Company’s consolidated gross revenues for the previous twelve
(12) months; and, at the election of the Executive, (c) a one-time cash payment
equal to the cash value of all shares eligible for exercise upon the exercise of
Executive’s Options then currently outstanding and exercisable as if they had
been exercised in full (the “Change of Control Termination Payment”). In the
event Executive elects to receive the cash value of the shares underlying
Executive’s options, he shall so notify the Company of his intent.
  The
following table summarizes the potential payments to Mr. Ghauri assuming
his employment with us was terminated or a change of control occurred on June
30, 2009, the last day of our most recently completed fiscal year.
  BENEFITSANDPAYMENTS
                        
                        CHANGE
                          OF
                          CONTROL
                        
                        
                        TERMINATION
                          UPONDEATH
                          OR
                          DISABILITY
                        
                        
                        TERMINATION
                          BYUS
                          WITHOUT
                          CAUSEORBY
                          EXECUTIVE
                          FORGOOD
                          REASONBase
      Salary
                        
                        $
                        675,000
                        
                        
                        $
                        -
                        
                        
                        $
                        675,000Bonus
                        
                        
                        -Salary
      Multiple Pay-out
                        
                        
                        525,000Bonus
      or Revenue One-time Pay-Out
                        
                        
                        296,000Net
      Cash Value of Options
                        
                        
                        4,643,552Total
                        
                        $
                        6,139,552
                        
                        
                        $
                        -
                        
                        
                        $
                        675,000
  51
  Patti
L. W. McGlasson, Secretary and General Counsel
  In the
event that Ms. McGlasson is terminated as a result of a change in control
(defined below), she is entitled to all payments due in the event of a
termination for Cause or Good Reason and: (a) a onetime payment equal to the
product of 2.99 and her salary during the preceding 12 months; (b)
a  one-time payment equal to the higher of (i) Executive’s bonus for
the previous year and (ii) one-half of one percent of the Company’s consolidated
gross revenues for the previous twelve (12) months; and, at the election of the
Executive, (c) a one-time cash payment equal to the cash value of all shares
eligible for exercise upon the exercise of Executive’s Options then currently
outstanding and exercisable as if they had been exercised in full (the “Change
of Control Termination Payment”). In the event Executive elects to receive the
cash value of the shares underlying Executive’s options, she shall so notify the
Company of her intent.
  The
following table summarizes the potential payments to Ms. McGlasson assuming
her employment with us was terminated or a change of control occurred on June
30, 2009, the last day of our most recently completed fiscal year.
  BENEFITSANDPAYMENTS
                        
                        CHANGE
                          OF
                          CONTROL
                        
                        
                        TERMINATION
                          UPONDEATH
                          OR
                          DISABILITY
                        
                        
                        TERMINATION
                          BYUS
                          WITHOUT
                          CAUSEORBY
                          EXECUTIVE
                          FORGOOD
                          REASONBase
      Salary
                        
                        $
                        124,000
                        
                        
                        $
                        -
                        
                        
                        $
                        124,000Bonus
                        
                        
                        5,000Salary
      Multiple Pay-out
                        
                        
                        372,800Bonus
      or Revenue One-time Pay-Out
                        
                        
                        148,000Net
      Cash Value of Options
                        
                        
                        326,800Total
                        
                        $
                        976,600
                        
                        
                        $
                        -
                        
                        
                        $
                        124,000
  Director
Compensation
  Director
Compensation Table
  The
following table sets forth a summary of the compensation earned by our Directors
and/or paid to certain of our Directors pursuant to the Company's compensation
policies for the fiscal year ended June 30, 2009, other than Najeeb Ghauri,
Naeem Ghauri and Salim Ghauri who are executives and directors.
  NAME
                        
                        FEES
                          EARNED
                          ORPAID
                          INCASH
                          ($)
                        
                        
                        OPTION
                          AWARDS
                          ($)(1)
                        
                        
                        TOTAL
                          ($)Eugen
      Beckert
                        
                        
                        23,000
                        
                        
                        
                        -
                        
                        
                        
                        23,000Shahid
      Javed Burki
                        
                        
                        29,000
                        
                        
                        
                        -
                        
                        
                        
                        29,000Mark
      Caton
                        
                        
                        26,000
                        
                        
                        
                        -
                        
                        
                        
                        26,000Alexander
      Shakow
                        
                        
                        16,000
                        
                        
                        
                        -
                        
                        
                        
                        16,000
  (1)
              There
      were no options awarded during fiscal year ended June 30,
    2009
 (2)
              The
      board of directors voluntarily accepted a reduction of their fees
      by  15% effective April 1,
2009.
  52
  Director
Compensation Policy
  Messrs. Ghauri
are not paid any fees or other compensation for services as members of our Board
of Directors.
  The
non-employee members of our Board of Directors received as compensation for
services as directors as well as reimbursement for documented reasonable
expenses incurred in connection with attendance at meetings of our Board of
Directors and the committees thereof. The Company paid the following amounts to
members of the Board of Directors for the activities shown during the fiscal
year ended June 30, 2009.
  BOARDACTIVITY
                    
                    CASH
                      PAYMENTSBoard
      Member Fee
                    
                    $
                    40,000Committee
      Membership
                    
                    $
                    16,000Chairperson
      for Audit Committee
                    
                    $
                    15,000Chairperson
      for Compensation Committee
                    
                    $
                    6,000Chairperson
      for Nominating and Corporate Governance Committee
                    
                    $
                    4,500
  Members
of our Board of Directors are also eligible to receive stock option or stock
award grants both upon joining the Board of Directors and on an annual basis in
line with recommendations by the Compensation Committee, which grants are
non-qualified stock options under our Employee Stock Option Plans. Further, from
time to time, the non-employee members of the Board of Directors are eligible to
receive stock grants that may be granted if and only if approved by the
shareholders of the Company.
  Compensation
Committee Interlocks and Insider Participation
  The
current members of the Compensation Committee are Messrs. Caton (Chairman),
Mr. Beckert, Mr. Burki and Mr. Shakow. During the fiscal year ended June 30,
2009, the Chairman of the Compensation Committee was
Mr.  Beckert.  There were no other members of the committee
during the fiscal year ended June 30, 2009. All current members of the
Compensation Committee are "independent directors" as defined under the
Nasdaq Listing Rules. None of these individuals were at any time during the
fiscal year ended June 30, 2009, or at any other time, an officer or employee of
the Company.
  No
executive officer of the Company serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.
  Employee
Stock Option Plans
 
 The 2001
plan authorizes the issuance of up to 2,000,000 options to purchase common stock
of which 2,000,000 have been granted.  The grant prices range between
$.75 and $2.50.
 
 The 2002
plan authorizes the issuance of up to 2,000,000 options to purchase common stock
of which 2,000,000 options have been granted.  The grant prices range
between $.75 and $5.00.
 
 In March
2004, our shareholders approved the 2003 stock option plan.  This plan
authorizes up to 2,000,000 options to purchase common stock of which 1,332,841
have been granted.  The grant prices range between $1.00 and
$5.00.
 
 In March
2005, our shareholders approved the 2004 stock option plan.  This plan
authorizes up to 5,000,000 options to purchase common stock of which 4,948,246
have been granted.  The grant prices range between $1.50 and
$3.00.
 
 In April
2006, our shareholders approved the 2005 stock option plan.  This plan
authorizes up to 5,000,000 options to purchase common stock of which 3,925,000
have been granted.  The grant prices range between $1.70 and
$2.55.
 
 In June
2008, our shareholders approved the 2008 Equity incentive plan.  This
plan authorizes up to 1,000,000 grants and/or options of common stock of which
143,000 have been granted. The grant prices range between $0.32 and
$1.85.
  53
  ITEM
12- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock, its only class of outstanding voting
securities as of September 10, 2009, by (i) each person who is known to the
Company to own beneficially more than 5% of the outstanding common Stock with
the address of each such person, (ii) each of the Company's present directors
and officers, and (iii) all officers and directors as a group:
 
 PercentageName
      and
                      
                      Number
      of
                      
                      
                      BeneficiallyAddress
                      
                      Shares(1)(2)
                      
                      
                      owned(4)Najeeb
      Ghauri (3)
                      
                      
                      3,338,423
                      
                      
                      
                      10.06
                      %Naeem
      Ghauri (3)
                      
                      
                      2,687,953
                      
                      
                      
                      8.11
                      %Salim
      Ghauri (3)
                      
                      
                      2,828,156
                      
                      
                      
                      8.53
                      %Eugen
      Beckert (3)
                      
                      
                      243,900
                      
                      
                      
                      *Shahid
      Javed Burki (3)
                      
                      
                      219,800
                      
                      
                      
                      *Mark
      Caton (3)
                      
                      
                      33,000
                      
                      
                      
                      *Alexander
      Shakow (3)
                      
                      
                      25,273
                      
                      
                      
                      *Patti
      McGlasson (3)
                      
                      
                      155,000
                      
                      
                      
                      *Boo-Ali
      Siddiqui (3)
                      
                      
                      20,000
                      
                      
                      
                      *The
      Tail Wind Fund Ltd.(5)(6)
                      
                      
                      2,780,989
                      
                      
                      
                      9.90
                      %Newland
      Capital Management LLC(7)
                      
                      
                      2,544,971
                      
                      
                      
                      7.68
                      %All
      officers and directorsas
      a group (nine persons)
                      
                      
                      9,551,505
                      
                      
                      
                      8.81
                      %
 
 *  Less
than one percent
 
 (1)  Except
as otherwise indicated, the Company believes that the beneficial owners of the
common stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to
securities.
 
 (2)  Beneficial
ownership is determined in accordance with the rules of the Commission and
generally includes voting or investment power with respect to securities. Shares
of common stock relating to options currently exercisable or exercisable within
60 days of September 15, 2009are deemed outstanding
for computing the percentage of the person holding such securities but are not
deemed outstanding for computing the percentage of any other person. Except as
indicated by footnote, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment power with
respect to all shares shown as beneficially owned by them. Includes shares
issuable upon exercise of options exercisable within 60 days, as follows: Mr.
Najeeb Ghauri, 2,286,727; Mr. Naeem Ghauri, 2,178,027; Mr. Salim Ghauri,
2,145,191; Mr. Eugen Beckert, 135,000; Mr. Shahid Burki, 150,000; and Ms. Patti
McGlasson, 110,000.
 
 (3)  Address
c/o NetSol Technologies, Inc. at 23901 Calabasas Road, Suite 2072, Calabasas, CA
91302.
 
 (4)  Shares
issued and outstanding as of September 10, 2009 were 33,153,307.
 
 (5)  Address:  The
Bank of Nova Scotia Trust Company (Bahamas) Ltd., Windermere House, 404 East Bay
Street, P.O. Box SS-5539, Nassau, Bahamas.  Tail Wind Advisory &
Management Ltd., a UK corporation authorized and regulated by the Financial
Services Authority of Great Britain (“TWAM”), is the investment manager for The
Tail Wind Fund Ltd., and David Crook is the CEO and controlling shareholder of
TWAM. Each of TWAM and David Crook expressly disclaims any equitable or
beneficial ownership of the shares being referred to hereunder and held by The
Tail Wind Fund Ltd.
 
 (6)
Subject to the Ownership Limitation (defined below) and as reported in their
Form 13G/A filed February 13, 2009, The Tail Wind Fund Ltd. (“Tail Wind”) may be
deemed to beneficially own a total of 4,352,073 shares of Common Stock,
including: 1,268,740 shares of Common Stock held by Tail Wind,; 1,060,606 shares
of Common Stock issuable upon conversion of $1,750,000 in liquidation preference
of the Company’s Series A 7% Cumulative Convertible Preferred
Stock  (“the Preferred Stock”); 303,030 shares of Common Stock
issuable upon exercise of Warrants issued to Tail Wind on June 29, 2007; 303,030
shares of Common Stock issuable upon exercise of Warrants issued to Tail Wind on
October 29, 2007 (together with the warrants issued on June 29, 2007, the
“Warrants”); and, 1,416,667 shares of Common Stock issuable upon conversion of
$4,250,000 in principal amount of the Company’s Convertible Notes due July 31,
2011 issued to Tail Wind on July 23, 2008 (the “Notes”). In accordance with Rule
13d-4 under the Securities Exchange Act of 1934, as amended, because the number
of shares of Common Stock into which the Reporting Person's Notes, Preferred
Stock and Warrants are convertible and exercisable is limited, pursuant to the
terms of such instruments, to that number of shares of Common Stock which would
result in the Reporting Person having beneficial ownership of 9.9% of the total
issued and outstanding shares of Common Stock (the "Ownership Limitation"), Tail
Wind disclaims beneficial ownership of any and all shares of Common Stock that
would cause Tail Wind's beneficial ownership to exceed the Ownership
Limitation.  In accordance with the Ownership Limitation, Tail Wind,
based upon 26,285,761 shares of common stock outstanding (as of July 23, 2008),
Tail Wind beneficially owns 2,748,818 shares of Common Stock and disclaims
beneficial ownership of 1,603,255.
  54
 
 (7)
Pursuant to a form 13G/A filed on February 5, 2009, the following persons have
shared voting power over 2,544,971 shares of common stock of the
Company:  Newland Capital Management, LLC (as to 2,544,971 shares),
Newland Master Fund, Ltd. (as to 2,544,971), Newland Offshore Fund, Ltd. (as to
2,020,707 shares), Ken Brodkowitz (as to 2,544,971 shares) and Michael Vermut
(as to 2,578,871 shares) all with addresses c/o Newland Capital Management LLC,
350 Madison Avenue, 11th Floor,
New York, New York, 10017.
 
 ITEM
13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 In May
2008, the board approved compensation for service on the Audit, Compensation and
Nominating and Corporate Governance Committees.  This compensation is
discussed in the sections entitled “Compensation of Directors” beginning on page
53.
  Item
14 Principal Accountant Fees and Services
  Audit Fees
  Kabani
& Co. audited the Company’s financial statements for the fiscal years ended
June 30, 2009 and June 30, 2008. The aggregate fees billed by
Kabani & Co. for the annual audit and review of financial statements
included in the Company’s Form 10 (or 10-KSB in the case of the fiscal year
ended June 30, 2008) or services that are normally provided by Kabani &
Company that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for the year ended June 30, 2009
was $112,500 and for the year ended June 30, 2008 was $120,000.
  Audit Related
Fees
  The
aggregate fees billed by Kabani & Co. during fiscal 2009 including
assurance and related audit services not covered in the preceding paragraph was
$7,500. These “Audit Related Fees” were primarily for services in connection
with the review of quarterly financial statements. The aggregate fees billed by
Kabani & Company during fiscal 2008 including assurance and related audit
services not covered in the preceding paragraph was $37,500.  These
“Audit Related Fees” were primarily for services in connection with the review
of quarterly financial statements.
  Tax Fees
  Tax fees
for fiscal year 2009 were $12,500 and consisted of the preparation of the
Company’s federal and state tax returns for the fiscal years
2008.  Tax fees for fiscal year 2008 were $4,500 and consisted of the
preparation of the Company’s federal and state tax returns for the fiscal year
2007.
  All Other Fees
  There
were no other fees billed by Kabani & Co. or services rendered to
NetSol during the fiscal years ended June 30, 2009 and 2008, other than as
described above.
  Pre-Approval
Procedures
  The Audit
Committee and the Board of Directors are responsible for the engagement of the
independent auditors and for approving, in advance, all auditing services and
permitted non-audit services to be provided by the independent auditors. The
Audit Committee maintains a policy for the engagement of the independent
auditors that is intended to maintain the independent auditor’s independence
from NetSol. In adopting the policy, the Audit Committee considered the various
services that the independent auditors have historically performed or may be
needed to perform in the future. The policy, which is to be reviewed and
re-adopted at least annually by the Audit Committee:
 
 (i)
                Approves the performance by the
      independent auditors of certain types of service (principally
      audit-related and tax), subject to restrictions in some cases, based on
      the Committee’s determination that this would not be likely to impair the
      independent auditors’ independence from
  NetSol;
 
 (ii)
                Requires that management obtain
      the specific prior approval of the Audit Committee for each engagement of
      the independent auditors to perform other types of permitted services;
      and,
 
 (iii)
                Prohibits the performance by the
      independent auditors of certain types of services due to the likelihood
      that their independence would be
  impaired.
  Any approval required under the policy
must be given by the Audit Committee, by the Chairman of the Committee in office
at the time, or by any other Committee member to whom the Committee has
delegated that authority. The Audit Committee does not delegate its
responsibilities to approve services performed by the independent auditors to
any member of management.
  The standard applied by the Audit
Committee in determining whether to grant approval of an engagement of the
independent auditors is whether the services to be performed, the compensation
to be paid therefore and other related factors are consistent with the
independent auditors’ independence under guidelines of the Securities and
Exchange Commission and applicable professional standards. Relevant
considerations include, but are not limited to, whether the work product is
likely to be subject to, or implicated in, audit procedures during the audit of
NetSol’s financial statements; whether the independent auditors would be
functioning in the role of management or in an advocacy role; whether
performance of the service by the independent auditors would enhance NetSol’s
ability to manage or control risk or improve audit quality; whether performance
of the service by the independent auditors would increase efficiency because of
their familiarity with NetSol’s business, personnel, culture, systems, risk
profile and other factors; and whether the amount of fees involved, or the
proportion of the total fees payable to the independent auditors in the period
that is for tax and other non-audit services, would tend to reduce the
independent auditors’ ability to exercise independent judgment in performing the
audit.
  55
 
 PART
IV
 
 ITEM
15 - EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)     Exhibits
 
 3.1
                  
                  Articles
      of Incorporation of Mirage Holdings, Inc., a Nevada corporation, dated
      March 18, 1997,incorporated
      by reference as Exhibit 3.1 to NetSol’s Registration Statement No.
      333-28861 filed onForm
      SB-2 filed June 10, 1997.*3.2
                  
                  Amendment
      to Articles of Incorporation dated May 21, 1999, incorporated by reference
      as Exhibit 3.2 to NetSol’s Annual Report for the fiscal year ended June
      30, 1999 on Form 10K-SB filed September 28, 1999.*3.3
                  
                  Amendment
      to the Articles of Incorporation of NetSol International, Inc. dated March
      20, 2002 incorporated by reference as Exhibit 3.3 to NetSol’s Annual
      Report on Form 10-KSB/A filed on February 2, 2001.*3.4
                  
                  Amendment
      to the Articles of Incorporation of NetSol Technologies, Inc. dated August
      20, 2003 filed as Exhibit A to NetSol’s Definitive Proxy Statement filed
      June 27, 2003.*3.5
                  
                  Amendment
      to the Articles of Incorporation of NetSol Technologies, Inc. dated March
      14, 2005 filed as Exhibit 3.0 to NetSol’s quarterly report filed on Form
      10-QSB for the period ended March 31, 2005.*3.6
                  
                  Amendment
      to the Articles of Incorporation dated October 18, 2006 filed as Exhibit
      3.5 to NetSol’s Annual Report for the fiscal year ended June 30, 2007 on
      Form 10-KSB.*3.7
                  
                  Amendment
      to Articles of Incorporation dated May 12, 2008 (1)*3.8
                  
                  Bylaws
      of Mirage Holdings, Inc., as amended and restated as of November 28, 2000
      incorporated by reference as Exhibit 3.3 to NetSol’s Annual Report for the
      fiscal year ending in June 30, 2000 on Form 10K-SB/A filed on February 2,
      2001.*3.9
                  
                  Amendment
      to the Bylaws of NetSol Technologies, Inc. dated February 16, 2002
      incorporated by reference as Exhibit 3.5 to NetSol’s Registration
      Statement filed on Form S-8 filed on March 27, 2002.*4.1
                  
                  Form
      of Common Stock Certificate*4.2
                  
                  Form
      of Warrant*.4.3
                  
                  Form
      of Series A 7% Cumulative Preferred Stock filed as Annex E to NetSol’s
      Definitive Proxy Statement filed September 18, 2006*.10.1
                  
                  Lease
      Agreement for Calabasas executive offices dated December 3, 2003
      incorporated by reference as Exhibit 99.1 to NetSol’s Current Report filed
      on Form 8-K filed on December 24, 2003.*10.2
                  
                  Company
      Stock Option Plan dated May 18, 1999 incorporated by reference as Exhibit
      10.2 to the Company’s Annual Report for the Fiscal Year Ended June 30,
      1999 on Form 10K-SB filed September 28, 1999.*10.3
                  
                  Company
      Stock Option Plan dated April 1, 1997 incorporated by reference as Exhibit
      10.5 to NetSol’s Registration Statement No. 333-28861 on Form SB-2 filed
      June 10, 1997*10.4
                  
                  Company
      2003 Incentive and Nonstatutory incorporated by reference as Exhibit 99.1
      to NetSol’s Definitive Proxy Statement filed February 6,
      2004.*10.5
                  
                  Company
      2001 Stock Options Plan dated March 27, 2002 incorporated by reference as
      Exhibit 5.1 to NetSol’s Registration Statement on Form S-8 filed on March
      27, 2002.*10.6
                  
                  Company
      2008 Equity Incentive Plan incorporated by reference as Annex A to
      NetSol’s Definitive Proxy Statement filed May 28,
2008.*10.6
                  
                  Frame
      Agreement by and between DaimlerChrysler Services AG and NetSol
      Technologies dated June 4, 2004 incorporated by reference as Exhibit 10.13
      to NetSol’s Annual Report for the year ended June 30, 2005 on Form 10-KSB
      filed on September 15, 2005.*10.7
                  
                  Share
      Purchase Agreement dated as of January 19, 2005 by and between the Company
      and the shareholders of CQ Systems Ltd. incorporated by reference as
      Exhibit 2.1 to NetSol’s Current Report filed on form 8-K on January 25,
      2005.*10.8
                  
                  Stock
      Purchase Agreement dated May 6, 2006 by and between the Company, McCue
      Systems, Inc. and the shareholders of McCue Systems, Inc. incorporated by
      reference as Exhibit 2.1 to NetSol’s Current Report filed on form 8-K on
      May 8, 2006.*10.9
                  
                  Employment
      Agreement by and between NetSol Technologies, Inc. and Patti L. W.
      McGlasson dated May 1, 2006 incorporated by reference as Exhibit 10.20 to
      NetSol’s Annual Report on form 10-KSB dated September 18,
      2006.*10.11.
                  
                  Employment
      Agreement by and between the Company and Najeeb Ghauri dated January 1,
      2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form
      10-KSB for the year ended June 30, 2007.*10.12
                  
                  Employment
      Agreement by and between the Company and Naeem Ghauri dated January 1,
      2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form
      10-KSB for the year ended June 30, 2007.*10.13
                  
                  Employment
      Agreement by and between the Company and Salim Ghauri dated January 1,
      2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form
      10-KSB for the year ended June 30, 2007.*10.14
                  
                  Employment
      Agreement by and between the Company and Tina Gilger dated August 1, 2007
      filed as Exhibit 10.11 to the Company’s Annual Report filed on Form 10-KSB
      for the year ended June 30, 2007.*10.15
                  
                  Amendment
      to Employment Agreement by and between Company and Najeeb Ghauri dated
      effective January 1,
2007.*
  56
 
 10.16
                  
                  Amendment
      to Employment Agreement by and between Company and Naeem Ghauri dated
      effective January 1, 2007.  *10.17
                  
                  Amendment
      to Employment Agreement by and between Company and Salim Ghauri dated
      effective January 1,*10.18
                  
                  Lease
      Agreement by and between McCue Systems, Inc. and Sea Breeze 1 Venture
      dated April 29, 2003*.10.19
                  
                  Amendment
      to Lease Agreement by and between McCue Systems, Inc. and Sea Breeze 1
      Venture dated June 25, 2007 filed as Exhibit 10.19 to the Company’s Annual
      Report filed on Form 10-KSB for the year ended June 30, 2007.
      *10.20
                  
                  Lease
      Agreement by and between NetSol Pvt Limited and Civic Centres Company
      (PVT) Limited dated May 28, 2001 incorporated by this reference as Exhibit
      10.23 to NetSol’s Annual Report on form 10-KSB dated September 18,
      2006.*10.21
                  
                  Lease
      Agreement by and between NetSol Pvt Limited and Mrs. Rameeza Zobairi dated
      December 5, 2005 incorporated by this reference as Exhibit 10.24 to
      NetSol’s Annual Report on form 10-KSB dated September 18,
      2006.*10.22
                  
                  Lease
      Agreement by and between NetSol Pvt Limited and Mr. Nisar Ahmed dated May
      4, 2006 incorporated by this reference as Exhibit 10.25 to NetSol’s Annual
      Report on form 10-KSB dated September 18, 2006.*10.23
                  
                  Lease
      Agreement by and between NetSol Technologies, Ltd. and Argyll Business
      Centres Limited dated April 28, 2006 incorporated by this reference as
      Exhibit 10. 26 to NetSol’s Annual Report on form 10-KSB dated September
      18, 2006.*10.24
                  
                  Tenancy
      Agreement by and between NetSol Technologies, Ltd. and Beijing Lucky
      Goldstar Building Development Co. Ltd. dated June 26, 2007 filed as
      Exhibit 10.21 to the Company’s Annual Report filed on Form 10-KSB for the
      year ended June 30, 2007.*10.25
                  
                  Company
      2005 Stock Option Plan incorporated by reference as Exhibit 99.1 to
      NetSol’s Definitive Proxy Statement filed on March 3,
    2006.*10.26
                  
                  Company
      2004 Stock Option Plan incorporated by reference as Exhibit 99.1 to
      NetSol’s Definitive Proxy Statement filed on February 7,
      2005.*10.27
                  
                  Working
      area sublease by and between NetSol Technologies, Ltd. and Toyota Leasing
      (Thailand) Co. Ltd., dated June 21, 2007 filed as Exhibit 10.24 to the
      Company’s Annual Report filed on Form 10-KSB for the year ended June 30,
      2007.*10.28
                  
                  Lease
      Agreement by and between NetSol Technologies, Inc. and NetSol Technologies
      North America, Inc. and NOP Watergate LLC dated April 3,
      2008.*10.29
                  
                  Lease
      Amendment Number Three by and between NetSol Technologies, Inc. and
      Century National Properties, Inc. dated December 12, 2007.
    *10.30
                  
                  Rent
      Agreement by and between Mr. Tahir Mehmood Khan and NetSol Technologies
      Ltd. Dated January 21, 2008.
*
 
 21.1 A
list of all subsidiaries of the Company(1)
 31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(CEO)(1)
 31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(CFO)(1)
 32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (CEO)(1)
 32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley act of 2002 (CFO)(1)
 
 *Previously
Filed
 (1) Filed
Herewith
  57
  
 SIGNATURES
 
 In
accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 NetSol
      Technologies, Inc.Date:
      September 15, 2009
                BY: /S/ NAJEEB GHAURINajeeb
      GhauriChief
      Executive OfficerDate:  September
      15, 2009
                BY: /S/ Boo-Ali SiddiquiBoo-Ali
      SiddiquiChief
      Financial Officer
  58
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
 
 Date:
      September 15, 2009
                BY: /S/ NAJEEB U. GHAURINajeeb
      U. GhauriChief
      Executive OfficerDirector,
      ChairmanDate:  September
      15, 2009
                BY: /S/ SALIM GHAURISalim
      GhauriPresident,
      APACDirectorDate:  September
      15, 2009
                BY: /S/ NAEEM GHAURINaeem
      GhauriPresident,
      EMEADirectorDate:  September
      15, 2009
                BY: /S/ EUGEN BECKERTEugen
      BeckertDirectorDate:  September
      15, 2009
                BY: /S/ SHAHID JAVED
  BURKIShahid
      Javed BurkiDirectorDate:  September
      15, 2009
                BY:/S/ MARK CATONMark
      CatonDirectorDate:  September
      15, 2009
                BY:/S/ ALEXANDER SHAKOWAlexander
      ShakowDirector
  59


NETSOL
TECHNOLOGIES, INC. AND SUBSIDIARIES






INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS





Description
                    
                    PageReport
      of Independent Registered Public Accounting Firm
                    
                    F-2Consolidated
      Balance Sheets as of June 30, 2009 and 2008
                    
                    F-3Consolidated
      Statements of Operations for the Years Ended June 30, 2009 and
      2008
                    
                    F-4Consolidated
      Statements of Stockholders’ Equity for the Years EndedJune
      30, 2009 and 2008
                    
                    F-5Consolidated
      Statements of Cash Flows for the Years Ended June 30, 2009 and
      2008
                    
                    F-7Notes
      to Consolidated Financial Statements
                    
                    F-9




F-1




REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





Board of
Directors


NetSol
Technologies, Inc. and subsidiaries


Calabasas,
California





We have
audited the accompanying consolidated balance sheets of NetSol Technologies,
Inc. and subsidiaries as of June 30, 2009 and 2008, and the related consolidated
statements of operations, stockholders’ equity and cash flows for the years
ended June 30, 2009 and 2008.  These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.





We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of NetSol
Technologies, Inc. and subsidiaries as of June 30, 2009 and 2008 and the results
of its consolidated operations and its cash flows for the years ended June 30,
2009 and 2008 in conformity with accounting principles generally accepted in the
United States of America.





/s/
Kabani & Company, Inc.


CERTIFIED
PUBLIC ACCOUNTANTS





Los
Angeles, California


September
15, 2009


F-2


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS








2009
                                                          
                                                          
                                                          2008RestatedASSETSCurrent
      assets:Cash
      and cash equivalents
                                                          
                                                          $
                                                          4,403,762
                                                          
                                                          
                                                          $
                                                          6,275,238Restricted
      Cash
                                                          
                                                          
                                                          5,000,000
                                                          
                                                          
                                                          
                                                          -Accounts
      receivable, net of allowance for doubtful accounts of
      $2,504,714and
      $108,538 for 2009 and 2008 respectively
                                                          
                                                          
                                                          11,394,844
                                                          
                                                          
                                                          
                                                          10,988,888Revenues
      in excess of billings
                                                          
                                                          
                                                          5,686,277
                                                          
                                                          
                                                          
                                                          11,053,042Other
      current assets
                                                          
                                                          
                                                          2,307,246
                                                          
                                                          
                                                          
                                                          2,406,407Total
      current assets
                                                          
                                                          
                                                          28,792,129
                                                          
                                                          
                                                          
                                                          30,723,575Property and equipment,
      net of accumulated depreciation
                                                          
                                                          
                                                          9,186,163
                                                          
                                                          
                                                          
                                                          9,176,780Other
      assets, long-term
                                                          
                                                          
                                                          204,823
                                                          
                                                          
                                                          
                                                          1,866,437Intangibles:Product
      licenses, renewals, enhancements, copyrights,trademarks,
      and tradenames, net
                                                          
                                                          
                                                          13,802,607
                                                          
                                                          
                                                          
                                                          10,837,856Customer
      lists, net
                                                          
                                                          
                                                          1,344,019
                                                          
                                                          
                                                          
                                                          1,732,761Goodwill
                                                          
                                                          
                                                          9,439,285
                                                          
                                                          
                                                          
                                                          9,439,285Total
      intangibles
                                                          
                                                          
                                                          24,585,911
                                                          
                                                          
                                                          
                                                          22,009,902Total
      assets
                                                          
                                                          $
                                                          62,769,026
                                                          
                                                          
                                                          $
                                                          63,776,694LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                                                          
                                                          $
                                                          5,106,266
                                                          
                                                          
                                                          $
                                                          4,116,659Current
      portion of loans and obligations under capitalized leases
                                                          
                                                          
                                                          6,207,830
                                                          
                                                          
                                                          
                                                          2,280,110Other
      payables – acquisitions
                                                          
                                                          
                                                          103,226
                                                          
                                                          
                                                          
                                                          846,215Unearned
      revenues
                                                          
                                                          
                                                          3,473,228
                                                          
                                                          
                                                          
                                                          3,293,728Due
      to officers
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          184,173Dividend
      to preferred stockholders payable
                                                          
                                                          
                                                          44,409
                                                          
                                                          
                                                          
                                                          33,508Loans
      payable, bank
                                                          
                                                          
                                                          2,458,757
                                                          
                                                          
                                                          
                                                          2,932,551Total
      current liabilities
                                                          
                                                          
                                                          17,393,716
                                                          
                                                          
                                                          
                                                          13,686,944Obligations under capitalized
      leases,less current maturities
                                                          
                                                          
                                                          1,090,901
                                                          
                                                          
                                                          
                                                          332,307Convertible
      Notes Payable
                                                          
                                                          
                                                          5,809,508
                                                          
                                                          
                                                          
                                                          -Long term loans;less
      current maturities
                                                          
                                                          
                                                          1,113,832
                                                          
                                                          
                                                          
                                                          411,608Total
      liabilities
                                                          
                                                          
                                                          25,407,957
                                                          
                                                          
                                                          
                                                          14,430,859Minority
      interest
                                                          
                                                          
                                                          6,383,310
                                                          
                                                          
                                                          
                                                          7,857,969Commitments
      and contingencies
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Stockholders'
      equity:Preferred
      stock,  5,000,000 shares authorized;1,920
      issued and outstanding
                                                          
                                                          
                                                          1,920,000
                                                          
                                                          
                                                          
                                                          1,920,000Common
      stock, $.001 par value; 95,000,000 shares authorized;30,046,987;
      25,545,482 issued and outstanding
                                                          
                                                          
                                                          30,047
                                                          
                                                          
                                                          
                                                          25,545Additional
      paid-in-capital
                                                          
                                                          
                                                          78,198,523
                                                          
                                                          
                                                          
                                                          74,950,286Treasury
      stock
                                                          
                                                          
                                                          (396,008
                                                          )
                                                          
                                                          
                                                          (35,681
                                                          )Accumulated
      deficit
                                                          
                                                          
                                                          (41,253,152
                                                          )
                                                          
                                                          
                                                          (33,071,702
                                                          )Stock
      subscription receivable
                                                          
                                                          
                                                          (842,619
                                                          )
                                                          
                                                          
                                                          (600,907
                                                          )Common
      stock to be issued
                                                          
                                                          
                                                          220,365
                                                          
                                                          
                                                          
                                                          1,048,249Other
      comprehensive loss
                                                          
                                                          
                                                          (6,899,397
                                                          )
                                                          
                                                          
                                                          (2,747,924
                                                          )Total
      stockholders' equity
                                                          
                                                          
                                                          30,977,759
                                                          
                                                          
                                                          
                                                          41,487,866Total
      liabilities and stockholders' equity
                                                          
                                                          $
                                                          62,769,026
                                                          
                                                          
                                                          $
                                                          63,776,694




See
accompanying notes to these consolidated financial statements.


F-3


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS




2009
                                                      
                                                      
                                                      2008RestatedNet
      Revenues:License
      fees
                                                      
                                                      $
                                                      4,786,332
                                                      
                                                      
                                                      $
                                                      12,685,039Maintenance
      fees
                                                      
                                                      
                                                      6,499,419
                                                      
                                                      
                                                      
                                                      6,306,321Services
                                                      
                                                      
                                                      15,162,426
                                                      
                                                      
                                                      
                                                      17,650,815Total
      revenues
                                                      
                                                      
                                                      26,448,177
                                                      
                                                      
                                                      
                                                      36,642,175Cost
      of revenuesSalaries
      and consultants
                                                      
                                                      
                                                      9,787,965
                                                      
                                                      
                                                      
                                                      10,071,664Travel
                                                      
                                                      
                                                      1,334,879
                                                      
                                                      
                                                      
                                                      1,719,743Repairs
      and maintenance
                                                      
                                                      
                                                      370,487
                                                      
                                                      
                                                      
                                                      405,140Insurance
                                                      
                                                      
                                                      174,761
                                                      
                                                      
                                                      
                                                      239,043Depreciation
      and amortization
                                                      
                                                      
                                                      2,214,211
                                                      
                                                      
                                                      
                                                      1,398,454Other
                                                      
                                                      
                                                      3,316,031
                                                      
                                                      
                                                      
                                                      1,890,100Total
      cost of sales
                                                      
                                                      
                                                      17,198,334
                                                      
                                                      
                                                      
                                                      15,724,144Gross
      profit
                                                      
                                                      
                                                      9,249,843
                                                      
                                                      
                                                      
                                                      20,918,031Operating
      expenses:Selling
      and marketing
                                                      
                                                      
                                                      3,115,883
                                                      
                                                      
                                                      
                                                      3,722,470Depreciation
      and amortization
                                                      
                                                      
                                                      1,973,997
                                                      
                                                      
                                                      
                                                      1,939,502Bad
      debt expense
                                                      
                                                      
                                                      2,393,685
                                                      
                                                      
                                                      
                                                      58,293Salaries
      and wages
                                                      
                                                      
                                                      3,443,390
                                                      
                                                      
                                                      
                                                      3,703,836Professional
      services, including non-cash compensation
                                                      
                                                      
                                                      1,215,939
                                                      
                                                      
                                                      
                                                      837,598General
      and adminstrative
                                                      
                                                      
                                                      3,590,118
                                                      
                                                      
                                                      
                                                      3,447,113Total
      operating expenses
                                                      
                                                      
                                                      15,733,012
                                                      
                                                      
                                                      
                                                      13,708,812Income/
      (loss) from operations
                                                      
                                                      
                                                      (6,483,169
                                                      )
                                                      
                                                      
                                                      7,209,219Other
      income and (expenses):Loss
      on sale of assets
                                                      
                                                      
                                                      (404,820
                                                      )
                                                      
                                                      
                                                      (35,484
                                                      )Beneficial
      conversion feature
                                                      
                                                      
                                                      (40,277
                                                      )
                                                      
                                                      
                                                      -Loss
      on extinguishment of debt
                                                      
                                                      
                                                      (1,000,000
                                                      )
                                                      
                                                      
                                                      -Interest
      expense
                                                      
                                                      
                                                      (1,294,293
                                                      )
                                                      
                                                      
                                                      (626,708
                                                      )Interest
      income
                                                      
                                                      
                                                      291,030
                                                      
                                                      
                                                      
                                                      195,103Gain
      on sale of subsidiary shares
                                                      
                                                      
                                                      351,522
                                                      
                                                      
                                                      
                                                      1,240,808Gain
      on foreign currency exchange rates
                                                      
                                                      
                                                      2,371,487
                                                      
                                                      
                                                      
                                                      2,020,839Other
      income and (expenses)
                                                      
                                                      
                                                      68,747
                                                      
                                                      
                                                      
                                                      148,544Total
      other income (expenses)
                                                      
                                                      
                                                      343,396
                                                      
                                                      
                                                      
                                                      2,943,102Net
      income (loss) before minority interest in subsidiary
                                                      
                                                      
                                                      (6,139,773
                                                      )
                                                      
                                                      
                                                      10,152,321Minority
      interest in subsidiary
                                                      
                                                      
                                                      (1,816,143
                                                      )
                                                      
                                                      
                                                      (5,038,115
                                                      )Income
      taxes
                                                      
                                                      
                                                      (91,132
                                                      )
                                                      
                                                      
                                                      (121,982
                                                      )Net
      income (loss)
                                                      
                                                      
                                                      (8,047,048
                                                      )
                                                      
                                                      
                                                      4,992,224Dividend
      required for preferred stockholders
                                                      
                                                      
                                                      (134,400
                                                      )
                                                      
                                                      
                                                      (178,541
                                                      )Net
      income (loss) applicable to common shareholders
                                                      
                                                      
                                                      (8,181,448
                                                      )
                                                      
                                                      
                                                      4,813,683Other
      comprehensive loss:Translation
      adjustment
                                                      
                                                      
                                                      (4,151,474
                                                      )
                                                      
                                                      
                                                      (2,394,994
                                                      )Comprehensive
      income (loss)
                                                      
                                                      $
                                                      (12,332,922
                                                      )
                                                      
                                                      $
                                                      2,418,689Net
      income (loss) per share:Basic
                                                      
                                                      $
                                                      (0.30
                                                      )
                                                      
                                                      $
                                                      0.20Diluted
                                                      
                                                      $
                                                      (0.30
                                                      )
                                                      
                                                      $
                                                      0.19Weighted
      average number of shares outstandingBasic
                                                      
                                                      
                                                      26,937,500
                                                      
                                                      
                                                      
                                                      24,118,538Diluted
                                                      
                                                      
                                                      26,937,500
                                                      
                                                      
                                                      
                                                      25,997,049




See
accompanying notes to these consolidated financial statements.


F-4


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


For the
Years Ended June 30, 2009 and 2008


OtherStock
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  Compre-Additional
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  Sub-
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  hensive
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  TotalPreferredStock
                                                                                  
                                                                                  
                                                                                  CommonStock
                                                                                  
                                                                                  
                                                                                  Paid-in
                                                                                  
                                                                                  
                                                                                  Treasury
                                                                                  
                                                                                  
                                                                                  scriptions
                                                                                  
                                                                                  
                                                                                  Shares to
                                                                                  
                                                                                  
                                                                                  Income/
                                                                                  
                                                                                  
                                                                                  Accumulated
                                                                                  
                                                                                  
                                                                                  Stockholders'Shares
                                                                                  
                                                                                  
                                                                                  Amount
                                                                                  
                                                                                  
                                                                                  Shares
                                                                                  
                                                                                  
                                                                                  Amount
                                                                                  
                                                                                  
                                                                                  Capital
                                                                                  
                                                                                  
                                                                                  Shares
                                                                                  
                                                                                  
                                                                                  Receivable
                                                                                  
                                                                                  
                                                                                  beIssued
                                                                                  
                                                                                  
                                                                                  (Loss)
                                                                                  
                                                                                  
                                                                                  Deficit
                                                                                  
                                                                                  
                                                                                  EquityBalance atJune 30, 2007 -restated
                                                                                  
                                                                                  
                                                                                  4,130
                                                                                  
                                                                                  
                                                                                  $
                                                                                  4,130,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  20,556,553
                                                                                  
                                                                                  
                                                                                  $
                                                                                  20,556
                                                                                  
                                                                                  
                                                                                  $
                                                                                  66,642,730
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (10,194
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (1,001,407
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  1,329,612
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (352,929
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (37,885,385
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  32,872,983Excercise
      of commonstock
      options
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  849,938
                                                                                  
                                                                                  
                                                                                  
                                                                                  850
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,477,079
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  80,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  36,600
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,595,029Excercise
      of commonstock
      warrants
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,087,359
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,087
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,753,460
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,754,547Common
      stock issued for:Cash
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,515,152
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,516
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,498,484
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  250,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,250,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,500,000Services
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  57,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  58
                                                                                  
                                                                                  
                                                                                  
                                                                                  126,268
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  41,600
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  167,926Conversion
      ofpreferred
      stock
                                                                                  
                                                                                  
                                                                                  (2,210
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (2,210,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  1,339,392
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,339
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,208,661
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Payment
      of dividendon
      preferred stock
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  114,588
                                                                                  
                                                                                  
                                                                                  
                                                                                  114
                                                                                  
                                                                                  
                                                                                  
                                                                                  222,559
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  222,673Common
      stock issuedin
      exhange for:Purchase
      of 100%Omni
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  25,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  25
                                                                                  
                                                                                  
                                                                                  
                                                                                  76,725
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  76,750Purchase
      ofMcCue
      Systems
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  890,437
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  890,437Purchase
      ofTreasury
      Shares
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (25,487
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (25,487
                                                                                  )Fair
      market valueof
      options issued
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  24,320
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  24,320Finance
      costsof
      capital raised
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (10,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (10,000
                                                                                  )Write-off
      ofsubscription
      rec
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (70,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  70,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Foreign
      currencytranslation
      adjusts - restated
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (2,394,994
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (2,394,994
                                                                                  )Net
      income for the year -restated
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  4,813,683
                                                                                  
                                                                                  
                                                                                  
                                                                                  4,813,683Balance
      atJune 30, 2008 - restated
                                                                                  
                                                                                  
                                                                                  1,920
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1,920,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  25,545,482
                                                                                  
                                                                                  
                                                                                  $
                                                                                  25,545
                                                                                  
                                                                                  
                                                                                  $
                                                                                  74,950,286
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (35,681
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (600,907
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  1,048,249
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (2,747,924
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (33,071,702
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  41,487,866


Continued





See
accompanying notes to these consolidated financial
statements.


F-5


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY - Continued





OtherStock
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Compre-Additional
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Sub-
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        hensive
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        TotalPreferredStock
                                                        
                                                        
                                                        CommonStock
                                                        
                                                        
                                                        Paid-in
                                                        
                                                        
                                                        Treasury
                                                        
                                                        
                                                        scriptions
                                                        
                                                        
                                                        Shares to
                                                        
                                                        
                                                        Income/
                                                        
                                                        
                                                        Accumulated
                                                        
                                                        
                                                        Stockholders'Shares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Shares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        Shares
                                                        
                                                        
                                                        Receivable
                                                        
                                                        
                                                        beIssued
                                                        
                                                        
                                                        (Loss)
                                                        
                                                        
                                                        Deficit
                                                        
                                                        
                                                        EquityBalance
      atJune 30, 2008 -restated
                                                        
                                                        
                                                        1,920
                                                        
                                                        
                                                        $
                                                        1,920,000
                                                        
                                                        
                                                        
                                                        25,545,482
                                                        
                                                        
                                                        $
                                                        25,545
                                                        
                                                        
                                                        $
                                                        74,950,286
                                                        
                                                        
                                                        $
                                                        (35,681
                                                        )
                                                        
                                                        $
                                                        (600,907
                                                        )
                                                        
                                                        $
                                                        1,048,249
                                                        
                                                        
                                                        $
                                                        (2,747,924
                                                        )
                                                        
                                                        $
                                                        (33,071,702
                                                        )
                                                        
                                                        $
                                                        41,487,866Excercise
      of commonstock
      options
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        594,008
                                                        
                                                        
                                                        
                                                        594
                                                        
                                                        
                                                        
                                                        629,899
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (181,747
                                                        )
                                                        
                                                        
                                                        15,759
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        464,505Excercise
      of commonstock
      warrants
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        51,515
                                                        
                                                        
                                                        
                                                        52
                                                        
                                                        
                                                        
                                                        99,372
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        99,424Common
      stock issued for:Cash
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        2,965,000
                                                        
                                                        
                                                        
                                                        2,965
                                                        
                                                        
                                                        
                                                        699,840
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (59,965
                                                        )
                                                        
                                                        
                                                        69,930
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        712,770Services
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        522,500
                                                        
                                                        
                                                        
                                                        523
                                                        
                                                        
                                                        
                                                        393,143
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (46,849
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        346,817Conversion
      ofpreferred
      stock
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -Payment
      of dividendon
      preferred stock
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        32,324
                                                        
                                                        
                                                        
                                                        32
                                                        
                                                        
                                                        
                                                        67,352
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        67,384Common
      stock issuedin
      exhange for:Purchase
      ofMcCue
      Systems
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        336,158
                                                        
                                                        
                                                        
                                                        336
                                                        
                                                        
                                                        
                                                        866,388
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (866,724
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -Purchase
      ofTreasury
      Shares
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (360,328
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (360,328
                                                        )Fair
      market valueof
      options issued
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        261,472
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        261,472Finance
      costsof
      capital raised
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        230,769
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        230,769Foreign
      currencytranslation
      adjusts
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (4,151,474
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (4,151,474
                                                        )Net
      income for the year
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (8,181,448
                                                        )
                                                        
                                                        
                                                        (8,181,448
                                                        )Balance
      atJune 30, 2009
                                                        
                                                        
                                                        1,920
                                                        
                                                        
                                                        $
                                                        1,920,000
                                                        
                                                        
                                                        
                                                        30,046,987
                                                        
                                                        
                                                        $
                                                        30,047
                                                        
                                                        
                                                        $
                                                        78,198,523
                                                        
                                                        
                                                        $
                                                        (396,008
                                                        )
                                                        
                                                        $
                                                        (842,619
                                                        )
                                                        
                                                        $
                                                        220,365
                                                        
                                                        
                                                        $
                                                        (6,899,399
                                                        )
                                                        
                                                        $
                                                        (41,253,152
                                                        )
                                                        
                                                        $
                                                        30,977,759





See
accompanying notes to these consolidated financial
statements.


F-6


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For the
Years Ended June 30, 2009 and 2008


2009
                                              
                                              
                                              2008RestatedCash
      flows from operating activities:Net
      income (loss)
                                              
                                              $
                                              (8,047,048
                                              )
                                              
                                              $
                                              4,992,224Adjustments
      to reconcile net income (loss)to
      net cash provided by (used in) operating activities:Depreciation
      and amortization
                                              
                                              
                                              4,188,208
                                              
                                              
                                              
                                              3,337,956Bad
      debt expense
                                              
                                              
                                              2,393,685
                                              
                                              
                                              
                                              58,293Loss
      on sale of assets
                                              
                                              
                                              404,820
                                              
                                              
                                              
                                              35,484Gain
      on sale of subsidiary shares in Pakistan
                                              
                                              
                                              (351,522
                                              )
                                              
                                              
                                              (1,240,808
                                              )Minority
      interest in subsidiary
                                              
                                              
                                              1,816,143
                                              
                                              
                                              
                                              5,038,115Stock
      issued for services
                                              
                                              
                                              346,817
                                              
                                              
                                              
                                              167,926Fair
      market value of warrants and stock options granted
                                              
                                              
                                              261,472
                                              
                                              
                                              
                                              24,320Beneficial
      conversion feature
                                              
                                              
                                              40,277
                                              
                                              
                                              
                                              -Changes
      in operating assets and liabilities:Increase
      in accounts receivable
                                              
                                              
                                              (4,679,496
                                              )
                                              
                                              
                                              (4,123,995
                                              )Decrease
      in other current assets
                                              
                                              
                                              3,740,567
                                              
                                              
                                              
                                              (4,980,504
                                              )Decrease
      in long-term assets
                                              
                                              
                                              43,889
                                              
                                              
                                              
                                              229,622Increase
      in accounts payable and accrued expenses
                                              
                                              
                                              1,073,775
                                              
                                              
                                              
                                              233,408Net
      cash provided by/(used in) operating activities
                                              
                                              
                                              1,231,588
                                              
                                              
                                              
                                              3,772,041Cash
      flows from investing activities:Purchases
      of property and equipment
                                              
                                              
                                              (2,093,618
                                              )
                                              
                                              
                                              (4,435,755
                                              )Sales
      of property and equipment
                                              
                                              
                                              65,096
                                              
                                              
                                              
                                              15,838Payments
      of acquisition payable
                                              
                                              
                                              (742,989
                                              )
                                              
                                              
                                              (879,007
                                              )Increase
      in intangible assets
                                              
                                              
                                              (6,662,774
                                              )
                                              
                                              
                                              (4,829,369
                                              )Net
      cash used in investing activities
                                              
                                              
                                              (9,434,284
                                              )
                                              
                                              
                                              (10,128,293
                                              )Cash
      flows from financing activities:Proceeds
      from sale of common stock
                                              
                                              
                                              712,770
                                              
                                              
                                              
                                              1,500,000Proceeds
      from the exercise of stock options and warrants
                                              
                                              
                                              563,929
                                              
                                              
                                              
                                              3,282,827Purchase
      of subsidary stock in Pakistan
                                              
                                              
                                              (281,347
                                              )
                                              
                                              
                                              -Proceeds
      from sale of subsidiary stock
                                              
                                              
                                              558,535
                                              
                                              
                                              
                                              1,765,615Finance
      costs incurred for sale of common stock
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (10,000
                                              )Purchase
      of treasury stock
                                              
                                              
                                              (360,328
                                              )
                                              
                                              
                                              (25,486
                                              )Restricted
      cash
                                              
                                              
                                              (5,000,000
                                              )
                                              
                                              
                                              -Proceeds
      from convertible notes payable
                                              
                                              
                                              6,000,000
                                              
                                              
                                              
                                              -Dividend
      Paid to Preferred Shareholders
                                              
                                              
                                              (33,508
                                              )
                                              
                                              
                                              -Bank
      overdraft
                                              
                                              
                                              159,551
                                              
                                              
                                              
                                              85,335Proceeds
      from bank loans
                                              
                                              
                                              3,843,541
                                              
                                              
                                              
                                              5,441,870Payments
      on bank loans
                                              
                                              
                                              947,870
                                              
                                              
                                              
                                              (99,936
                                              )Payments
      on capital lease obligations & loans - net
                                              
                                              
                                              (539,497
                                              )
                                              
                                              
                                              (3,409,496
                                              )Net
      cash provided by financing activities
                                              
                                              
                                              6,571,516
                                              
                                              
                                              
                                              8,530,729Effect
      of exchange rate changes in cash
                                              
                                              
                                              (240,296
                                              )
                                              
                                              
                                              90,597Net
      increase in cash and cash equivalents
                                              
                                              
                                              (1,871,476
                                              )
                                              
                                              
                                              2,265,074Cash
      and cash equivalents, beginning of year
                                              
                                              
                                              6,275,238
                                              
                                              
                                              
                                              4,010,164Cash
      and cash equivalents, end of year
                                              
                                              $
                                              4,403,762
                                              
                                              
                                              $
                                              6,275,238




See
accompanying notes to these consolidated financial statements.


F-7


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For the
Years Ended June 30, 2009 and 2008
 Continued





2009
                
                
                2008SUPPLEMENTAL
      DISCLOSURES:Cash
      paid during the period for:Interest
                
                $
                1,243,878
                
                
                $
                559,156Taxes
                
                $
                12,819
                
                
                $
                118,535NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Common
      stock issued for acquisition of 100% of subsidiary
                
                $
                866,724
                
                
                $
                76,750Common
      stock issued for dividend payable
                
                $
                67,384
                
                
                $
                222,673Bonus
      stock distribution issued by subsidiary to minority
holders
                
                $
                615,549
                
                
                $
                1,160,994Stock
      issued for the conversion of Preferred Stock
                
                $
                -
                
                
                $
                2,210,000Beneficial
      Conversion Feature on convertible notes
                
                $
                230,769
                
                
                $
                -


See
accompanying notes to these consolidated financial
statements.


F-8


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
1 - BUSINESS AND CONTINUED OPERATIONS





NetSol
Technologies, Inc. and subsidiaries (the “Company”), formerly known as NetSol
International, Inc. and Mirage Holdings, Inc., was incorporated under the laws
of the State of Nevada on March 18, 1997.  During November of 1998,
Mirage Collections, Inc., a wholly owned and non-operating subsidiary, was
dissolved.




In March
2000, the Company formed NetSol (Pvt), Limited as a wholly owned
subsidiary.  The subsidiary was merged into the Company’s subsidiary,
NetSol Technologies Limited (“NetSol PK”) in April 2006.





Business
Combinations Accounted for Under the Purchase Method:





NetSol Technologies Europe
Limited (“NTE”) (formerly CQ Systems)





On
January 19, 2005, the Company entered into an agreement to acquire 100% of the
issued and outstanding shares of common stock of CQ Systems Ltd., a company
organized under the laws of England and Wales.  The acquisition closed
on February 22, 2005.  The initial purchase price was £3,576,335 or
$6,730,382, of which one-half was due at closing payable in cash and stock and
the other half was due when the audited March 31, 2006 financial statements were
completed.  On the closing date, $1.7 million was paid and 681,965
shares were issued to the shareholders of CQ, valued at $1,676,795 at an average
share price of $2.46 was recorded.  In addition, the agreement called
for the accumulated retained earnings amounting to £423,711 or $801,915 of CQ
Systems as of the closing date to be paid to the shareholders in cash and
stock.  In April 2005, the additional cash of £350,000 or $662,410 was
paid and 77,503 shares of the Company’s common stock valued at $139,505 were
issued.  The total amount paid at closing was $4,178,710. In June
2006, the final installment for the purchase of CQ Systems was determined based
on the audited revenues for the twelve month period ending March 31,
2006.  Based on the earn-out formula in the purchase agreement,
£2,087,071 or $3,785,210 was due in cash and stock.  On June 12, 2006,
884,535 shares of the Company’s restricted common stock were issued to the
shareholders of CQ Systems.  In July 2006, the cash portion of
$1,936,530 plus $31,810 of interest was paid to the shareholders.





During
the year ended June 30, 2008, the name of the subsidiary was changed to NetSol
Technologies Europe Limited.





NetSol Technologies North
America (“NTNA”) (formerly McCue Systems)




On May 6,
2006, the Company entered into an agreement to acquire 100% of the issued and
outstanding stock of McCue Systems, Inc. (“McCue”), a California
corporation.  The acquisition closed on June 30, 2006.  The
initial purchase price was estimated at $8,471,455 of which one-half was due at
closing payable in cash and stock.  The other half is due in two
installments over the next two years based on the revenue after the audited
December 31, 2006 and 2007 financial statements are completed.  On the
closing date, $2,117,864 payable and 958,213 shares to be issued valued at
$1,628,979 were recorded.  The cash was paid on July 5, 2006 and the
shares were also issued in July 2006.  The total amount paid at
closing was $3,746,843.  In June 2007, the second installment due was
determined based on the audited revenues for the twelve month period ending
December 31, 2006.  Based on the earn-out formula in the purchase
agreement, $1,807,910 was due in cash and stock.  On June 27, 2006
397,700 shares of the Company’s restricted common stock were issued to the
shareholders of McCue Systems.  In July and August 2006, $450,000 and
$429,007, respectively, of the cash portion was paid to the
shareholders.  In June 2007, the second installment on the acquisition
consisting of $903,955 in cash and 408,988 shares of the Company’s restricted
common stock became due and was recorded.  In July and August, 2007,
$879,007 of the cash was paid.  In June 2008, the third and final
installment was determined based on the audited revenues for the twelve month
period ending December 31, 2007.  Based on the earn-out formula in the
purchase agreement, $1,525,632 was due, consisting of $762,816 in cash and
345,131 shares of the Company’s restricted common stock.  The cash
portion is shown as “Other Payable – Acquisition” and the stock portion is shown
in “Shares to be issued” on these consolidated financial statements. The balance
at June 30, 2009 was $103,226. This amount represents the few remaining McCue
shareholders that have not been located as of the date of this
report.


F-9


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS




During
the year ended June 30, 2008 the name of the subsidiary was changed to NetSol
Technologies North America, Inc.




Business
Combinations Accounted for Under the Pooling of Interest Method:





Abraxas Australia Pty,
Limited





On
January 3, 2000, the Company issued 30,000 Rule 144 restricted common shares in
exchange for 100% of the outstanding capital stock of Abraxas Australia Pty,
Limited, an Australian Company.  This business combination was
accounted for using the pooling of interest method of accounting under APB
Opinion No. 16.





Formation
of Subsidiary:





During
the period ended December 31, 2002, the Company formed a subsidiary in the UK,
NetSol Technologies Ltd., as a wholly-owned subsidiary of NetSol Technologies,
Inc.  This entity serves as the main marketing and delivery arm for
services and products sold and delivered in the UK and mainland
Europe.





NetSol-Innovation (formerly
TiG-Netsol)





In
January 2005, the Company formed TiG-NetSol (Pvt) Limited (“TiG-Netsol”) as a
joint venture with a UK based public company TIG Plc., with 50.1% ownership by
NetSol Technologies, Inc. and 49.9% ownership by TiG.  TiG-NetSol was
incorporated in Pakistan on January 12, 2005 under the Companies Ordinance, 1984
as a private company limited by shares. The business of TiG-Netsol is export of
computer software and its related services developed in Pakistan.





During
the year ended June 30, 2008, the name of the joint venture was changed to
NetSol-Innovation (Private) Limited.





NetSol
Omni





In
February 2006, the Company purchased 50.1% of the outstanding shares for
$60,012  in Talk Trainers (Private) Limited, (“Talk Trainers”), a
Pakistan corporation which provides educational services, professional courses,
training and Human Resource services to the corporate sector.  The
major stockholder of Talk Trainers was Mr. Ayub Ghauri, brother to the executive
officers of the Company, and therefore the acquisition was recorded at
historical cost as the entities are under common control.  As the
effects of this transaction are immaterial to the Company overall, no pro forma
information is provided.  During the quarter ended June 30, 2006, Talk
Trainers changed its name to NetSol Omni (Private) Limited
(“Omni”).





In
December 2007, the Company entered into an agreement with the minority
shareholders of Omni, whereby the Company purchased the remaining 49.9% of Omni
for 25,000 shares of the Company’s common stock valued at
$76,750.  Also in December, the operations of the subsidiary were
merged into the operations of NetSol PK and will be reported under that
subsidiary in the future.


F-10


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Merger
of Subsidiaries





In
December 2007, the Companies wholly-owned subsidiary Omni was merged into NetSol
PK both located in Lahore, Pakistan.  As the subsidiaries were under
common control, the assets and liabilities of Omni were recorded at historically
values at the time of the merger.  The consolidated financial
statements reflect the income and expenses of Omni for the fiscal year up to the
date of the merger.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Principles
of Consolidation:




The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, NetSol Technologies North America,
Inc. (“NTNA”), NetSol Technologies Limited (“NetSol UK”), NetSol-Abraxas
Australia Pty Ltd. (“Abraxas”), NetSol Technologies Europe Limited (“NTE”), and
its majority-owned subsidiaries, NetSol Technologies, Ltd.(“NetSol PK”), NetSol
Connect (Pvt), Ltd. (“Connect”), TIG-NetSol (Pvt) Limited (“NetSol-TIG”), and
NetSol Omni (Private) Limited (“Omni”).  All material inter-company
accounts have been eliminated in the consolidation.




Business
Activity:




The
Company designs, develops, markets, and exports proprietary software products to
customers in the automobile finance and leasing, banking, healthcare, and
financial services industries worldwide. The Company also provides system
integration, consulting, IT products and services in exchange for fees from
customers.




Use
of Estimates:





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.





Cash
and Cash Equivalents:





Equivalents





For
purposes of the statement of cash flows, cash equivalents include all highly
liquid debt instruments with original maturities of three months or less which
are not securing any corporate obligations.





Concentration





The
Company maintains its cash in bank deposit accounts, which, at times, may exceed
federally insured limits. The Company has not experienced any losses in such
accounts.





Accounts
Receivable:





The
Company’s customer base consists of a geographically dispersed customer base.
The Company maintains reserves for potential credit losses on accounts
receivable.  Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves.  Reserves are recorded
primarily on a specific identification basis.


F-11


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Revenues
in excess of billings:





“Revenues
in excess of billings” represent the total of the project to be billed to the
customer over the revenues recognized under the percentage of completion
method.  As the customer is billed under the terms of their contract,
the corresponding amount is transferred from this account to “Accounts
Receivable.”





Property
and Equipment:





Property
and equipment are stated at cost.  Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized.  When property and equipment are retired or otherwise
disposed of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in
operations.  Depreciation is computed using various methods over the
estimated useful lives of the assets, ranging from three to seven
years.





The
Company accounts for the costs of computer software developed or obtained for
internal use in accordance with Statement of Position 98-1, “Accounting for
the Costs of Computer Software Developed or Obtained for Internal
Use.”  The Company capitalizes costs of materials, consultants, and
payroll and payroll-related costs for employees incurred in developing
internal-use computer software.  These costs are included with
“Computer equipment and software.”  Costs incurred during the
preliminary project and post-implementation stages are charged to general and
administrative expense.





Intangible
Assets:





Intangible
assets consist of product licenses, renewals, enhancements, copyrights,
trademarks, trade names, customer lists and goodwill.  The Company
evaluates intangible assets, goodwill and other long-lived assets for
impairment, at least on an annual basis and whenever events or changes in
circumstances indicate that the carrying value may not be recoverable from its
estimated future cash flows.





As part
of intangible assets, the Company capitalizes certain computer software
development costs in accordance with SFAS No. 86, “Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed.”  Costs
incurred internally to create a computer software product or to develop an
enhancement to an existing product are charged to expense when incurred as
research and development expense until technological feasibility for the
respective product is established.  Thereafter, all software
development costs are capitalized and reported at the lower of unamortized cost
or net realizable value.  Capitalization ceases when the product or
enhancement is available for general release to customers.





The
Company makes on-going evaluations of the recoverability of its capitalized
software projects by comparing the amount capitalized for each product to the
estimated net realizable value of the product.  If such evaluations
indicate that the unamortized software development costs exceed the net
realizable value, the Company writes off the amount which the unamortized
software development costs exceed net realizable value.  Capitalized
and purchased computer software development costs are being amortized ratably
based on the projected revenue associated with the related software or on a
straight-line basis over three years, whichever method results in a higher level
of amortization.





Statement
of Cash Flows:





In
accordance with Statement of Financial Accounting Standards No. 95, "Statement
of Cash Flows," cash flows from the Company's operations are calculated based
upon the local currencies.  As a result, amounts related to assets and
liabilities reported on the statement of cash flows will not necessarily agree
with changes in the corresponding balances on the balance
sheet.


F-12





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Revenue
Recognition:





The
Company recognizes its revenue in accordance with the Securities and Exchange
Commissions (“SEC”) Staff Accounting Bulletin No. 104, “Revenue
Recognition” (“SAB 104”) and The American Institute of Certified Public
Accountants (“AICPA”) Statement of Position (“SOP”) 97-2, “Software Revenue
Recognition,” as amended by SOP 98-4 and SOP 98-9, SOP 81-1, “Accounting for
Performance of Construction-Type and Certain Production-Type Contracts,” and
Accounting Research Bulletin 45 (ARB 45) “Long-Term Construction Type
Contracts.”  The Company’s revenue recognition policy is as
follows:





License
Revenue:The Company recognizes
revenue from license contracts without major customization when a
non-cancelable, non-contingent license agreement has been signed, delivery of
the software has occurred, the fee is fixed or determinable, and collectibilty
is probable.  Revenue from the sale of licenses with major
customization, modification, and development is recognized on a percentage of
completion method, in conformity with ARB 45 and SOP 81-1.  Revenue
from the implementation of software is recognized on a percentage of completion
method, in conformity with Accounting Research Bulletin (“ARB”) No. 45 and SOP
81-1.  Any revenues from software arrangements with multiple elements
are allocated to each element of the arrangement based on the relative fair
values using specific objective evidence as defined in the
SOPs.  An
input measure of “Unit of Work Completed” is used to determine the percentage of
completion which measures the results achieved at a specific date. Units
completed are certified by the Project Manager and EVP IT/
Operations.





Services
Revenue:  Revenue from consulting services is recognized as the
services are performed for time-and-materials contracts.  Revenue from
training and development services is recognized as the services are
performed.  Revenue from maintenance agreements is recognized ratably
over the term of the maintenance agreement, which in most instances is one
year.





Unearned
Revenue:  Unearned Revenue is broken down into three main
categories; a) annual maintenance contracts whereby the annual fee is collected
at the beginning of the service period and recognized on a pro-rata basis over
the life of the contract, b) service revenue connected to those contracts which
the implementation and development segments are recognized on the percentage of
completed method; and c) customized development projects for existing customers
to modify their version of the product to better meet their individual needs
which are recognized on the percentage of
completion  method.  Unearned revenue was $3,473,228 and
$3,293,728 as of June 30, 2009 and June 30, 2008 respectively.





Fair
Value:





Unless
otherwise indicated, the fair values of all reported assets and liabilities,
which represent financial instruments, none of which are held for trading
purposes, approximate carrying values of such amounts.





Advertising
Costs:





The
Company expenses the cost of advertising as incurred. Advertising costs for the
years ended June 30, 2009 and 2008 were $420,846 and $781,709
respectively.




Earnings/(Loss) Per
Share:




“Earnings
per share” is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), “Earnings per
share”.  Basic net income per share is based upon the weighted average
number of common shares outstanding. Diluted net income per share is based on
the assumption that all dilutive convertible shares and stock options were
converted or exercised.  Dilution is computed by applying the treasury
stock method.  Under this method, options and warrants are assumed to
be exercised at the beginning of the period (or at the time of issuance, if
later), and as if funds obtained thereby were used to purchase common stock at
the average market price during the period.


F-13


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
following is a reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations:





FortheyearendedJune30,2009
                            
                            NetLoss
                            
                            
                            Shares
                            
                            
                            PerShareBasic
      earnings per share:
                            
                            $
                            (8,181,448
                            )
                            
                            
                            26,937,500
                            
                            
                            $
                            (0.30
                            )Dividend
      to preferred shareholders
                            
                            
                            134,400Net
      income available to common shareholdersEffect
      of dilutive securities *Stock
      options
                            
                            
                            
                            
                            
                            
                            -Warrants
                            
                            
                            
                            
                            
                            
                            -Convertible
      Preferred Shares
                            
                            
                            
                            
                            
                            
                            -Diluted
      earnings per share
                            
                            $
                            (8,047,048
                            )
                            
                            
                            26,937,500
                            
                            
                            $
                            (0.30
                            )





* As
there is a loss, these securities are anti-dilutive.  The basic and
diluted earnings per share is the same for the year ended June 30,
2009





FortheyearendedJune30,2008
                          
                          NetIncome
                          
                          
                          Shares
                          
                          
                          PerShareBasic
      earnings per share:
                          
                          $
                          4,813,683
                          
                          
                          
                          24,118,538
                          
                          
                          $
                          0.20Dividend
      to preferred shareholders
                          
                          
                          178,541Net
      income available to common shareholdersEffect
      of dilutive securities
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (0.01
                          )Stock
      options
                          
                          
                          
                          
                          
                          
                          950,910Warrants
                          
                          
                          
                          
                          
                          
                          559,160Convertible
      Preferred Shares
                          
                          
                          
                          
                          
                          
                          368,441Diluted
      earnings per share
                          
                          $
                          4,992,224
                          
                          
                          
                          25,997,049
                          
                          
                          $
                          0.19





Other
Comprehensive Income & Foreign Currency Translation:





SFAS 130
requires unrealized gains and losses on the Company’s available for sale
securities, currency translation adjustments, and minimum pension liability,
which prior to adoption were reported separately in stockholders’ equity, to be
included in other comprehensive income.  The accounts of NetSol UK and
NTE use the British Pound; NetSol PK, Connect, Omni, and NetSol-TiG use Pakistan
Rupees; and Abraxas uses the Australian dollar as the functional
currencies.  NetSol Technologies, Inc., and subsidiary, NTNA, use the
U.S. dollar as the functional currency.  Assets and liabilities are
translated at the exchange rate on the balance sheet date, and operating results
are translated at the average exchange rate throughout the period.During the years ended
June 30, 2009 and 2008, comprehensive income included net translation loss of
$4,151,474 and $2,394,994 respectively.  Other comprehensive loss, as
presented on the accompanying consolidated balance sheet in the stockholders’
equity section amounted to $6,899,397 and $2,747,924 as of June 30, 2009 and
2008 respectively.





Accounting
for Stock-Based Compensation:





The
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation, which applies the
fair-value method of accounting for stock-based compensation
plans.  In accordance with this standard, the Company accounts for
stock-based compensation in accordance with Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees.





In March
2000, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 44 (Interpretation 44), “Accounting for Certain Transactions Involving Stock
Compensation.”  Interpretation 44 provides criteria for the
recognition of compensation expense in certain stock-based compensation
arrangements that are accounted for under APB Opinion No. 25, Accounting for
Stock-Based Compensation.  Interpretation 44 became effective July 1,
2000, with certain provisions that were effective retroactively to December 15,
1998 and January 12, 2000.  Interpretation 44 did not have any
material impact on the Company’s financial statements.


F-14





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





In
December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an
Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R
requires companies to recognize in the statement of operations the grant- date
fair value of stock options and other equity-based compensation issued to
employees.  FAS No. 123R is effective beginning in the Company's first
quarter of fiscal year ended June 30, 2007.





INCOME
TAXES





The
Company is incorporated in the State of Nevada and registered to do business in
the State of California and has operations in primarily three tax jurisdictions
- the United Kingdom (“UK”), Pakistan and the United States (“US”).





Consolidated
pre-tax income consists of the following:




Years Ended June 302009
                  
                  
                  2008US
      operations
                  
                  
                  (7,980,279
                  )
                  
                  
                  (3,223,892
                  )Foreign
      operations
                  
                  
                  24,363
                  
                  
                  
                  8,338,098(7,955,916
                  )
                  
                  
                  5,114,206





The
Components of the provision for income taxes are as follows:





Years Ended June 302009
                  
                  
                  2008Current:Federal
                  
                  
                  -
                  
                  
                  
                  -Foreign
                  
                  
                  91,132
                  
                  
                  
                  121,982State
      and Local
                  
                  
                  -
                  
                  
                  
                  -Deferred:Federal
                  
                  
                  -
                  
                  
                  
                  -Foreign
                  
                  
                  -
                  
                  
                  
                  -State
      and Local
                  
                  
                  -
                  
                  
                  
                  -Provision
      for income taxes
                  
                  
                  91,132
                  
                  
                  
                  121,982




F-15


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





A
reconciliation of taxes computed at the statutory federal income tax rate to
income tax expense (benefit) is as follows:





Years Ended June 302009
                  
                  
                  
                  
                  
                  2008Income
      taxes (benefit)  at statutory rate
                  
                  
                  (2,705,011
                  )
                  
                  
                  34.0
                  %
                  
                  
                  1,738,830
                  
                  
                  
                  34.0
                  %State
      income taxes, net of federal tax benefit
                  
                  
                  (607,577
                  )
                  
                  
                  7.6
                  %
                  
                  
                  1,264,289
                  
                  
                  
                  24.7
                  %Foreign
      earnings taxed at different rates
                  
                  
                  82,849
                  
                  
                  
                  -1.0
                  %
                  
                  
                  (2,712,972
                  )
                  
                  
                  -53.0
                  %Change
      in valuation allowance for deferred tax assets
                  
                  
                  3,191,993
                  
                  
                  
                  -40.1
                  %
                  
                  
                  (265,588
                  )
                  
                  
                  -5.2
                  %Non-deductible
      expenses
                  
                  
                  111,780
                  
                  
                  
                  -1.4
                  %
                  
                  
                  4,137
                  
                  
                  
                  0.1
                  %Other,
      net
                  
                  
                  17,099
                  
                  
                  
                  -0.2
                  %
                  
                  
                  93,286
                  
                  
                  
                  1.8
                  %Provision
      for income taxes
                  
                  
                  91,132
                  
                  
                  
                  -1.1
                  %
                  
                  
                  121,982
                  
                  
                  
                  2.4
                  %





Deferred
income tax assets and liabilities consist of tax effects of temporary
differences related to the following:





June 302009
                      
                      
                      2008Deferred
      tax asset:Other
                      
                      
                      93,297
                      
                      
                      
                      119,977Intangible
      assets
                      
                      
                      (681,026
                      )
                      
                      
                      (1,293,677
                      )Net
      Operating loss carry forwards
                      
                      
                      11,052,609
                      
                      
                      
                      8,446,586Net
      deferred tax assets
                      
                      
                      10,464,880
                      
                      
                      
                      7,272,886Valuation
      allowance for deferred tax assets
                      
                      
                      (10,464,880
                      )
                      
                      
                      (7,272,886
                      )Net
      deferred tax assets/(liabilities)
                      
                      
                      -
                      
                      
                      
                      -





United States of
America





Under
SFAS 109, deferred tax assets may be recognized for temporary differences that
will result in deductible amounts in future periods and for loss carry
forwards.  A valuation allowance is recognized if, based on the weight
of available evidence, it is more likely than not that some portion or all of
the deferred tax asset will not be realized. The Company established a full
valuation allowance as management believes it is more likely than not that these
assets will not be realized in the future.  The valuation allowance
increased by $3,191,994 for the year ended June 30, 2009 mainly due to adjusting
the Company's net operating loss carry forwards for the current year operating
loss.




At June
30, 2009, federal and state net operating loss carry forwards were $26,769,990
and $10,489,211 respectively.  Federal net operating loss carry
forwards begin to expire in 2020, while state net operating loss carry forwards
begin to expire in 2015.  Due to both historical and recent changes in
the capitalization structure of the Company, the utilization of net operating
losses may be limited pursuant to section 382 of the Internal Revenue
Code.


F-16


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB 109. This
Interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The cumulative effect, if any, of
applying FIN 48 is to be reported as an adjustment to the opening balance of
retained earnings in the year of adoption. The impact of the Company’s
reassessment of its tax positions in accordance with FIN 48 did not have an
effect on the results of operations, financial condition or liquidity. As of
June 30, 2009, the Company does not have any unrecognized tax benefits related
to various federal and state income tax matters. The Company will recognize
accrued interest and penalties related to unrecognized tax benefits in income
tax expense.





The
Company is subject to U.S. federal income tax, as well as various state and
foreign jurisdictions. The Company is currently open to audit under the statute
of limitations by the federal and state jurisdictions for the years ending June
30, 2005 through 2008. The Company does not anticipate any material amount of
unrecognized tax benefits within the next 12 months.





The
cumulative amount of undistributed earnings of foreign subsidiaries that the
Company intends to permanently invest and upon which no deferred US income taxes
have been provided is $26,980,314 as of June 30, 2009.  The additional
US income tax on unremitted foreign earnings, if repatriated, would be offset in
part by foreign tax credits.  The extent of this offset would depend
on many factors, including the method of distribution, and specific earnings
distributed.





Pakistan





As of
June 30, 2009 the Company's Pakistan subsidiaries had net operating loss carry
forwards which can be carried forward six years to offset future taxable
income.  The deferred tax assets for the Pakistan subsidiaries at June
30, 2009 consists mainly of net operating loss carry forwards in which the
Company established a full valuation allowance as the management believes it is
more likely than not that these assets will not be realized in the
future.


2009
                              
                              
                              2008Net
      operating Loss carry forward
                              
                              
                              629,068
                              
                              
                              
                              1,137,985Total
      Deferred Tax Assets
                              
                              
                              220,174
                              
                              
                              
                              398,295Less
      : Valuation Allowance
                              
                              
                              (220,174
                              )
                              
                              
                              (398,295
                              )Net
      Deferred Tax Asset
                              
                              
                              -
                              
                              
                              
                              -





United
Kingdom





As of
June 30, 2009 the Company's UK subsidiaries had net operating loss carry
forwards which can be carried forward indefinitely to offset future taxable
income.  The deferred tax assets for the UK Subsidiaries at June 30,
2009 consists mainly of net operating loss carry forwards in which the Company
established a full valuation allowance as the management believes it is more
likely than not that these assets will not be realized in the
future.


2009
                          
                          
                          2008Net
      operating Loss carry forward
                          
                          
                          2,677,974
                          
                          
                          
                          172,687Total
      Deferred Tax Assets
                          
                          
                          803,392
                          
                          
                          
                          51,806Less
      : Valuation Allowance
                          
                          
                          (803,392
                          )
                          
                          
                          (51,806
                          )Net
      Deferred Tax Asset
                          
                          
                          -
                          
                          
                          
                          -




F-17




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Derivative
Instruments:





In June
1998, the Financial Accounting Standards Board issued SFAS No. 133, “Accounting
for Derivative Instruments and Hedging Activities.”  SFAS No. 133, as
amended by SFAS No. 137, is effective for fiscal years beginning after June 15,
2000.  SFAS No. 133 requires the Company to recognize all derivatives
as either assets or liabilities and measure those instruments at fair
value.  It further provides criteria for derivative instruments to be
designated as fair value, cash flow and foreign currency hedges and establishes
respective accounting standards for reporting changes in the fair value of the
derivative instruments.  After adoption, the Company is required to
adjust hedging instruments to fair value in the balance sheet and recognize the
offsetting gains or losses as adjustments to be reported in net income or other
comprehensive income, as appropriate.  The Company has complied with
the requirements of SFAS 133, the effect of which was not material to the
Company’s financial position or results of operations as the Company does not
participates in such activities.





Impairment
of Long-Lived Assets and Long-Lived Assets to be Disposed of:





Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.  144,  "Accounting  for  the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses
financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be  Disposed Of," and the accounting and reporting
provisions of APB Opinion No.
30,  "Reporting  the  Results  of  Operations  for  a
Disposal of a Segment of a Business."  The Company periodically
evaluates the carrying value of long-lived assets to be held and used in
accordance with SFAS 144.  SFAS 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts.  In
that  event,  a  loss  is  recognized  based
on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss
on long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.





For
goodwill not identifiable with an impaired asset, the Company establishes
benchmarks at the lowest level (entity level) as its method of assessing
impairment.  In measuring impairment, unidentifiable goodwill is
considered impaired if the fair value at the lowest level is less than its
carrying amount.  The fair value of unidentifiable goodwill is
determined by subtracting the fair value of the recognized net assets at the
lowest level (excluding goodwill) from the value at the lowest
level.  The amount of the impairment loss is equal to the difference
between the carrying amount of goodwill and the fair value of
goodwill.  In the event that impairment is recognized, appropriate
disclosures are made.





Goodwill
of a reporting unit is reviewed for impairment if events or changes in
circumstances indicate that the carrying amount of its goodwill or intangible
assets may not be recoverable. Impairment of reporting unit goodwill is
evaluated based on a comparison of the reporting unit’s carrying value to the
implied fair value of the reporting unit. Conditions that indicate that an
impairment of goodwill exists include a sustained decrease in the market value
of the reporting unit or an adverse change in business climate.





Reporting
segments:





Statement
of financial accounting standards No. 131, Disclosures about segments of an
enterprise and related information (SFAS No. 131), which superceded statement of
financial accounting standards No. 14, Financial reporting for segments of a
business enterprise, establishes standards for the way that public enterprises
report information about operating segments in annual financial statements and
requires reporting of selected information about operating segments in interim
financial statements regarding products and services, geographic areas and major
customers. SFAS No. 131 defines operating segments as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performances.  The Company
allocates its resources and assesses the performance of its sales activities
based upon geographic locations of its subsidiaries (see Note 15).




F-18




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





New
Accounting Pronouncements:




In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary.  It
clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. SFAS No. 160 is effective for the Company’s
fiscal year beginning July 1, 2009.  Management is currently
evaluating the effect of this pronouncement on its consolidated financial
statements.




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations.  This
Statement retains the fundamental requirements in Statement 141 that the
acquisition method of accounting (which Statement 141 called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination.  This Statement also
establishes principles and requirements for how the acquirer: a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquiree; b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase; and, c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination.  SFAS No. 141(R) will apply
prospectively to business combinations for which the acquisition date is on or
after Company’s fiscal year beginning July 1, 2009.  While the Company
has not yet evaluated this statement for the impact, if any, that SFAS No.
141(R) will have on its consolidated financial statements, the Company will be
required to expense costs related to any acquisitions after June 30,
2009.




In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entity’s liquidity by requiring
disclosure of derivative features that are credit risk–related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important. Based on current conditions, the Company does not expect
the adoption of SFAS 161 to have a significant impact on its results of
operations or financial position.





In May
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will impact its
financial statements.




In May
2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60”. The scope of the
statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.




F-19




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





EITF
Issue No. 07-5, “Determining Whether an Instrument (or embedded Feature) is
Indexed to an Entity’s Own Stock” (EITF 07-5) was issued in June 2008 to clarify
how to determine whether certain instruments or features were indexed to an
entity’s own stock under EITF Issue No. 01-6, “The Meaning of “Indexed to a
Company’s Own Stock” (EITF 01-6). EITF 07-5 applies to any freestanding
financial instrument (or embedded feature) that has all of the characteristics
of a derivative as defined in FAS 133, for purposes of determining whether that
instrument (or embedded feature) qualifies for the first part of the paragraph
11(a) scope exception. It is also applicable to any freestanding financial
instrument (e.g., gross physically settled warrants) that is potentially settled
in an entity's own stock, regardless of whether it has all of the
characteristics of a derivative as defined in FAS 133, for purposes of
determining whether to apply EITF 00-19. EITF 07-5 does not apply to share-based
payment awards within the scope of FAS 123(R), Share-Based Payment (FAS 123(R)).
However, an equity-linked financial instrument issued to investors to establish
a market-based measure of the fair value of employee stock options is not within
the scope of FAS 123(R) and therefore is subject to EITF 07-5.





The
guidance is applicable to existing instruments and is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Management is currently considering
the effect of this EITF on financial statements for the year beginning July 1,
2009.





On
January 12, 2009 FASB issued FSP EITF 99-20-01, “Amendment to the Impairment
Guidance of EITF Issue No. 99-20”. This FSP amends the impairment guidance in
EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to be Held
by a Transferor in Securitized Financial Assets,” to achieve more consistent
determination of whether an other-than-temporary impairment has occurred. The
FSP also retains and emphasizes the objective of an other-than-temporary
impairment assessment and the related disclosure requirements in FASB Statement
No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, and
other related guidance. The FSP is shall be effective for interim and annual
reporting periods ending after December 15, 2008, and shall be applied
prospectively.  Retrospective application to a prior interim or annual
reporting period is not permitted. The Company does not believe this
pronouncement will impact its financial statements.





Reclassifications:





For
comparative purposes, prior year’s consolidated financial statements have been
reclassified to conform with report classifications of the current
year.





NOTE
3 – MAJOR CUSTOMERS





During
fiscal year ended June 30, 2009, there were no customers who represented 10% or
more of the Company’s total revenue.





The
Company is a strategic business partner for Daimler Financial Services (which
consists of a group of many companies), which accounts for approximately 4% and
5% of revenue, Toyota Motors (which consists of a group of many companies)
accounts for approximately 5% and 3% of revenue, and Nissan (which consists of a
group of many companies) accounts for approximately 6% and 9% of revenue for the
fiscal year ended June 30, 2009 and 2008, respectively.  Accounts
receivable at June 30, 2009 for these companies was $911,024, $676,305 and
$2,237,078.




F-20




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
4 – RESTRICTED CASH





Company
has certificates of deposits (CDs) in various configurations and maturity dates
with Habib American Bank. The company used  these CDs as collateral to
secured line of credit for $5.0 million through June 30, 2009. Once we return
the used line of credit balances, the CDs will be restriction
free.  As of June 30, 2009 the balance was $5,000,000.





NOTE
5 – OTHER CURRENT ASSETS





Other
current assets consist of the following at June 30:




2009
                    
                    
                    2008Prepaid
      Expenses
                    
                    $
                    316,437
                    
                    
                    $
                    825,640Advance
      Income Tax
                    
                    
                    262,703
                    
                    
                    
                    356,843Employee
      Advances
                    
                    
                    18,698
                    
                    
                    
                    133,954Security
      Deposits
                    
                    
                    173,095
                    
                    
                    
                    244,409Advance
      Rent
                    
                    
                    261,993
                    
                    
                    
                    211,828Tender
      Money Receivable
                    
                    
                    294,211
                    
                    
                    
                    293,943Other
      Receivables
                    
                    
                    527,959
                    
                    
                    
                    335,493Other
      Assets
                    
                    
                    452,150
                    
                    
                    
                    4,297Total
                    
                    $
                    2,307,246
                    
                    
                    $
                    2,406,407





NOTE
6 - PROPERTY AND EQUIPMENT





Property
and equipment, net, consist of the following at June 30:





2009
                  
                  
                  2008Office
      furniture and equipment
                  
                  $
                  1,069,156
                  
                  
                  $
                  1,224,340Computer
      equipment
                  
                  
                  6,975,575
                  
                  
                  
                  9,043,307Assets
      under capital leases
                  
                  
                  2,058,075
                  
                  
                  
                  1,511,311Building
                  
                  
                  2,446,564
                  
                  
                  
                  2,902,142Land
                  
                  
                  1,466,601
                  
                  
                  
                  925,210Capital
      work in progress
                  
                  
                  756,945
                  
                  
                  
                  -Autos
                  
                  
                  308,925
                  
                  
                  
                  245,855Improvements
                  
                  
                  170,973
                  
                  
                  
                  413,175Subtotal
                  
                  
                  15,252,814
                  
                  
                  
                  16,265,340Accumulated
      depreciation
                  
                  
                  (6,066,651
                  )
                  
                  
                  (7,088,560
                  )$
                  9,186,163
                  
                  
                  $
                  9,176,780





For the
years ended June 30, 2009 and 2008, fixed asset depreciation expense totaled
$1,784,077 and $1,573,345, respectively. Of these amounts, $1,240,171 and
$1,031,943, respectively, are reflected as part of cost of goods
sold.


F-21




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
7 - INTANGIBLE ASSETS





Intangible
assets consist of the following at June 30, 2009:





ProductLicenses
                  
                  
                  CustomerLists
                  
                  
                  TotalIntangible
      assets - June 30, 2007 - cost
                  
                  $
                  14,511,208
                  
                  
                  $
                  5,451,094
                  
                  
                  $
                  19,962,302Additions
                  
                  
                  4,481,077
                  
                  
                  
                  -
                  
                  
                  
                  4,481,077Effect
      of translation adjustment
                  
                  
                  (381,578
                  )
                  
                  
                  -
                  
                  
                  
                  (381,578
                  )Accumulated
      amortization
                  
                  
                  (7,772,851
                  )
                  
                  
                  (3,718,333
                  )
                  
                  
                  (11,491,184
                  )Net
      balance - June 30, 2008
                  
                  $
                  10,837,856
                  
                  
                  $
                  1,732,761
                  
                  
                  $
                  12,570,617Intangible
      assets - June 30, 2008
                  
                  $
                  18,992,284
                  
                  
                  $
                  5,451,094
                  
                  
                  $
                  24,443,378Additions
                  
                  
                  6,050,047
                  
                  
                  
                  352,963
                  
                  
                  
                  6,403,010Effect
      of translation adjustment
                  
                  
                  (1,880,317
                  )
                  
                  
                  -
                  
                  
                  
                  (1,880,317
                  )Accumulated
      amortization
                  
                  
                  (9,359,407
                  )
                  
                  
                  (4,460,038
                  )
                  
                  
                  (13,819,445
                  )Net
      balance - June 30, 2009
                  
                  $
                  13,802,607
                  
                  
                  $
                  1,344,019
                  
                  
                  $
                  15,146,626Amortization
      expense:Year
      ended June 30, 2009
                  
                  $
                  1,662,424
                  
                  
                  $
                  741,705
                  
                  
                  $
                  2,404,129Year
      ended June 30, 2008
                  
                  $
                  1,069,967
                  
                  
                  $
                  694,644
                  
                  
                  $
                  1,764,611





The above
amortization expense includes amounts in “Cost of Goods Sold” for capitalized
software development costs of $974,040 and $366,511 for the fiscal years ended
June 30, 2009 and 2008, respectively.





At June
30, 2009, product licenses, renewals, enhancements, copyrights, trademarks, and
tradenames, included unamortized software development and enhancement costs of
$9,914,250.  Software development amortization expense was $974,040
and $366,511 for the years ended June 30, 2009 and June 30, 2008,
respectively.





Amortization
expense of intangible assets over the next five years is as
follows:





FISCAL
      YEAR ENDINGAsset
                        
                        6/30/10
                        
                        
                        6/30/11
                        
                        
                        6/30/12
                        
                        
                        6/30/13
                        
                        
                        6/30/14
                        
                        
                        TOTALProduct
      Licences
                        
                        $
                        1,654,771
                        
                        
                        $
                        809,141
                        
                        
                        $
                        734,089
                        
                        
                        $
                        734,089
                        
                        
                        $
                        353,276
                        
                        
                        $
                        4,285,365Customer
      Lists
                        
                        
                        677,444
                        
                        
                        
                        501,859
                        
                        
                        
                        70,592
                        
                        
                        
                        70,592
                        
                        
                        
                        23,532
                        
                        
                        
                        1,344,019$
                        2,332,215
                        
                        
                        $
                        1,311,000
                        
                        
                        $
                        804,681
                        
                        
                        $
                        804,681
                        
                        
                        $
                        376,808
                        
                        
                        $
                        5,629,384





Goodwill
is comprised of amounts recognized in the acquisition of the
following:





As of 06/30/09
                          
                          
                          As of 06/30/08NetSol
      PK Tech
                          
                          $
                          1,303,372
                          
                          
                          $
                          1,303,372CQ
      Systems
                          
                          
                          3,471,813
                          
                          
                          
                          3,471,813McCue
      Systems
                          
                          
                          4,664,100
                          
                          
                          
                          4,664,100Total
                          
                          $
                          9,439,285
                          
                          
                          $
                          9,439,285





There was
no impairment of goodwill for the years ended June 30, 2009 and
2008.




F-22




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
8 – OTHER ASSETS – LONG TERM





During
the current fiscal year, our North American operations determined it was
necessary to move its location from Burlingame to Emeryville. As part of the
lease agreement, the Company was required to pay two months of rental payments
as a security deposit valued at $155,880.





As of
December 31, 2008, one of the Company’s subsidiaries has classified two of its
accounts receivable as long-term amounting to $367,522 at present value net of
discount of $48,943. The discount was calculated using a rate of 8.25% and a
time period of two years as the collection is expected by the fiscal year ended
June 30, 2010.





NOTE
9 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accounts
payable and accrued expenses consist of the following as of June
30:





2009
                        
                        
                        2008Accounts
      Payable
                        
                        $
                        1,654,974
                        
                        
                        $
                        1,468,491Accrued
      Liabilities
                        
                        
                        1,757,282
                        
                        
                        
                        2,099,693Accrued
      Payroll
                        
                        
                        8,152
                        
                        
                        
                        2,203Accrued
      Payroll Taxes
                        
                        
                        487,180
                        
                        
                        
                        176,916Interest
      Payable
                        
                        
                        985,911
                        
                        
                        
                        158,627Deferred
      Revenues
                        
                        
                        16,388
                        
                        
                        
                        72,240Taxes
      Payable
                        
                        
                        196,379
                        
                        
                        
                        138,489Total
                        
                        $
                        5,106,266
                        
                        
                        $
                        4,116,659




F-23


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
10 – DEBTS




A)  LOANS
AND LEASES PAYABLE




Notes and
leases payable consist of the following at June 30, 2008 &
2009:





Current
                          
                          
                          Long-TermName
                          
                          2009
                          
                          
                          Maturities
                          
                          
                          MaturitiesD&O
      Insurance
                          
                          $
                          31,288
                          
                          
                          $
                          31,288
                          
                          
                          $
                          -E&O
      Insurance
                          
                          
                          22,656
                          
                          
                          
                          22,656
                          
                          
                          
                          -Habib
      Bank Line of Credit
                          
                          
                          4,966,597
                          
                          
                          
                          4,966,597
                          
                          
                          
                          -Bank
      Overdraft Facility
                          
                          
                          229,883
                          
                          
                          
                          229,883
                          
                          
                          
                          -HSBC
      Loan
                          
                          
                          330,667
                          
                          
                          
                          292,542
                          
                          
                          
                          38,125Term
      Finance Facility
                          
                          
                          1,229,379
                          
                          
                          
                          153,672
                          
                          
                          
                          1,075,707Subsidiary
      Capital Leases
                          
                          
                          1,602,093
                          
                          
                          
                          511,192
                          
                          
                          
                          1,090,901$
                          8,412,563
                          
                          
                          $
                          6,207,830
                          
                          
                          $
                          2,204,733Current
                          
                          
                          Long-TermName
                          
                          2008
                          
                          
                          Maturities
                          
                          
                          MaturitiesD&O
      Insurance
                          
                          $
                          41,508
                          
                          
                          $
                          41,508
                          
                          
                          $
                          -E&O
      Insurance
                          
                          
                          28,518
                          
                          
                          
                          28,518
                          
                          
                          
                          -Habib
      Bank Line of Credit
                          
                          
                          1,501,998
                          
                          
                          
                          1,501,998
                          
                          
                          
                          -Bank
      Overdraft Facility
                          
                          
                          84,952
                          
                          
                          
                          84,952
                          
                          
                          
                          -HSBC
      Loan
                          
                          
                          739,428
                          
                          
                          
                          327,820
                          
                          
                          
                          411,608Subsidiary
      Capital Leases
                          
                          
                          627,621
                          
                          
                          
                          295,314
                          
                          
                          
                          332,307$
                          3,024,025
                          
                          
                          $
                          2,280,110
                          
                          
                          $
                          743,915





In August
2007, the Company’s subsidiary, NetSol UK, entered into an agreement with HSBC
Bank whereby the line of credit outstanding of £500,000 or approximately
$825,000 was converted into a loan payable with a maturity of three
years.  The interest rate is 7.5% with monthly payments of £15,558 or
approximately $25,670.  The Parent has guaranteed payment of the loan
in the event the subsidiary should default on it.   During the
year ended June 30, 2009, £155,585 or approximately $307,384 was paid on the
principal of this note and £27,784 or approximately $52,310 was paid in
interest.  The loan outstanding as of June 30, 2009 was £200,162 or
$330,667; of this amount $292,542 is classified as current maturities and
$38,125 as long-term debt.





In
January 2009, the Company renewed its directors’ and officers’ (“D&O”)
liability insurance for which the annual premium is $122,654. The Company
arranged financing with AICCO Inc with a down payment of $30,828 with the
balance to be paid in nine monthly installments of $10,475 each.  The
balance owing as of June 30, 2009 was $31,288.





In
January 2009, the Company purchased an Errors and Omissions (“E&O”)
liability insurance for an annual premium of $90,372.  The Company
arranged financing with AFCO Credit Corporation with a down payment of $22,323
with the balance to be paid in nine monthly installments of $7,728
each.  The balance owing as of June 30, 2009 was $22,656.





In April
2008, the Company entered into an agreement with Habib American Bank to secure a
line of credit to be collateralized by Certificates of Deposit held at the
bank.  Fiscal year end June 30, 2008 balance was $1,501,998. During
the year ended June 30, 2009, $3,683,769 was drawn down on this line of credit
and $414,167 was repaid.  The interest rate on this account is
variable and was 4.571% at June 30, 2009.  Interest paid during the
year ended June 30, 2009 was $194,998 and the balance was
$4,966,597.


F-24





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





During
the year ended June 30, 2009, the Company’s subsidiary, NTE, entered into an
overdraft facility with HSBC Bank plc whereby the bank would cover any
overdrafts up to £200,000.  The interest rate is 3.25% per year over the
Bank’s sterling Base Rate, which is currently 5%, for an effective rate of
8.25%.  As of June 30, 2009, the subsidiary had used £139,154 or
approximately $229,883.





Company’s
Pakistan based subsidiary, NetSol Technologies Limited has availed a term
finance facility from the bank to finance the construction of new building.
Total amount of facility is Rs. 200,000,000 or approximately $2,458,513.
Interest rate is 3.5% above the six months Karachi Inter Bank Offering Rate. As
on June 30, 2009 the subsidiary had used Rs. 100,000,000 or approx $1,229,379 of
which $1,075,707 is shown under long term liabilities and the remaining of
$153,672 as current maturity.





CAPITAL
LEASE OBLIGATIONS





The
Company leases various fixed assets under capital lease arrangements expiring in
various years through 2014.  The assets and liabilities under capital
leases are recorded at the lower of the present value of the minimum lease
payments or the fair value of the asset.  The assets are depreciated over
the lesser of their related lease terms or their estimated useful lives and are
secured by the assets themselves.  Depreciation of assets under capital
leases is included in depreciation expense for the years ended June 30, 2009 and
2008.





Following
is the aggregate minimum future lease payments under capital leases as of June
30:





2009
                    
                    
                    2008Minimum
      Lease PaymentsDue
      FYE 6/30/09
                    
                    
                    -
                    
                    
                    $
                    368,671Due
      FYE 6/30/10
                    
                    $
                    545,992
                    
                    
                    
                    258,927Due
      FYE 6/30/11
                    
                    
                    505,004
                    
                    
                    
                    113,053Due
      FYE 6/30/12
                    
                    
                    432,545
                    
                    
                    
                    6,135Due
      FYE 6/30/13
                    
                    
                    201,490
                    
                    
                    
                    3,356Due
      FYE 6/30/14
                    
                    
                    176,512
                    
                    
                    
                    -Total
      Minimum Lease Payments
                    
                    
                    1,861,543
                    
                    
                    
                    750,142Interest
      Expense relating to future periods
                    
                    
                    (259,450
                    )
                    
                    
                    (122,521
                    )Present
      Value of minimum lease payments
                    
                    
                    1,602,093
                    
                    
                    
                    627,621Less: 
      Current portion
                    
                    
                    (511,192
                    )
                    
                    
                    (295,314
                    )Non-Current
      portion
                    
                    $
                    1,090,901
                    
                    
                    $
                    332,307





Following
is a summary of fixed assets held under capital leases as of June
30:





2009
                          
                          
                          2008Computer
      Equipment and Software
                          
                          $
                          607,394
                          
                          
                          $
                          895,235Furniture
      and Fixtures
                          
                          
                          733,277
                          
                          
                          
                          62,054Vehicles
                          
                          
                          310,021
                          
                          
                          
                          392,727Building
      Equipment
                          
                          
                          407,383
                          
                          
                          
                          161,295Total
                          
                          
                          2,058,075
                          
                          
                          
                          1,511,311Less: 
      Accumulated Depreciation
                          
                          
                          (443,992
                          )
                          
                          
                          (653,643
                          )Net
                          
                          $
                          1,614,083
                          
                          
                          $
                          857,668


F-25


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS




B) 
LOANS PAYABLE - BANK




The
Company’s Pakistan subsidiary, NetSol Technologies (Private) Ltd., has a loan
with a bank, secured by the Company’s assets.  This note consists of the
following as of June 30, 2009 & June 30, 2008:





For the year ended June 30, 2009:Type of Loan
                                  
                                  Maturity Date
                                  
                                  Interest Rate
                                  
                                  
                                  BalanceUSDExport
      Refinance
                                  
                                  Every
      6 months
                                  
                                  
                                  7.50
                                  %
                                  
                                  $
                                  2,458,757Total
                                  
                                  
                                  
                                  
                                  
                                  $
                                  2,458,757For
      the year ended June 30, 2008:Type of Loan
                                  
                                  Maturity Date
                                  
                                  Interest Rate
                                  
                                  
                                  BalanceUSDExport
      Refinance
                                  
                                  Every
      6 months
                                  
                                  
                                  7.50
                                  %
                                  
                                  $
                                  2,932,551Total
                                  
                                  
                                  
                                  
                                  
                                  $
                                  2,932,551





C) 
OTHER PAYABLE – ACQUISITION





As of
June 30, 2009, Other Payable – Acquisition consists of total payments of
$103,226 (June 30, 2008: $846,215) due to the shareholders of McCue
Systems.





McCue Systems (now NetSol
Technologies North America Inc.)




On June 30, 2006, the acquisition with
McCue Systems, Inc. (“McCue”) closed (see Note 17).  As a result, the first
installment consisting of $2,117,864 cash and 958,213 shares of the Company’s
restricted common stock was recorded.  During the fiscal year ended June
30, 2007, $2,059,413 of the cash portion of was paid to the McCue shareholders
and in July 2006 the stock was issued.  In June 2007, the second
installment on the acquisition consisting of $903,955 in cash and 408,988 shares
of the Company’s restricted common stock became due and was recorded.  In
July and August 2007, $879,007 of the cash was paid.In June 2008,
the third and final installment became due, consisting of $762,816 in cash and
345,131 shares of the Company’s restricted common stock.  The cash portion
is shown as “Other Payable – Acquisition” and the stock portion is shown in
“Shares to be issued” on these consolidated financial statements. The balance at
June 30, 2009 was $103,226.  This represents the few remaining McCue
shareholders that have not been located as of the date of this
report.




D) 
DUE TO OFFICERS





The
officers of the Company, from time to time, loan funds to the
Company.





On
September 1, 2006, an officer of the Company loaned $165,000 to the Company for
its immediate short-term cash needs in the corporate office.  The loan had
a maturity date of three months and is interest free and had been automatically
extended.  The terms of the loan were approved by the Company’s board of
directors.  The balance of this loan was repaid in July
2007.


F-26


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





In
addition, the officers of the Company have advanced $34,173 as working capital.
As on June 30, 2008 the balance due was $184,173. In July 2008, the officers
exercised 98,358 options against the amounts owed to them of
$179,738.





The
balance due to officers as of June 30, 2009 was Nil.




NOTE
11 – DIVIDEND PAYABLE




PREFERRED
SHAREHOLDERS




On
October 30, 2006, the convertible notes payable (see note 11) were converted
into 5,500 shares of Series A 7% Cumulative Convertible Preferred Stock. 
The dividend is to be paid quarterly, either in cash or stock at the Company’s
election.  The dividend for the fiscal years ended June 30, 2009 and 2008
totaled $134,400 and $178,541. Of the amount due for fiscal year ended June 30,
2009, $33,876 has been paid in stock and $67,017 in cash and the remaining
balance of $33,507 is payable and is reflected in these consolidated financial
statements. Besides, the Pakistan subsidiary declared cash dividend to its
shareholders out of which $10,902 was still payable to some of the shareholders.
This amount is also included in the dividends payable reflected in the
consolidated balance sheet.





SUBSIDIARY
DIVIDEND





In
October 2008, the Company’s joint-venture subsidiary, NetSol-Innovation declared
a cash dividend of 67,446,500 Pakistan Rupees (“pkr”) or approximately
$874,817.  Of this amount, the Company was due 34,073,972 pkr or
approximately $441,958. The dividend was paid during the quarter ended December
31, 2008.  The amount attributable to the minority holders is approximately
$432,859 and is reflected in the accompanying consolidated financial
statements.





NOTE
12 – CONVERTIBLE NOTE PAYABLE





On June
15, 2006, the Company entered into an agreement with five accredited investors
whereby the Company issued five convertible notes payable for an aggregate
principal value of $5,500,000.  These notes bore interest at the rate of
12% per annum and were due in full one year from the issuance date or on June
15, 2007 (the “Financing”).  The Convertible Notes could have immediately
converted into shares of common stock of the Company at the conversion value
(initially set at one share per $1.65 of principal dollar) to the extent that
such conversion did not violate Nasdaq Market Place rules.  Due to the
limitation rule, none of the note was convertible as of September 30,
2006.  Upon the approval of the stockholders, to the extent not already
converted into common shares, the Convertible Notes Payable would be immediately
converted into shares of Preferred Stock.  On October 18, 2006, the
shareholders approved the issuance of the shares and on October 30, 2006 the
notes were converted into 5,500 shares of Preferred Stock.  During the
quarter ended September 30, 2006, $167,489 of interest was accrued.  As of
September 30, 2006, a total of $194,989 in accrued interest had been recorded on
the notes and was added to the principal of the notes.   During the
fiscal year ended June 30, 2007, $251,167 of interest was accrued.  On
December 13, 2006, the note holders agreed to accept shares of the Company’s
common stock in payment of the interest owed to them.  In addition, the
note holders required the Company to issue a total of 60,000 shares of the
Company’s common stock valued at $88,201 as a premium to receive payment in
shares rather than cash.  This amount is included in “interest expense” in
the accompanying consolidated financial statements for the year ended June 30,
2007.





The
beneficial conversion feature expense was based on the net value of the loan
after reducing the proceeds by the value of the warrants issued and was
$2,208,334 for the year ended June 30, 2007.


F-27


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
common stock shares issued under this financing agreement, including warrants,
were to be registered within 120 days after closing (or October 19, 2006). 
If the Company did not meet the registration requirement, the Company was to pay
in cash as liquidated damages for such failure and not as a penalty to each
Holder an amount equal to one percent (1%) of such Holder's Purchase Price paid
by such Holder pursuant to the Purchase Agreement for each thirty (30) day
period until the applicable Event has been cured.  The registration
statement became effective on January 19, 2007.  During the fiscal year
ended June 30, 2007, the Company accrued $168,667 as liquidation damages due and
has paid the full amount.  As a result, the Company recorded an additional
$12,223 in liquidation damages during the fiscal year ended June 30, 2007. 
This amount is included in “Accrued Liabilities” as of June 30,
2008.





As part
of the agreement, the investors received warrants to purchase 1,666,668 shares
of the Company’s common stock.  The warrants have an exercise price of
$2.00 and expire in five years.  These warrants were valued using the
Black-Scholes model at $2,108,335 and were capitalized as a contra-account
against the note balance.  These costs were being amortized over the life
of the loan or a pro-rata basis as the loan was converted into common or
preferred stock.  As the loans were converted on October 30, 2006, the
balance of $2,022,363 was amortized and recorded as “amortization of debt
discount” for the year ended June 30, 2007.





The
Black-Scholes pricing model used the following assumptions:





Risk-free
      interest rate
                    
                    
                    6.00
                    %Expected
      life
                    
                    5
      yearsExpected
      volatility
                    
                    
                    100
                    %Dividend
      yield
                    
                    
                    0
                    %





Under the
agreement, any future financing whereby warrants are issued at an exercise price
lower than the exercise price of the warrants in the agreement, an adjustment to
the exercise price is to be made.  During the fiscal year ended June 30,
2007, a financing was completed which included the issuance of warrants at an
exercise price of $1.65 (see Note 11).  Following the formula set out in
the agreement, it was determined that the adjusted exercise price was $1.93 per
share.  As a result, the Company revalued the warrants for the adjusted
exercise price using the Black-Scholes model at $2,120,000 and recorded an
expense of $11,667 for the repricing of the warrants during the year ended June
30, 2007.   The Black-Scholes pricing model used the same assumptions
as for the original valuation of the warrants.





In
connection with this financing, the Company paid $474,500 in cash for placement
agent fees and legal fees.  These costs were capitalized and are being
amortized over the life of the loan or a pro-rata basis as the loan is converted
into common or preferred stock.  As the loans were converted on October 30,
2006, the balance of $454,729 of these costs were amortized and recorded as
“amortization of capitalized cost of debt” during the year ended June 30,
2007.





As part
of the financing, warrants to purchase 266,666 shares of the Company’s common
stock were issued to the placement agent as part of its fee.  The warrants
have an exercise price of $1.65 and expire in two years.  These warrants
were valued using the Black-Scholes model at $340,799 and were
capitalized.  These costs were being amortized over the life of the loan or
a pro-rata basis as the loan was converted into common or preferred stock. 
As the loans were converted on October 30, 2006, the balance of $326,599 of
these costs were amortized and recorded as “amortization of capitalized cost of
debt” during the year ended June 30, 2007.





The
Black-Scholes pricing model used the following assumptions:





Risk-free
      interest rate
                  
                  
                  6.00
                  %Expected
      life
                  
                  2
      yearsExpected
      volatility
                  
                  
                  100
                  %Dividend
      yield
                  
                  
                  0
                  %


F-28


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





On July
23, 2008, the Company entered into a Convertible Note with three investors with
a total value of $6,000,000. The note matures in 3 years and has an interest
rate of 7% per annum that is payable semi-annually. The note could be converted
into common shares at a conversion rate of $3.00 per share. The fair market
value of the shares at the date of signing was $2.90; therefore, no beneficial
conversion feature expense was recorded on the transaction. No warrants were
issued in connection with this note. The Convertible Note contains full-ratchet
anti-dilution protection.  However, despite this protection, at no
time shall the Company issue shares as part of a conversion or other event
contained in the Convertible Note where the resulting issuance would
require issuance in violation of Nasdaq rules.





In
January 2009, the Company entered into a waiver agreement (the “Waiver”) with
holders of the Convertible Notes Payable (the “Holders”) to modify the terms and
conditions of the original note.  Under the Waiver, Holders waived their
right to full-ratchet anti-dilution protection and participation in future
financings in consideration for a new conversion rate of $0.78 per common share
and four equal quarterly cash installment payments from the Company of $250,000
each, beginning January 2009. Since this was an extinguishment of the existing
contract, the company accounted for beneficial conversion feature of $230,769
which will be amortized over the remaining life of the contract. As on June 30,
2009, total amount amortized was $40,277. The Company accrued $1,000,000 under
the waiver agreement as loss on extinguishment of debt the fiscal year ended
June 30, 2009.





The
Company incurred $175,000 in finder’s fees and consulting costs which was
amortized over the life of the Notes. However, after extinguishment of the
existing note in the current quarter, the unamortized portion of $132,589 was
fully expensed out in the current fiscal year. The convertible note payable is
recorded as net of unamortized beneficial conversion feature of $190,492 at June
30, 2009.





The
Convertible Notes entered into by and between the Company and the Holders
includes certain conditions.  Specifically, the Note does not permit
interest to be paid in shares of common stock if such at the time the interest
is due the Equity Conditions are not met or, there has been an Event of Default,
in such instances, the Company must make cash interest payments. So long as the
principal is due, the Company may not, without prior approval of 75% of the
Holders, incur indebtedness senior to the Holders.  A failure to follow
this covenant would result in an Event of Default.  If an Event of Default
occurs and is continuing with respect to any of the Notes, the Holder may
declare all of the then outstanding Principal amount of this note and all other
notes held by the Holder, including any interest due thereon, to be due and
payable immediately.  In the event of such acceleration, the amount due and
owing to the Holder shall be the greater of (1) 125% of the outstanding
Principal Amount of the Notes held by the Holder (plus all accrued and unpaid
interest, if any) and (2) the product of (A) the highest closing price for the
five (5) Trading days immediately preceding the Holder’s acceleration and (B)
the Conversion Ratio.  In either case the Company shall pay interest on
such amount in cash at the Default Rate to the Holder if such amount is not paid
within 7 days of Holder’s request.  The remedies under this Note shall be
cumulative. Failure to comply with the terms of the Note, the Purchase Agreement
and the Investor Rights Agreement may result in an Event of Default
hereunder.





On August
14, 2009, one of the Holders of the 2008 Convertible Notes elected, pursuant to
the terms therein to convert $200,000 worth of principal value of the notes into
317,460 shares of common stock.  This conversion reduces the total
principal of the 2008 Convertible Notes to $5,800,000.


F-29


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
13 – STOCKHOLDERS’ EQUITY




PREFERRED
STOCK




On
October 30, 2006, the convertible notes payable (see note 11) were converted
into 5,500 shares of Series A 7% Cumulative Convertible Preferred Stock. 
The preferred shares are valued at $1,000 per share or $5,500,000.  The
preferred shares are convertible into common stock at a rate of $1.65 per common
share.  The total shares of common stock that can be issued under these
Series A Preferred Stock is 3,333,333.  On January 19, 2007, the Form S-3
statement to register the underlying common stock and related dividends became
effective.  As of June 30, 2008 and 2007, 2,210 and 1,370 of the preferred
shares had been converted into 1,339,392 and 830,302 shares of the Company’s
common stock, respectively.  As of June 30, 2009, there were 1,920 shares
of preferred stock outstanding.





The
Series A Convertible Preferred Stock carries certain liquidation and
preferential rights.  In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, before any
distribution of assets of the Corporation can be made to or set apart for the
holders of Common Stock, the holders of Convertible Preferred Stock shall be
entitled to receive payment out of such assets of the Corporation in an amount
equal to $1,000 per share of Convertible Preferred Stock then outstanding, plus
any accumulated and unpaid dividends thereon (whether or not earned or declared)
on the Convertible Preferred Stock.  In addition, the Convertible Preferred
Stock ranks senior to all classes and series of Common Stock and existing
preferred stock and to each other class or series of preferred stock established
hereafter by the Board of Directors of the Corporation, with respect to dividend
rights, redemption rights, rights on liquidation, winding-up and dissolution and
all other rights in any manner, whether voluntary or involuntary.





On August
18, 2009, the Company redeemed 1,920 shares of the Series A 7% Cumulative
Convertible Preferred Stock as part of the mandatory redemption required by the
terms of the Certificate of Designation of the Series A 7% Cumulative
Convertible Preferred Stock.





Business
Combinations:





McCue Systems, Inc. (now
NetSol Technologies North America Inc.)





In June
2006, the Company completed the acquisition of McCue Systems, Inc. (see Note
17).  During fiscal year ended June 30, 2007 as part of this agreement, the
Company issued 931,770 shares of its restricted common stock valued at
$1,584,009 to the shareholders of McCue Systems for the initial down
payment.





In June
2007, the second installment became due for the acquisition and the Company
issued 397,700 shares of its restricted common stock valued at $711,640 to the
shareholders of McCue Systems.  In addition, a total of 37,731 shares
valued at $64,612 are shown in “Shares to Be Issued” in these consolidated
financial statements representing McCue Systems shareholders that have not been
located as of this date.





In June
2008, the third and final installment became due for the acquisition and the
Company recorded 345,131 shares to be issued valued at $890,437 on these
consolidated financial statements.  Of these, 336,158 shares were issued in
July 2008.  The balance represents McCue Systems shareholders that have not
been located as of this date.


F-30


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NetSol Omni
(“Omni”)





In
December 2007, the Company entered into an agreement with the minority
shareholders of Omni, whereby the Company purchased the remaining 49.9% of Omni
for 25,000 shares of the Company’s common stock valued at $76,750.





Private
Placements





In
December, 2008, the Company sold 200,000 shares to Mr. Shahid Mukhtar for
$150,000. The shares were issued in December, 2008. As of June 30, 2009, the
Company also sold 2,765,000 shares to unrelated employees under the Employee
Stock Purchase Agreement approved by the Board on April 9, 2009. Pursuant to the
terms of the Stock Purchase Agreement, only unregistered shares of stock were
sold  at a discount from the market price as of the board approval date of
$0.20 per share.  The share price, according to the terms was to adjust at
such time as the closing market price of the Company’s shares reached at least
$0.75 per share, whereafter it was to be proportionately increased by such
proportionate increase above $0.75 at the time of the sale. The raise was set to
expire on the earlier of : 1) receipt of good subscriptions equal in value to $1
million; 2)six months from the date of the UWC; 3) or an average closing price
of the Company’s shares  of common stock over a ten day  trading
period of $1 per share.  The agreement was subsequently amended to adjust
the issue price at the closing bid price on the date before the agreement is
fully executed with each employee. To accomplish this, the employees who had
already purchased the shares were given the option to either adjust the
consideration by decreasing the number of shares purchased to match the adjusted
issue price, or by paying more money.





In June
2007, the Company sold 757,576 shares of the Company’s common stock to two
institutional investors for $1,250,000.  The Company received $1,000,000 of
this by June 30, 2007 and the remainder was received on July 2, 2007.  The
shares were issued in July 2007.  This purchase agreement contained a
“green shoe” clause whereby the investors had the option to purchase within six
months the same number of shares at the same price and receive the same number
of warrants.  In October 2007, the investors exercised the “green shoe”
clause and the Company sold them 757,576 shares of the Company’s common stock
valued at $1,250,000.  As part of the agreement, the investors were granted
378,788 warrants with an exercise price of $1.65.





Services,
Accrued Expenses and Payables





In
October 2005, the Company entered into an agreement with a vendor whereby the
Company agreed to issue $2,500 worth of stock per month as payment for services
rendered.  The stock was to be issued after the end of each quarter. 
The Company issued 12,177 shares of its common stock during the fiscal year
ended June 30, 2007 valued at $21,250.  The agreement was terminated on
December 15, 2006.





In
January 2006, the Company entered into an agreement with two consultants whereby
the Company agreed to issue shares of the Company’s restricted common stock for
their services.  During the fiscal year ended June 30, 2007, the Company
issued 160,624 shares of restricted common stock valued at $269,128.  The
agreement was terminated in May 2007.





In
October 2006, the Company entered into an agreement with a consultant whereby
the Company agreed to issue 25,000 shares of the Company’s restricted common
stock at the signing of the agreement.  The shares were valued at $36,250
or $1.45 per share.





In
October 2006, the Company entered into an agreement with a consultant whereby
the Company agreed to issue a total of 40,000 of the Company’s restricted stock,
to be paid at the end of each quarter of service.  As of June 30, 2007, the
Company has recorded as “Stock to Be Issued” 10,000 shares valued at $15,000 or
$1.50 per share under this agreement.  In October 2007, these shares were
issued.  During the year ended June 30, 2008, the remaining 30,000 shares
valued at $45,000 were issued.


F-31


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





In
October 2006, the Company entered into an agreement with an employee whereby the
Company agreed to issue a total of 35,000 shares of the Company’s restricted
common stock valued at $132,650; vesting over one year on a quarterly
basis.  During the year ended June 30, 2008, 17,500 shares were vested and
issued valued at $66,324were issued to the employee.





In June
2008, the Company entered into an agreement with a consultant whereby the
Company agreed to issue a total of 20,000 shares of the Company’s restricted
common stock valued at $56,600 for services rendered. The shares were issued in
July 2008.





During
the year ended June 30, 2009, the Company issued 522,500 shares of its common
stock against provision of services valued at $346,817.  Of these shares,
300,000 shares were issued to a consultant with whom the Company had entered
into an agreement on March 9, 2009. These shares were issued to the consultant
on April 13, 2009. The company recorded $90,000 expense in the
books.





Options
and Warrants Exercised





During
the year ended June 30, 2009, the Company issued 51,515 shares of its common
stock for the exercise of warrants valued at $99,424. During the year ended June
30, 2008, the Company had issued 1,087,359 shares of its common stock for the
exercise of warrants valued at $1,754,547.





During
the year ended June 30, 2009, the Company issued 594,008 shares of its common
stock for the exercise of options valued at $630,493. Of these shares, a net
amount of $181,747 was recorded against “subscription receivable”. In addition,
23,000 shares valued at $15,759 was recorded as “shares to be issued” as of June
30, 2009.





During
the year ended June 30, 2008, the Company issued 849,938 shares of its common
stock for the exercise of options valued at $1,477,929.  Of these shares,
1,818 valued at $3,000 were issued against amounts owed by the Company to an
employee, and a net amount of $16,750 was recorded against “subscription
receivable”.  In addition, 20,000 shares valued at $36,600 was recorded as
“shares to be issued” as of June 30, 2008.





Payment
of Dividend to Preferred Stockholders





During
the years ended June 30, 2009 and 2008, the Company issued 32,324 and 114,588
shares of the Company’s common stock valued at $67,384 and $222,673,
respectively, as payment of the dividend owed to the Preferred Stockholders (see
Note 11).





Stock
Subscription Receivable





Stock
subscription receivable represents stock options exercised and issued that the
Company has not yet received the payment from the purchaser.





During
the year ended June 30, 2007, the Company issued a total of $1,673,750 of new
receivables and received payments of $936,593.  In addition, $35,000 was
applied to amounts owing from a subsidiary.  The balance at June 30, 2007
was $1,001,407.





During
the year ended June 30, 2008, a total of $542,000 was collected and new
receivables of $211,500 were issued.  In addition, the Company wrote-off
$70,000 of receivables as uncollectible from employees who have since left the
Company. The balance at June 30, 2008 was $600,907.





During
the year ended June 30, 2009, a total of $150,000 was collected and new
receivables of $391,712 were issued. The balance at June 30, 2009 was
$842,619.


F-32


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Treasury
Stock





On March
24, 2008, the Company announced that it had authorized a stock repurchase
program permitting the Company to repurchase up to 1,000,000 of its shares of
common stock over the next 6 months. The shares are to be repurchased from time
to time in open market transactions or privately negotiated transactions in the
Company's discretion.  During the year ended June 30, 2008, the Company had
repurchased a total of 13,600 shares on the open market valued at $25,486. 
The balance as of June 30, 2008 was $35,681.





In
September 2008, the stock repurchase plan was extended an additional 6
months.  During the year ended June 30, 2009, the Company purchased an
additional 208,900 shares on the open market valued at $360,328.  The
balance as of June 30, 2009 was $396,008.  The stock repurchase plan
expired on March 24, 2009.





Common
Stock Purchase Warrants and Options





From time
to time, the Company issues options and warrants as incentives to employees,
officers and directors, as well as to non-employees.





Common
stock purchase options and warrants consisted of the following as of June 30,
2009:





AggregatedExercise
                            
                            
                            Intrinsic# shares
                            
                            
                            Price
                            
                            
                            ValueOptions:Outstanding
      and exercisable, June 30, 2007
                            
                            
                            7,102,363
                            
                            
                            $0.75
      to $5.00
                            
                            
                            $
                            129,521Granted
                            
                            
                            20,000
                            
                            
                            $1.60Exercised
                            
                            
                            (869,938
                            )
                            
                            $0.75
      to $2.55Expired
                            
                            
                            (180,000
                            )
                            
                            $0.75Outstanding
      and exercisable, June 30, 2008
                            
                            
                            6,072,425
                            
                            
                            $0.75
      to $5.00
                            
                            
                            $
                            1,717,608Granted
                            
                            
                            2,351,500
                            
                            
                            $0.30
      to $1.65Exercised
                            
                            
                            (717,008
                            )
                            
                            $0.30
      to $2.50Expired
                            
                            
                            -Outstanding
      and exercisable, June 30, 2009
                            
                            
                            7,706,917
                            
                            
                            $0.65
      to $5.00
                            
                            
                            $
                            -Warrants:Outstanding
      and exercisable, June 30, 2007
                            
                            
                            3,002,725
                            
                            
                            $1.75
      to $5.00
                            
                            
                            $
                            58,091Granted
                            
                            
                            378,788
                            
                            
                            $1.65Exercised
                            
                            
                            (1,269,199
                            )
                            
                            $1.65
      to $3.30Expired
                            
                            
                            (120,000
                            )
                            
                            $2.50
      to $5.00Outstanding
      and exercisable, June 30, 2008
                            
                            
                            1,992,314
                            
                            
                            $1.65
      to $5.00
                            
                            
                            $
                            1,206,095GrantedExercised
                            
                            
                            (51,515
                            )
                            
                            $1.93Expired
                            
                            
                            (163,182
                            )
                            
                            $2.20
      to $3.30Outstanding
      and exercisable, June 30, 2009
                            
                            
                            1,777,617
                            
                            
                            $1.65
      to $3.30
                            
                            
                            $
                            -


F-33


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
average life remaining on the options and warrants as of June 30, 2009 is as
follows:





Exercise Price
                            
                            
                            Number
                              Outstanding
                              and
                              Exercisable
                            
                            
                            Weighted
                              Average
                              Remaining
                              Contractual
                              Life
                            
                            
                            Weighted
                              Ave
                              Exericse
                              PriceOPTIONS:$0.01
      - $0.99
                            
                            
                            
                            1,806,000
                            
                            
                            
                            9.46
                            
                            
                            
                            0.65$1.00
      - $1.99
                            
                            
                            
                            2,045,917
                            
                            
                            
                            6.06
                            
                            
                            
                            1.88$2.00
      - $2.99
                            
                            
                            
                            3,055,000
                            
                            
                            
                            5.78
                            
                            
                            
                            2.69$3.00
      - $5.00
                            
                            
                            
                            800,000
                            
                            
                            
                            4.80
                            
                            
                            
                            4.24Totals
                            
                            
                            
                            7,706,917
                            
                            
                            
                            6.61
                            
                            
                            
                            2.16WARRANTS:$1.00
      - $1.99
                            
                            
                            
                            1,476,137
                            
                            
                            
                            2.46
                            
                            
                            
                            1.79$3.00
      - $5.00
                            
                            
                            
                            301,480
                            
                            
                            
                            0.19
                            
                            
                            
                            3.32Totals
                            
                            
                            
                            1,777,617
                            
                            
                            
                            2.07
                            
                            
                            
                            2.05





All
options and warrants granted are vested and are exercisable as of June 30,
2009.





Options:





The
company adopted SFAS No. 123-R effective July 1, 2006 using the modified
prospective method. Under this transition method, stock compensation expense
recognized in the six months ended December 31, 2006 includes compensation
expense for all stock-based compensation awards vested during the six months
ended December 31, 2006, based on the grant-date fair value estimated in
accordance with the provisions of SFAS No. 123-R.





During
the quarter ended June 30, 2007, 180,606 options were granted to employees with
an exercise price of $1.65 per share and an expiration date of one-year. 
All options granted have been exercised as of June 30, 2007.  Using the
Black-Scholes method to value the options, the Company recorded $102,584 in
compensation expense for these options in the accompanying consolidated
financial statements.  The Black-Scholes option pricing model used the
following assumptions:





Risk-free
      interest rate
                  
                  
                  7
                  %Expected
      life
                  
                  1
      yearExpected
      volatility
                  
                  
                  83
                  %





During
the quarter ended September 30, 2007, 20,000 options were granted to two
officers with an exercise price of $1.60 per share and an expiration date of ten
years, vesting immediately.  Using the Black-Scholes method to value the
options, the Company recorded $24,320 in compensation expense for these options
in the accompanying consolidated financial statements.





The
Black-Scholes option pricing model used the following assumptions:





Risk-free
      interest rate
                  
                  
                  4.5
                  %Expected
      life
                  
                  10
      yearsExpected
      volatility
                  
                  
                  65
                  %


F-34


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





During
the quarter ened March 31, 2008, 20,000 options were granted to two officers
with an exercise price of $1.60 per share and an expiration date of ten years,
vesting immediately.  Using the Black-Scholes method to value the options,
the Company recorded $24,320 in compensation expense for these options in the
accompanying consolidated financial statements.





The
Black-Scholes option pricing model used the following assumptions:





Risk-free
      interest rate
                  
                  
                  4.5
                  %Expected
      life
                  
                  10
      yearsExpected
      volatility
                  
                  
                  65
                  %





During
the quarter ended September 30 , 2008, the Company granted 100,000 options to an
employee with an exercise price of $1.65 per share and an expiration date of 3
months, vesting immediately. Using the Black-Scholes method to value the
options, the Company recorded $89,700 in compensation expense for these options
in the accompanying consolidated financial statements.





The
Black-Scholes option pricing model used the following assumptions:





Risk-free
      interest rate
                  
                  
                  7.0
                  %Expected
      life
                  
                  0.25
      yearsExpected
      volatility
                  
                  
                  106
                  %





During
the quarter ended March 31, 2009, the Company granted 45,000 options to two
employees with an exercise price of $0.75 per share and an expiration date of 3
months, vesting immediately. Using the Black-Scholes method to value the
options, the Company recorded $8,100 in compensation expense for these options
in the accompanying consolidated financial statements.





The
Black-Scholes option pricing model used the following assumptions:





Risk-free
      interest rate
                  
                  
                  1.0
                  %Expected
      life
                  
                  0.25
      yearsExpected
      volatility
                  
                  
                  141
                  %




In
February, 2009, the Company granted 1,800,000 options to three officers in
exchange for an agreement to reduce total compensation. Such options vest
quarterly over a ten-year period. A non-cash stock compensation charge of
$139,893 is recorded during the year ended June 30, 2009.




The
Black-Scholes option pricing model used the following assumptions:





Risk-free
      interest rate
                  
                  
                  3.8
                  %Expected
      life
                  
                  10
      yearsExpected
      volatility
                  
                  
                  138
                  %
  During
the quarter ended June 30, 2009 the Company granted 23,000 options to four
employees with an exercise price of $0.32 per share and an expiration date of 4
months, vesting immediately. Using the Black-Scholes method to value the
options, the Company recorded $1,879 in compensation expense for these options
in the accompanying consolidated financial statements. The Company also granted
250,000 options to three employees with an exercise price of $0.3 per share and
an expiration date of 3 months, vesting immediately. Using the Black-Scholes
method to value the options, the Company recorded $18,000 in compensation
expense for these options in the accompanying consolidated financial statements.
The Company also granted 100,000 options to one employees with an exercise price
of $0.45 per share and an expiration date of 3 months, vesting immediately.
Using the Black-Scholes method to value the options, the Company recorded $4,100
in compensation expense for these options in the accompanying consolidated
financial statements.
 
 The
Black-Scholes option pricing model used the following assumptions:
 Risk-free
      interest rate
                                                1.13%Expected
      life
                                                0.25
      to 0.33 yearsExpected
      volatility
                                                56%
      to
99%


F-35


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Warrants:





On
October 11, 2006, the Company entered into an agreement with a consultant
whereby the Company agreed to grant the consultant a total of 100,000 warrants
with an exercise price of $1.85 and 100,000 warrants with an exercise price of
$3.70.  The warrants vest equally over the term of the agreement on a
quarterly basis commencing on January 11, 2007 and vest only upon completion of
the quarter’s service as earned.  The agreement was terminated on March 31,
2007.  The 25,000 warrants vested are exercisable until October 10, 2011
and all non-vested warrants were cancelled at the time of the agreement
termination.  During the quarter ended March 31, 2007, a total of 25,000 of
the warrants had vested.  The warrants were valued using the fair value
method at $33,987 or $1.44 and $1.28 per share and recorded during the year
ended June 30, 2007.  The Black-Scholes option pricing model used the
following assumptions:





Risk-free
      interest rate
                  
                  
                  7.0
                  %Expected
      life
                  
                  5
      yearsExpected
      volatility
                  
                  
                  100
                  %Dividend
      yield
                  
                  
                  0
                  %





In
October 2007, the investors exercised the “green shoe” clause and the Company
sold them 757,576 shares of the Company’s common stock valued at
$1,250,000.  In addition as part of the agreement, the investors were
granted 378,788 warrants with an exercise price of $1.65 and expire in five
years.





NOTE
14 – INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN





The
2001 Plan





On March
27, 2002, the Company enacted an Incentive and Non-statutory Stock Option Plan
(the “2001 Plan”) for its employees and consultants under which a maximum of
2,000,000 options may be granted to purchase common stock of the Company. 
Two types of options may be granted under the Plan: (1) Incentive Stock Options
(also known as Qualified Stock Options) which may only be issued to employees of
the Company and whereby the exercise price of the option is not less than the
fair market value of the common stock on the date it was reserved for issuance
under the Plan; and (2) Non-statutory Stock Options which may be issued to
either employees or consultants of the Company and whereby the exercise price of
the option is less than the fair market value of the common stock on the date it
was reserved for issuance under the plan.  Grants of options may be
made to employees and consultants without regard to any performance
measures.  All options issued pursuant to the Plan are nontransferable
and subject to forfeiture.





Any
Option granted to an Employee of the Corporation shall become exercisable over a
period of no longer than ten (10) years and no less than twenty percent (20%) of
the shares covered thereby shall become exercisable annually.  No
Incentive Stock Option shall be exercisable, in whole or in part, prior to one
(1) year from the date it is granted unless the Board shall specifically
determine otherwise, as provided herein.  In no event shall any Option
be exercisable after the expiration of ten (10) years from the date it is
granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
its terms, be exercisable after the expiration of ten (10) years from the date
of the Option.  Unless otherwise specified by the Board or the
Committee in the resolution authorizing such option, the date of grant of an
Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.


F-36


NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
number and exercise prices of options granted under the 2001 Plan for the years
ended June 30, 2009 and 2008 are as follows:





Exercise
                            
                            
                            
                            
                            
                            Exercise2009
                            
                            
                            Price
                            
                            
                            2008
                            
                            
                            PriceOutstanding
      and exercisable, beginning of year
                            
                            
                            16,000
                            
                            
                            $0.75
      to $1.25
                            
                            
                            
                            31,000
                            
                            
                            $0.75
      to $1.25Granted
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            -Exercised
                            
                            
                            (8,000
                            )
                            
                            $0.75
                            
                            
                            
                            (15,000
                            )
                            
                            $0.75Expired
                            
                            
                            -
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            -Outstanding
      and exercisable, end of year
                            
                            
                            8,000
                            
                            
                            $0.75
      to $1.00
                            
                            
                            
                            16,000
                            
                            
                            $0.75
      to $1.00





The
2002 Plan





In
January 2003, the Company enacted an Incentive and Non-statutory Stock Option
Plan (the “2002 Plan”) for its employees and consultants under which a maximum
of 2,000,000 options may be granted to purchase common stock of the
Company.  Two types of options may be granted under the Plan: (1)
Incentive Stock Options (also known as Qualified Stock Options) which may only
be issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the date it
was reserved for issuance under the Plan; and (2) Non-statutory Stock Options
which may be issued to either employees or consultants of the Company and
whereby the exercise price of the option is less than the fair market value of
the common stock on the date it was reserved for issuance under the
plan.  Grants of options may be made to employees and consultants
without regard to any performance measures.  All options issued
pursuant to the Plan are nontransferable and subject to forfeiture.





Any
Option granted to an Employee of the Corporation shall become exercisable over a
period of no longer than ten (10) years and no less than twenty percent (20%) of
the shares covered thereby shall become exercisable annually.  No
Incentive Stock Option shall be exercisable, in whole or in part, prior to one
(1) year from the date it is granted unless the Board shall specifically
determine otherwise, as provided herein.  In no event shall any Option
be exercisable after the expiration of ten (10) years from the date it is
granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
its terms, be exercisable after the expiration of ten (10) years from the date
of the Option.  Unless otherwise specified by the Board or the
Committee in the resolution authorizing such option, the date of grant of an
Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.





The
number and weighted average exercise prices of options granted under the 2002
Plan for the year ended June 30, 2009 and 2008 are as follows:





Exercise
                          
                          
                          
                          
                          
                          Exercise2009
                          
                          
                          Price
                          
                          
                          2008
                          
                          
                          PriceOutstanding
      and exercisable, beginning of year
                          
                          
                          882,000
                          
                          
                          $0.75
      to $5.00
                          
                          
                          
                          972,000
                          
                          
                          $0.75
      to $5.00Granted
                          
                          
                          -
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          -Exercised
                          
                          
                          (10,000
                          )
                          
                          $2.50
                          
                          
                          
                          (60,000
                          )
                          
                          $2.50Expired
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (30,000
                          )
                          
                          $0.75
      - $2.50Outstanding
      and exercisable, end of year
                          
                          
                          872,000
                          
                          
                          $0.75
      to $5.00
                          
                          
                          
                          882,000
                          
                          
                          $0.75
      to $5.00





F-37





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
2003 Plan





In March
2004, the Company enacted an Incentive and Non-statutory Stock Option Plan (the
“2003 Plan”) for its employees and consultants under which a maximum of
2,000,000 options may be granted to purchase common stock of the
Company.  Two types of options may be granted under the Plan: (1)
Incentive Stock Options (also known as Qualified Stock Options) which may only
be issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the date it
was reserved for issuance under the Plan; and (2) Non-statutory Stock Options
which may be issued to either employees or consultants of the Company and
whereby the exercise price of the option is less than the fair market value of
the common stock on the date it was reserved for issuance under the
plan.  Grants of options may be made to employees and consultants
without regard to any performance measures.  All options issued
pursuant to the Plan are nontransferable and subject to forfeiture.





Any
Option granted to an Employee of the Corporation shall become exercisable over a
period of no longer than ten (10) years and no less than twenty percent (20%) of
the shares covered thereby shall become exercisable annually.  No
Incentive Stock Option shall be exercisable, in whole or in part, prior to one
(1) year from the date it is granted unless the Board shall specifically
determine otherwise, as provided herein.  In no event shall any Option
be exercisable after the expiration of ten (10) years from the date it is
granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
its terms, be exercisable after the expiration of ten (10) years from the date
of the Option.  Unless otherwise specified by the Board or the
Committee in the resolution authorizing such option, the date of grant of an
Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.





The
number and weighted average exercise prices of options granted under the 2003
Plan for the year ended June 30, 2009 and 2008 are as follows:





Exercise
                        
                        
                        
                        
                        
                        Exercise2009
                        
                        
                        Price
                        
                        
                        2008
                        
                        
                        PriceOutstanding
      and exercisable, beginning of year
                        
                        
                        479,000
                        
                        
                        $1.00
      to $5.00
                        
                        
                        
                        745,000
                        
                        
                        $1.00
      to $5.00Granted
                        
                        
                        100,000
                        
                        
                        $1.65
                        
                        
                        
                        20,000
                        
                        
                        $1.60Exercised
                        
                        
                        (104,000
                        )
                        
                        $1.65
      to $1.98
                        
                        
                        
                        (236,000
                        )
                        
                        $1.70
      to $1.98Expired
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (50,000
                        )
                        
                        $2.64
      to $5.00Outstanding
      and exercisable, end of year
                        
                        
                        475,000
                        
                        
                        $1.60
      to $5.00
                        
                        
                        
                        479,000
                        
                        
                        $1.25
      to $5.00





The
2004 Plan





In March
2005, the Company enacted an Incentive and Non-statutory Stock Option Plan (the
“2004 Plan”) for its employees and consultants under which a maximum of
5,000,000 options may be granted to purchase common stock of the
Company.  A registration statement on form n S-8 was filed on April 7,
2006 registering the shares of common stock underlying the options in this
plan.  Two types of options may be granted under the Plan: (1)
Incentive Stock Options (also known as Qualified Stock Options) which may only
be issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the date it
was reserved for issuance under the Plan; and (2) Non-statutory Stock Options
which may be issued to either employees or consultants of the Company and
whereby the exercise price of the option is less than the fair market value of
the common stock on the date it was reserved for issuance under the
plan.  Grants of options may be made to employees and consultants
without regard to any performance measures.  All options issued
pursuant to the Plan are nontransferable and subject to forfeiture.





Any
Option granted to an Employee of the Corporation shall become exercisable over a
period of no longer than ten (10) years and no less than twenty percent (20%) of
the shares covered thereby shall become exercisable annually.  No
Incentive Stock Option shall be exercisable, in whole or in part, prior to one
(1) year from the date it is granted unless the Board shall specifically
determine otherwise, as provided herein.  In no event shall any Option
be exercisable after the expiration of ten (10) years from the date it is
granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
its terms, be exercisable after the expiration of ten (10) years from the date
of the Option.  Unless otherwise specified by the Board or the
Committee in the resolution authorizing such option, the date of grant of an
Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.





F-38





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
number and weighted average exercise prices of options granted under the 2004
Plan for the year ended June 30, 2009 and 2008 are as follows:





Exercise
                        
                        
                        
                        
                        
                        Exercise2009
                        
                        
                        Price
                        
                        
                        2008
                        
                        
                        PriceOutstanding
      and exercisable, beginning of year
                        
                        
                        3,075,425
                        
                        
                        $1.65
      to $3.00
                        
                        
                        
                        3,574,363
                        
                        
                        $1.65
      to $3.00Granted
                        
                        
                        -
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        -Exercised
                        
                        
                        (45,150
                        )
                        
                        $1.65
                        
                        
                        
                        (448,938
                        )
                        
                        $1.65
      to $2.00Expired
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (50,000
                        )
                        
                        $1.93
      to $2.89Outstanding
      and exercisable, end of year
                        
                        
                        3,030,275
                        
                        
                        $1.65
      to $3.00
                        
                        
                        
                        3,075,425
                        
                        
                        $1.65
      to $3.00





The
2005 Plan





In April
2006, the Company enacted an Incentive and Non-statutory Stock Option Plan (the
“2005 Plan”) for its employees and consultants under which a maximum of
5,000,000 options may be granted to purchase common stock of the
Company.  Two types of options may be granted under the Plan: (1)
Incentive Stock Options (also known as Qualified Stock Options) which may only
be issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the date it
was reserved for issuance under the Plan; and (2) Non-statutory Stock Options
which may be issued to either employees or consultants of the Company and
whereby the exercise price of the option is less than the fair market value of
the common stock on the date it was reserved for issuance under the
plan.  Grants of options may be made to employees and consultants
without regard to any performance measures.  All options issued
pursuant to the Plan are nontransferable and subject to forfeiture.





Any
Option granted to an Employee of the Corporation shall become exercisable over a
period of no longer than ten (10) years and no less than twenty percent (20%) of
the shares covered thereby shall become exercisable annually.  No
Incentive Stock Option shall be exercisable, in whole or in part, prior to one
(1) year from the date it is granted unless the Board shall specifically
determine otherwise, as provided herein.  In no event shall any Option
be exercisable after the expiration of ten (10) years from the date it is
granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
its terms, be exercisable after the expiration of ten (10) years from the date
of the Option.  Unless otherwise specified by the Board or the
Committee in the resolution authorizing such option, the date of grant of an
Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.





The
number and weighted average exercise prices of options granted under the 2005
Plan for the year ended June 30, 2009 and 2008 are as follows:


Exercise
                        
                        
                        
                        
                        
                        Exercise2009
                        
                        
                        Price
                        
                        
                        2008
                        
                        
                        PriceOutstanding
      and exercisable, beginning of year
                        
                        
                        1,620,000
                        
                        
                        $1.70
      to $2.55
                        
                        
                        
                        1,780,000
                        
                        
                        $1.70
      to $2.55Granted
                        
                        
                        2,195,000
                        
                        
                        $0.30
      to $0.75
                        
                        
                        
                        -
                        
                        
                        -Exercised
                        
                        
                        (493,358
                        )
                        
                        $0.30
      to $1.83
                        
                        
                        
                        (110,000
                        )
                        
                        $1.70
      to $2.55Expired
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (50,000
                        )
                        
                        $1.83
      to $2.50Outstanding
      and exercisable, end of year
                        
                        
                        3,321,642
                        
                        
                        $0.65
      to $2.50
                        
                        
                        
                        1,620,000
                        
                        
                        $1.70
      to $2.55





F-39





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





2008
Equity Incentive Plan





In May
2008, the shareholders approved the 2008 Equity Incentive Plan (the “2008 Plan”)
which provides for the grant of equity-based awards, including options, stock
appreciation rights, restricted stock awards or performance share awards or any
other right or interest relating to shares or cash, to eligible
participants.  The aggregate number of shares reserved and available
for award under the 2008 Plan is 1,000,000 (the Share Reserve). The 2008 Plan
contemplates the issuance of common stock upon exercise of options or other
awards granted to eligible persons under the 2008 Plan. Shares issued under the
2008 Plan may be both authorized and unissued shares or previously issued shares
acquired by the Company. Upon termination or expiration of an unexercised
option, stock appreciation right or other stock-based award under the 2008 Plan,
in whole or in part, the number of shares of common stock subject to such award
again become available for grant under the 2008 Plan. Any shares of restricted
stock forfeited as described below will become available for grant. The maximum
number of shares that may be granted to any one participant in any calendar year
may not exceed 500,000 shares.  All options issued pursuant to the
Plan are nontransferable and subject to forfeiture.





a)
            Stock
      Options.    Options granted under the 2008 Plan
      are not generally transferable and must be exercised within 10 years,
      subject to earlier termination upon termination of the option holder's
      employment, but in no event later than the expiration of the option's
      term.  The exercise price of each option may not be less than
      the fair market value of a share of the Company’s common stock on the date
      of grant (except in connection with the assumption or substitution for
      another option in a manner qualifying under Section 424(a) of the
      Internal Revenue Code of 1986, as amended (the Code). Incentive stock
      options granted to any participant who owns 10% or more of the Company’s
      outstanding common stock (a Ten Percent Shareholder) must have
      an exercise price equal to or exceeding 110% of the fair market value of a
      share of our common stock on the date of the grant and must not be
      exercisable for longer than five years.   Options become
      vested and exercisable at such times or upon such events and subject to
      such terms, conditions, performance criteria or restrictions as specified
      by the Committee. The maximum term of any option granted under the 2008
      Plan is ten years, provided that an incentive stock option granted to a
      Ten Percent Shareholder must have a term not exceeding five
      years.





b)
              Performance
      Awards.Under
      the 2008 Plan, a participant may also be awarded a "performance award,"
      which means that the participant may receive cash, stock or other
      awards contingent upon achieving performance goals established by the
      Committee. The Committee may also make "deferred share" awards, which
      entitle the participant to receive our stock in the future for services
      performed between the date of the award and the date the participant may
      receive the stock. The vesting of deferred share awards may be based on
      performance criteria and/or continued service with our Company. A
      participant who is granted a "stock appreciation right" under the Plan has
      the right to receive all or a percentage of the fair market value of a
      share of stock on the date of exercise of the stock appreciation right
      minus the grant price of the stock appreciation right determined by the
      Committee (but in no event less than the fair market value of the stock on
      the date of grant). Finally, the Committee may make "restricted stock"
      awards under the 2008 Plan, which are subject to such terms and conditions
      as the Committee determines and as are set forth in the award agreement
      related to the restricted stock. As of June 30, 2009, 143,000 shares have
      been issued under this plan.





NOTE
15 – COMMITMENTS AND CONTINGENCIES





Leases





The
Company’s headquarters is located in California in approximately 1,919 rentable
square feet and a monthly rent of $5,224 per month.  The term of the
lease is for two years and expires on December 31, 2009.  A security
deposit of $4,790 was made and is included in other current assets in the
accompanying consolidated financial statements.





F-40





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





The
Australia lease is a month to month lease and is rented at the rate of $1,380
per month.  The Beijing lease is a two year lease that expires in
August 2011.  The monthly rent is $3,993 per month.  The
Bangkok lease is a one year lease with monthly rent of $752. The NetSol Europe
facilities, located in Horsham, United Kingdom, are leased until June 23, 2011
for an annual rent of £75,000 (approximately $123,750). NTNA recently relocated
to the Emeryville, California location.  The Emeryville lease is a ten
year lease with monthly rent of $80,331.





The
NetSol Karachi lease is a 3 year lease that expires on December 4, 2011 and
currently is rented at the rate of $1,528 per month.  The NetSol
Islamabad lease is a 15 year lease that expires on August 31, 2016 and currently
is rented at the rate of $2,416 per month.





Upon
expiration of its leases, the Company does not anticipate any difficulty in
obtaining renewals or alternative space.   Rent expense amounted
to $1,615,038 and $807,835 for the years ended June 30, 2009 and 2008,
respectively.





The total
annual lease commitment for the next five years is as follows:





FYE
      6/30/10
                      
                      $
                      1,244,346FYE
      6/30/11
                      
                      
                      1,196,442FYE
      6/30/12
                      
                      
                      1,072,692FYE
      6/30/13
                      
                      
                      1,051,980FYE
      6/30/14
                      
                      
                      1,051,980





Lahore
Technology Campus





In May
2004, the newly built Technology Campus was inaugurated in Lahore,
Pakistan.  This facility consists of 50,000 square feet of computer
and general office space.  This facility is state of the art,
purpose-built and fully dedicated for IT and software development; the first of
its kind in Pakistan.  Title to this facility is held by NetSol
Technologies Ltd. and is not subject to any mortgages.  In order to
cater for future business expansion and taking advantage of depressing real
estate market, the company purchased two new cottages adjacent to its main
building. Total covered area of these cottages is 4,900 sq feet and it cost was
$250,000 approx. The management has moved its accounts, finance, internal audit,
company secretariat, costing and budgeting & procurement departments into
these cottages. For the recreation of its valuable human resources, the
management has also established a gymnasium there.





NetSol PK
has outgrown its current facility and has looked to other sources to house its
growing numbers of employees.  During the year ended June 30, 2007,
the owner of the adjacent land agreed to build an office to the Company’s
specifications and the Company agreed to help pay for the development of the
land in exchange for discounted rent for the next three years.  In
addition, NetSol PK has begun work on building a new building behind the current
one.  The enhancement of infra-structure is necessary to meet the
company’s growth in local and international business.





Litigation





As of
June 30, 2009 and 2008, to the best knowledge of the Company’s management and
counsel, there is no material litigation pending or threatened against the
Company.





F-41





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 16 – SEGMENT AND GEOGRAPHIC
AREAS





The
Company has identified three global regions or segments for its products and
services; North America, Europe, and Asia-Pacific.  Our reportable
segments are business units located in different global regions.  Each
business unit provides similar products and services; license fees for leasing
and asset-based software, related maintenance fees, and implementation and IT
consulting services.  Separate management of each segment is required
because each business unit is subject to different operational issues and
strategies due to their particular regional location.  We account for
intercompany sales and expenses as if the sales or expenses were to third
parties and eliminate them in the consolidation.





The
following table presents a summary of operating information and certain year-end
balance sheet information for the years ended June 30, 2009 and
2008:





F-42





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





2009
                                
                                
                                2008Revenues
      from unaffiliated customers:North
      America
                                
                                $
                                5,396,693
                                
                                
                                $
                                3,969,521Europe
                                
                                
                                3,886,337
                                
                                
                                
                                7,676,225Asia
      - Pacific
                                
                                
                                17,165,147
                                
                                
                                
                                24,996,429Consolidated
                                
                                $
                                26,448,177
                                
                                
                                $
                                36,642,175Operating
      income (loss):Corporate
      headquarters
                                
                                
                                (4,368,531
                                )
                                
                                $
                                (3,845,756
                                )North
      America
                                
                                
                                (1,768,487
                                )
                                
                                
                                (932,008
                                )Europe
                                
                                
                                (2,389,652
                                )
                                
                                
                                1,838,541Asia
      - Pacific
                                
                                
                                2,043,501
                                
                                
                                
                                10,148,442Consolidated
                                
                                $
                                (6,483,169
                                )
                                
                                $
                                7,209,219Net
      income (loss) before minority adjustment:Corporate
      headquarters
                                
                                $
                                (5,729,110
                                )
                                
                                $
                                (2,784,659
                                )North
      America
                                
                                
                                (1,875,944
                                )
                                
                                
                                (910,833
                                )Europe
                                
                                
                                (2,425,085
                                )
                                
                                
                                1,767,712Asia
      - Pacific
                                
                                
                                3,890,366
                                
                                
                                
                                12,080,101Consolidated
                                
                                $
                                (6,139,773
                                )
                                
                                $
                                10,152,321Identifiable
      assets:Corporate
      headquarters
                                
                                $
                                18,051,615
                                
                                
                                $
                                16,566,612North
      America
                                
                                
                                2,938,573
                                
                                
                                
                                1,920,508Europe
                                
                                
                                3,796,544
                                
                                
                                
                                6,233,480Asia
      - Pacific
                                
                                
                                37,982,294
                                
                                
                                
                                39,056,094Consolidated
                                
                                $
                                62,769,026
                                
                                
                                $
                                63,776,694Depreciation
      and amortization:Corporate
      headquarters
                                
                                $
                                1,434,372
                                
                                
                                $
                                1,402,219North
      America
                                
                                
                                485,142
                                
                                
                                
                                214,777Europe
                                
                                
                                623,738
                                
                                
                                
                                301,505Asia
      - Pacific
                                
                                
                                1,644,956
                                
                                
                                
                                1,419,455Consolidated
                                
                                $
                                4,188,208
                                
                                
                                $
                                3,337,956Capital
      expenditures:Corporate
      headquarters
                                
                                $
                                1,020
                                
                                
                                $
                                4,189North
      America
                                
                                
                                113,781
                                
                                
                                
                                70,443Europe
                                
                                
                                53,636
                                
                                
                                
                                56,155Asia
      - Pacific
                                
                                
                                1,925,181
                                
                                
                                
                                4,304,968Consolidated
                                
                                $
                                2,093,618
                                
                                
                                $
                                4,435,755





F-43





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





Net
revenues by our various products and services provided for the years ended June
30, are as follows:





2009
                    
                    
                    2008Licensing
      Fees
                    
                    $
                    4,786,332
                    
                    
                    $
                    12,685,039Maintenance
      Fees
                    
                    
                    6,499,419
                    
                    
                    
                    6,306,321Services
                    
                    
                    15,162,426
                    
                    
                    
                    17,650,815Total
                    
                    $
                    26,448,177
                    
                    
                    $
                    36,642,175





NOTE
17 – MINORITY INTEREST IN SUBSIDIARY





The
Company had minority interests in several of its subsidiaries.  The
balance of the minority interest as of June 30, 2009 and 2008 was as
follows:





SUBSIDIARY
                        
                        MIN INT %
                        
                        
                        MIN INT
                          BALANCE
                          2009PK
      Tech
                        
                        
                        42.04
                        %
                        
                        $
                        5,128,185NetSol-Innovation
                        
                        
                        49.90
                        %
                        
                        
                        1,235,805Connect
                        
                        
                        49.90
                        %
                        
                        
                        19,320Total
                        
                        
                        
                        
                        
                        $
                        6,383,310





SUBSIDIARY
                      
                      MIN INT%
                      
                      
                      MIN INT
                        BALANCE
                        2008PK
      Tech
                      
                      
                      41.32
                      %
                      
                      $
                      6,309,918NetSol-TiG
                      
                      
                      49.90
                      %
                      
                      
                      1,365,855Connect
                      
                      
                      49.90
                      %
                      
                      
                      182,196Total
                      
                      
                      
                      
                      
                      $
                      7,857,969





NetSol Technologies, Limited
(“NetSol PK”)





In August
2005, the Company’s wholly-owned subsidiary, NetSol Technologies (Pvt), Ltd.
(“NetSol PK”) became listed on the Karachi Stock Exchange in
Pakistan.  The Initial Public Offering (“IPO”) sold 9,982,000 shares
of the subsidiary to the public thus reducing the Company’s ownership by
28.13%.  During the quarter ended September 30, 2007, the Company was
notified by an affiliate party that they had sold their shares; therefore, the
adjusted minority ownership was increased to 37.21%.  Net proceeds of
the IPO were $4,890,224.  As a result of the IPO, the Company is
required to show the minority interest of the subsidiary on the accompanying
consolidated financial statements.




For the
fiscal years ended June 30, 2009 and 2008, the subsidiary had net income of
$3,329,683 and $9,842,805, of which $1,387,110 and $4,127,154, respectively, was
recorded against the minority interest.  The balance of the minority
interest at June 30, 2009 was $5,128,185.





F-44





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





On May 18
2007, the subsidiary’s board of directors authorized a 15% stock bonus dividend
to all its stockholders as of that date.  The net value of shares
issued to minority holders was $345,415.





On
October 19, 2007, the subsidiary’s board of directors authorized a 22% stock
bonus dividend to all its stockholders as of that date.  The net value
of shares issued to minority holders was $545,359.





On April
11, 2008, the subsidiary’s board of directors authorized a 20% stock bonus
dividend to all its stockholders as of that date.  The net value of
shares issued to minority holders was $615,335.





In
February 2008, the Company sold 948,100 shares of its ownership in NetSol PK on
the open market with a value of $1,765,615.   A net gain of
$1,240,808 was recorded as “Other Income” on these consolidated financial
statements.  As a result of the sale, the Company’s ownership in the
subsidiary decreased from 62.79% to 58.68% and the minority interest percentage
increased to 41.32%.





In April,
2009, NetSol PK issued 6,223,209 ordinary shares to the company against
settlement of loan amounting to $1,879,672 provided by the company.





In May/
June 2009, the Company sold 3,132,255 shares of its ownership in NetSol PK in
the open market with a value of $558,536. A net gain of $351,522 was recorded as
“Other Income” on these consolidated financial statements.  As a
result of the sale, the Company’s ownership in the subsidiary decreased from
58.68% to 57.96% and the minority interest percentage increased to
42.04%.





NetSol-Innovation:





In
December 2004, NetSol forged a new and a strategic relationship with a UK based
public company TIG Plc. A new Joint Venture was signed by the two companies to
create a new company, TiG NetSol Pvt Ltd., during the current year the name was
changed to NetSol-Innovation (Private) Limited, (“Extended Innovation”), with
50.1% ownership by NetSol Technologies, Inc. and 49.9% ownership by TiG (now
Innovation Group).  The agreement anticipates Innovation Group’s
technology business to be outsourced to NetSol’s offshore development
facility.





During
year ended June 30, 2005, the Company invested $253,635 and Innovation Group
invested $251,626 and the new subsidiary began operations during the quarter
ended March 31, 2005.





For the
fiscal years ended June 30, 2009 and 2008, the subsidiary had net income of
$1,033,457 and $2,133,301, of which $515,695 & $1,064,517 respectively was
recorded against minority interest. The balance of the minority interest at June
30, 2009 was $1,235,805.





On
September 26, 2007, the subsidiary’s board of directors authorized a cash
dividend of 100,000,000 Pakistan Rupees (“pkr”) or approximately
$1,651,522.  Of this amount, the Company received 50,520,000 pkr or
approximately $834,349 which has been invested in NetSol PK.  The net
value to the minority holders is approximately $817,173 and is reflected on
these consolidated financial statements.





In
October 2008, the Company’s joint-venture subsidiary, NetSol-Innovation declared
a cash dividend of 67,446,500 Pakistan Rupees (“pkr”) or approximately
$874,817.  Of this amount, the Company was due 34,073,972 pkr or
approximately $441,958. The dividend was paid during the quarter ended December
31, 2008.  The amount attributable to the minority holders is
approximately $432,859 and is reflected in the accompanying consolidated
financial statements.





F-45





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NetSol
Connect:





In August
2003, the Company entered into an agreement with United Kingdom based Akhter
Group PLC (“Akhter”).  Under the terms of the agreement, Akhter Group
acquired 49.9 percent of the Company’s subsidiary; Pakistan based NetSol Connect
Pvt Ltd. (“Connect”), an Internet service provider (“ISP”), in Pakistan through
the issuance of additional Connect shares.  As part of this Agreement,
Connect changed its name to NetSol Akhter.  The partnership with
Akhter Computers is designed to rollout connectivity and wireless services to
the Pakistani national market.





As of
June 30, 2005, a total of $751,356 had been transferred to Connect, of which
$410,781 was from Akhter.  In June 2006, a total of $40,000 cash was
distributed to each partner as a return of capital.  In addition
during the year ended June 30, 2008, and addition $20,000 of cash was
distributed to Akhter as a return of capital.





For the
fiscal years ended June 30, 2009 and 2008, the subsidiary had net loss of
$173,671 and $8,765, respectively, of which ($86,662) and ($4,374) respectively,
was recorded against the minority interest.  The balance of the
minority interest at June 30, 2009 was $19,320.





Talk Trainers (Private)
Limited (“Talk Trainers”) – NetSol Omni





In
February 2006, the Company purchased for $60,012 50.1% of the outstanding shares
in Talk Trainers (Private) Limited, (“Talk Trainers”), a Pakistan corporation
which provides educational services, professional courses, training and human
resource services to the corporate sector.  The major stockholder of
Talk Trainers was Mr. Ayub Ghauri, brother to the executive officers of the
Company, and therefore the acquisition was recorded at historical cost as the
entities are under common control.  As the effects of this transaction
are immaterial to the Company overall, no pro forma information is
provided.  During the quarter ended June 30, 2006, Talk Trainers
changed their name to NetSol Omni.





In
December 2007, the Company purchased the remaining 49.9% of the outstanding
shares from the minority shareholders with a historical value of $12,399 for
25,000 shares of the Company’s common stock valued at $76,750 (see note
12).  Also in December, the operations of the subsidiary were merged
into the operations of NetSol PK and will be reported under that subsidiary in
the future.





For the
fiscal years ended June 30, 2009 and 2008, the subsidiary had a net loss of $0
and ($10,224), of which $0 and ($781) was recorded against the minority
interest.  The balance of the minority interest at June 30, 2009 was
$0.





NOTE
18 – ACQUISITION OF McCUE SYSTEMS (now NetSol Technologies North
America)





On May 6,
2006, the Company entered into an agreement to acquire 100% of the issued and
outstanding stock of with McCue Systems, Inc. (“McCue”), a California
corporation.  The acquisition closed on June 30, 2006.





According
to the terms of the Share Purchase Agreement, the Company acquired 100% of the
issued and outstanding shares of McCue from McCue’s current shareholders, whose
identity is set forth in the Share Purchase Agreement (the “McCue Shareholders”)
at the completion date in exchange for a purchase price consisting of: a) 50% of
McCue’s total gross revenue for the audited twelve month period ending December
31, 2005 after an adjustment for any revenue occurring outside of the company’s
ordinary scope of operations as defined by US GAAP multiplied by 1.5 payable:
(i)  50% in shares of restricted common stock of the Company at the 30
day volume weighted average price (“VWAP) for each of the 30 trading days prior
to the execution date of this agreement or at the VWAP for each of the 30
trading days prior to November 30, 2005 whichever is the greater
VWAP;  and, (ii) 50% in cash; b) 25% of McCue’s total gross revenue
for the twelve months ending December 31, 2006 multiplied by 1.5 payable, at the
Company’s discretion:  (i)  wholly in cash; or (ii) on the
same basis and on the same terms as the initial payment provided that under no
circumstances shall the total number of shares of common stock issued to the
McCue Shareholders exceed 19% of the issued and outstanding shares of common
stock, less treasury shares, of the Company at May 6, 2006; and c) 25% of
McCue’s total gross revenue for the twelve months ending December 31, 2007
multiplied by 1.5 payable, at the Company’s
discretion:  (i)  wholly in cash; or (ii) on the same basis
and on the same terms as the initial payment provided that under no
circumstances shall the total number of shares of common stock issued to the
McCue Shareholders exceed 19% of the issued and outstanding shares of common
stock, less treasury shares, of the Company at May 6, 2006.





F-46




NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS




The
initial purchase price was estimated at $8,471,455 of which one-half was due at
closing payable in cash and stock.  The other half is due in two
installments over the next two years based on revenues after the audited
December 31, 2006 and 2007 financial statements are completed.  On the
closing date, $2,117,864 payable and 958,213 shares to be issued valued at
$1,628,979, adjusted for the market value at closing, was
recorded.  The cash was paid on July 5, 2006 and the shares were also
issued in July 2006.  The total amount recorded at closing was
$3,746,843.




The
purchase price was allocated as follows:





Purchase Price Allocation:Purchase
      Price
                      
                      $
                      8,471,455Less
      contingent consideration
                      
                      
                      (4,235,727
                      )Adjustment
      for valuation of shares to market at closing
                      
                      
                      (488,885
                      )Net
      purchase price
                      
                      $
                      3,746,843Net
      tangible assets
                      
                      $
                      80,245Intangible
      Assets:Product
      License
                      
                      
                      127,510Customer
      Lists
                      
                      
                      2,143,837Goodwill
                      
                      
                      1,395,251Net
      purchase price
                      
                      $
                      3,746,843





In June
2007, the second installment for the purchase of McCue Systems was determined
based on the audited revenues for the twelve month period ending December 31,
2006.  Based on the earn-out formula in the purchase agreement,
$1,807,910 was due in cash and stock.  On June 27, 2007, 397,700
shares of the 408,988 shares due of the Company’s restricted common stock were
issued to the shareholders of McCue Systems.  The balance represents
shareholders of McCue Systems that haven’t been located as of this
date.  In July and August 2007, $450,000 and $429,007 of the cash
portion was paid to the shareholders.  As a result of the second
payment the Company recorded an addition of $1,615,595 to goodwill.





In June
2008, the third and final installment for the purchase of McCue Systems was
determined based on the audited revenues for the twelve month period ending
December 31, 2007.  Based on the earn-out formula in the purchase
agreement, $1,525,632 was due in cash and stock, of which $762,816 is due in
cash and 345,131 shares were due.  On July 3, 2008, 335,604 shares of
the 345,131 shares due of the Company’s restricted common stock were issued to
the shareholders of McCue Systems.  The balance represents
shareholders of McCue Systems that haven’t been located as of this
date.  In July and August 2008, $737,868 of the cash portion was paid
to the shareholders.  As a result of the final payment the Company
recorded an addition of $1,653,254 to goodwill.





F-47





NETSOL
TECHNOLOGIES INC AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE
19 – SUBSEQUENT EVENTS





In July
2009, the Company issued a total of 20,000 shares of common stock to the
outside, independent directors of the Company.  This issuance was the
final tranche of the issuance of shares granted to such directors as
compensation for service on the board of directors.





In July
2009, the Company issued 25,000 shares of common stock to an employee as
compensation for services performed.  In August 2009, the Company
issued a total of 25,000 shares of common stock to two employees as compensation
for services performed.





In July
2009, the Company issued 53,931 to an accredited investor for services rendered
to the company. In July five employees exercised options entitling them to
a total of 123,000 shares of common stock.





In July
2009, the Company completed an offering of shares of common stock to employees
and consultants of the Company. The Company sold a total of 5,306,929 shares of
common stock for consideration of $1,093,875.  In September 2009, in
response to a notice from Nasdaq,  the Company, in agreement with the
investors who took part in this offering, raised the per share price to the
market price of the Company’s common stock (the closing bid price on the day
previous to each investor’s agreement) as a remedy to the Nasdaq violation
notice.  On September 10, 2009, the Company received notice that the
amendment had effectively remedied the violation.





On August
11, 2009, the Company closed a purchase agreement to sell convertible notes with
a total principal value of $2,000,000 (the “Notes”) to two accredited investors,
The Tail Wind Fund Ltd., and Solomon Strategic Holdings, Inc. The notes have a 1
year maturity date and are convertible into shares of common stock at the
initial conversion price of $0.63 per share, which conversion price was
determined as of July 10, 2009, the date of the purchase
agreement.  Conversion is further subject to anti-dilution protection
and subject to limitations on conversion based on Nasdaq Listing Rules and
volume limitations set forth in the documents.  The proceeds of the
offering were used by the Company to redeem the outstanding, 1,920 shares of 7%
Cumulative Convertible Preferred Stock (“Preferred Stock”).  The terms
and conditions of the Preferred Stock required the Company to redeem the shares
of Preferred Stock by June 15, 2009.  The proceeds were used to pay
the redemption price and to pay any outstanding interest and dividends due under
the terms and conditions of the Preferred Stock.





On August
16, 2009, a Holder of the 2008 Convertible Notes elected to convert $200,000
worth of principal value into 317,460 shares of common stock.  This
conversion reduces the principal value to $5,800,000 as of that
date.





F-48