8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K


                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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                                  JUNE 12, 2001
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                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)


                           NETSOL INTERNATIONAL, INC.
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             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                     NEVADA
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                 (STATE OR OTHER JURISDICTION OF INCORPORATION)


            333-28861                               95-4627685
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     (COMMISSION FILE NUMBER)            (IRS EMPLOYER IDENTIFICATION NO.)


               24025 PARK SORRENTO, SUITE 220, CALABASAS, CA 91302
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 222-9195
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                              ITEM 5. OTHER EVENTS

On June 11, 2001 the management of the Registrant obtained a temporary
restraining order prohibiting Netsol Shareholders Group, LLC and the
directors it claims to have elected to the Registrant's board of directors
from taking any action whatsoever with respect to the Registrant, at least
until a court hearing scheduled for Friday, June 15, 2001. In granting the
temporary restraining order the Court found that the Registrant had shown a
reasonable probability of success on the merits of its claim, specifically
that the defendants are not properly elected members of the board of
directors of Netsol International, Inc. and that their purported election
violates Nevada law.

A copy of the Press Release announcing the temporary restraining order, which
was filed by the Registrant as DEFA14A, additional proxy soliciting materials -
definitive, with the Securities and Exchange Commission on June 12, 2001, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

                   ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits. The following documents are filed as exhibits to this report:

              99.1 Press Release dated June 12, 2001.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  June 12, 2001                  NetSol International, Inc.
                                       Registrant


                                       By: /s/ NAJEEB GHAURI
                                          ------------------------------
                                           Najeeb Ghauri
                                           Its: Chief Executive Officer

EX-99.1

FROM: NETSOL INTERNATIONAL, INC.                        CONTACT: Syed Husain
      24025 Park Sorrento                                        818/667-4815
      Calabasas, California 91302


           NETSOL INTERNATIONAL OBTAINS TEMPORARY RESTRAINING ORDER
                 NEVADA JUDGE SIDES WITH MANAGEMENT TEAM
                 ---------------------------------------

CALABASAS, Calif.--(BUSINESS WIRE)--June 12, 2001--NetSol International, Inc.
(NASDAQ: NTWK, WWW.NETSOL-INTL.COM) announced today that management obtained
a temporary restraining order yesterday, entitling it to oust the insurgent
shareholder group from Netsol's headquarters here. The insurgent group
improperly gained entry to the company's corporate offices early yesterday
morning with the assistance of armed security guards. Netsol's management
team and eight member board of directors continue to run the company. Under
the Nevada court order, the insurgent shareholder group and the directors it
claims to have elected are prohibited from taking any action whatsoever with
respect to the company, at least until the court hearing scheduled for Friday
June 15, 2001. The Court found that NetSol has shown a reasonable probability
of success on the merits of its claim, specifically that the defendants are
not properly elected members of the Board of Directors of NetSol, and that
their purported election violates Nevada law.

"We believe that the insurgent shareholder group's public claim of victory
was irresponsible, and, at the very least, premature since an independent
party has not counted the votes cast to date," stated Najeeb Ghauri, chief
executive officer of Netsol. "We are disappointed with the conduct of the
insurgent group and the manner in which they continue to conduct this
contest, which by no means is over."

Irfan Mustafa, Netsol's chairman of the board of directors, went on to say
"We remain confident that we will win this proxy contest. We are looking
forward to directing our energy towards increasing shareholder value as
opposed to fighting this wasteful proxy contest."

The company filed its definitive proxy materials with the SEC in connection
with the special meeting to be held June 19, 2001 in response to NetSol
Shareholder Group LLC's request to expand the company's board of directors
from eight to fifteen members and fill the newly created vacancies with its
hand picked nominees.

The company's board of directors urges its shareholders to contact MacKenzie
Partners, Inc. at (800) 322-2885 or PROXY@MACKENZIEPARTNERS.COM for more
information. Netsol's board of directors also urges its shareholders to read
the entire proxy statement because it contains important information.

NetSol International Inc. is an ISO-9001 certified software developer in the
global information technology industry. With an international workforce of more
than 400 employees, NetSol specializes in software development, proprietary and
asset-based leasing and finance programs, IT consulting, and creation of
eBusiness and Web-based solutions for a growing list of blue-chip customers
worldwide. Clients include Daimler Chrysler Taiwan; Mercedes Benz Financing,
Australia; Mercedes Benz Leasing, Thailand; CFS Groups U.K., St. George Bank,
Australia; GMAC in Australia, and Debis Porfolio Systems, U.K. For more
information about NetSol and its subsidiaries, visit the company's web site at
www.netsol-intl.com.

Safe Harbor Statement



This release 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 of
those products and services. A more detailed description of certain factors that
could affect actual results include those factors discussed in the Company's
filings with the United States Securities and Exchange Commission, including its
annual report on Form 10-KSB and quarterly reports on Form 10-QSB. NetSol
International Inc. undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or circumstances
after the date of this release or to reflect the occurrences of unanticipated
events. Readers are cautioned not to put undue reliance on forward-looking
statements, which speak only as of the date of this release. The company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or for any
other reason.