SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A





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


EXCHANGE
ACT OF 1934





FOR
THE FISCAL YEAR ENDED JUNE 30, 2010





or





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


SECURITIES
EXCHANGE ACT OF 1934





Commission
File Number 0-22773


NETSOL
TECHNOLOGIES, INC.





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





NEVADA
            95-4627685(State
      or other jurisdiction of
            (I.R.S.
      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 o 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 o





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 o





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 o                                                             Accelerated
Filer o





Non-accelerated
Filer o                                                                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 $24,096,750 based upon the closing price of the
stock as reported on NASDAQ Capital Market ($0.73 per share) on June 30, 2010,
the last business day of the registrant’s fiscal year.  As of September 6,
2010, there were 40,205,421 shares of common stock outstanding and 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









EXPLANATORY NOTE






This Form
10-K/A amends the Annual Report on Form 10-K of NetSol Technologies, Inc. (the
“Company”) for the year ended June 30, 2010 (the “Original Filing”), filed on
September 9, 2010 to correct language contained in Item 8(A)(T).   The
remainder of the 10-K filed dated September 9, 2010 remains
unchanged.




This
Form 10-K/A amends Part 2, Item 8A(T) (Controls and Procedures) in the Company's
Original Filing. Except to the extent required to reflect the above-referenced
revisions, this Form 10-K/A continues to describe the Company as of the date of
the Original Filing, and does not update disclosures to reflect events that
occurred after the date of the Original Filing. Accordingly, this Amendment
should be read in conjunction with the Original Filing and with our other
filings made with the Securities and Exchange Commission subsequent to the
filing of the Original Filing, including any amendments to those
filings.









ITEM
8(A)T




Evaluation
of Disclosure Controls and Procedures





It is the
responsibility of our management to establish, maintain, and monitor disclosure
controls and procedures that are designed to ensure that information required to
be disclosed in our reports filed or submitted under the Securities Exchange Act
of 1934 are recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission rules and forms.
Additionally, these disclosure controls include controls and procedures that are
designed to accumulate and communicate the information required to be disclosed
to our company’s Chief Executive Officer and Chief Financial Officer, allowing for
timely decisions regarding required disclosures. As of the end of the period
covered by this report, our management carried out an evaluation, under the
supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(f).  Based upon
that evaluation, the Chairman, ChiefFinancial Officer and Chief
Executive Officer concluded that our disclosure controls and procedures were
ineffective in that they failed to detect that we had omitted the conclusion
regarding Disclosure Controls and Procedures and Management’s Report on Internal
Control over Financial Reporting in the initial 10-K.




Management’s
Report on Internal Control over Financial Reporting




Our
management has the responsibility to establish and maintain adequate internal
controls over our financial reporting, as defined in Rule 13a-15(f) under the
Securities and Exchange Act of 1934. Our internal controls are designed to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our external financial statements in accordance
with generally accepted accounting principles (GAAP).




Due to
inherent limitations of any internal control system, management acknowledges
that there are limitations as to the effectiveness of internal controls over
financial reporting and therefore recognize that only reasonable assurance can
be gained from any internal control system. Accordingly, our internal control
system may not detect or prevent material misstatements in our financial
statements and 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.




Under the
supervision and participation of management, including the Chief Executive
Officer and Chief Financial Officer, we have performed an assessment of the
effectiveness of our internal controls over financial reporting as of
July 3, 2010. This assessment was based on the criteria established in
Internal Control-Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our assessment, we believe
that as of July 3, 2010, the Company’s internal control over financial
reporting is effective based on that criteria.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to rules of the SEC that permit us to provide only
management’s report in this annual report.




Changes
in Internal Control over Financial Reporting




There
have been no significant changes in our internal controls over financial
reporting during our fourth fiscal quarter ended July 3, 2010 that have
materially affected, or are reasonable likely to materially affect, the
Company’s internal control over financial reporting (as defined in Exchange Act
Rules 13a – 15(f) and 15d – 15(f)).










SIGNATURES







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




NetSol
      Technologies, Inc.Date:
      September 14, 2010
              BY:
              /S/
      NAJEEB GHAURINajeeb
      GhauriChief
      Executive OfficerDate: 
      September 14, 2010
              BY:
              /S/
      Boo-Ali SiddiquiBoo-Ali
      SiddiquiChief
      Financial Officer










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


Date:
      September 14, 2010
              BY:
              /S/
      NAJEEB U. GHAURINajeeb
      U. GhauriChief
      Executive OfficerDirector,
      ChairmanDate: 
      September 14, 2010
              BY:
              /S/ SALIM GHAURISalim
      GhauriPresident,
      APACDirectorDate: 
      September 14, 2010
              BY:
              /S/
      NAEEM GHAURINaeem
      GhauriPresident,
      EMEADirectorDate: 
      September 14, 2010
              BY:
              /S/
      EUGEN BECKERTEugen
      BeckertDirectorDate: 
      September 14, 2010
              BY:
              /S/
      SHAHID JAVED BURKIShahid
      Javed BurkiDirectorDate: 
      September 14, 2010
              BY:
              /S/
      MARK CATONMark
      CatonDirectorDate: 
      September 14, 2010
              BY:
              /S/
      ALEXANDER SHAKOWAlexander
      ShakowDirector