10KSB/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2001
or

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22773
NETSOL INTERNATIONAL, INC.
 
(Name of small business issuer as specified in its charter)

NEVADA	95-4627685
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

24025 Park Sorrento, Suite 220, Calabasas, CA	91302
(Address of principal executive offices)	(Zip code)

(818) 222-9195 / (818) 222-9197
(Issuer’s telephone/facsimile numbers, including area code)

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

(None)

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

COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS)

1

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE
PART IV
	ITEM 13 — EXHIBITS AND REPORTS ON FORM
SIGNATURES
Exhibit 23.1
Exhibit 23.2
Exhibit 23.3

Check whether the issuer (1) 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 [   ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B, is not contained in this form and no disclosure will be continued, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to the Form 10-KSB. [   ]

Registrant’s revenues for the fiscal year ended June 30, 2001 were $6,726,836.

As of September 4, 2001, Registrant had 12,344,840 shares of its $.001 par value Common Stock issued and outstanding with an aggregate market value of the common stock held by non-affiliates of $1,484,624.61. This calculation is based upon the closing sales price of $0.21 per share on September 4, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

(None)

Transitional Small Business Disclosure Format (Check one): Yes [   ]; No [X]

PART IV

This form 10KSB 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 13 — EXHIBITS AND REPORTS ON FORM

     (a)  Exhibits

23.1	Audit Opinion of Saeed Kamran Patel & Co. for NetSol (Pvt.) Ltd.
23.2	Audit Opinion of Saeed Kamran Patel & Co. for NetSol Connect (Pvt.) Ltd.
23.3	Audit Opinion of Saeed Kamran Patel & Co. for Network Solutions (Pvt.) Ltd.

2

SIGNATURES

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

	NetSol International, Inc.
Date: November 13, 2001	BY:	/S/ NAEEM GHAURI
		Naeem Ghauri CEO

Date: November 13, 2001	BY:	/S/ RICK POOLE
		Rick Poole Chief Financial Officer

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

Date: November 13, 2001	BY:	/S/ NAJEEB U. GHAURI
		Najeeb U. Ghauri Director

Date: November 13, 2001	BY:	/S/ SALIM GHAURI
		Salim Ghauri President, Director

Date: November 13, 2001	BY:	/S/ EUGEN BECKERT
		Eugen Beckert Director

Date: November 13, 2001	BY:	/S/ IRFAN MUSTAFA
		Irfan Mustafa Chairman of the Board, Director

3 EX-23.1 3 a76698ex23-1.htm EXHIBIT 23.1

AUDITORS’ REPORT TO THE MEMBERS

We have audited the annexed balance sheet of Netsol (Pvt.) Ltd. as at June 30, 2001 and the related statement of income and cash flows for the year ended June 30, 2001 together with the notes forming part thereof, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.

It is responsibility of the Company’s Management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with the International Standards on Auditing, which are comparable in all material respects with US Generally Accepted Auditing Standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:

(a)	in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984;
(b)	in our opinion:
(i)	the balance sheet and income statements together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984 and are in agreement with the books of account and are further in accordance with accounting policies;
(ii)	the expenditure incurred during the year was for the purposes of the Company’s business; and
(iii)	the business conducted and the expenditure incurred during the year were in accordance with the objects of the Company.
(c)	in our opinion and to the best of our information and according to the explanations given to us, the balance sheet together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984 in the manner so required and give a true and fair view of the state of the Company’s affairs as at June 30, 2001 and of the loss, its cash flows for the year then ended and are in accordance with the International Accounting Standards which are comparable in all respect with US Generally Accepted Accounting Principles; and
(d)	in our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.

/S/ SAEED KAMRAN PATEL & CO. Chartered Accountants

October 12, 2001

95 — Abid Majeed Road, Lahore Cantt — Pakistan. Tel # 042 — 6655225 E-Mail: kamran@brain.net.pk

EX-23.2 4 a76698ex23-2.htm EXHIBIT 23.2

AUDITORS’ REPORT TO THE MEMBERS

We have audited the annexed balance sheet of Netsol Connect (Pvt.) Ltd. as at June 30, 2001 and the related statement of income and cash flows for the year ended June 30, 2001 together with the notes forming part thereof, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.

It is responsibility of the Company’s Management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with the International Standards on Auditing, which are comparable in all material respects with US Generally Accepted Auditing Standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:

(a)	in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984;
(b)	in our opinion:
(i)	the balance sheet and income statements together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984 and are in agreement with the books of account and are further in accordance with accounting policies;
(ii)	the expenditure incurred during the period was for the purposes of the Company’s business; and
(iii)	the business conducted and the expenditure incurred during the period were in accordance with the objects of the Company.
(c)	in our opinion and to the best of our information and according to the explanations given to us, the balance sheet together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984 in the manner so required and give a true and fair view of the state of the Company’s affairs as at June 30, 2001 and of the loss, its cash flows for the year then ended and are in accordance with the International Accounting Standards which are comparable in all respect with US Generally Accepted Accounting Principles; and
(d)	in our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.

/S/ SAEED KAMRAN PATEL & CO.	Chartered Accountants
October 12, 2001

95 — Abid Majeed Road, Lahore Cantt — Pakistan. Tel # 042 — 6655225 E-Mail: kamran@brain.net.pk

EX-23.3 5 a76698ex23-3.htm EXHIBIT 23.3

AUDITORS’ REPORT TO THE MEMBERS

We have audited the annexed balance sheet of Network Solutions (Pvt.) Ltd. as at June 30, 2001 and the related statement of income and cash flows for the year ended June 30, 2001 together with the notes forming part thereof, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.

It is responsibility of the Company’s Management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with the International Standards on Auditing, which are comparable in all material respects with US Generally Accepted Auditing Standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:

(a)	in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984;
(b)	in our opinion:
(i)	the balance sheet and income statements together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984 and are in agreement with the books of account and are further in accordance with accounting policies;
(ii)	the expenditure incurred during the year was for the purposes of the Company’s business; and
(iii)	the business conducted and the expenditure incurred during the year were in accordance with the objects of the Company.
(c)	in our opinion and to the best of our information and according to the explanations given to us, the balance sheet together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984 in the manner so required and give a true and fair view of the state of the Company’s affairs as at June 30, 2001 and of the loss, its cash flows for the year then ended and are in accordance with the International Accounting Standards which are comparable in all respect with US Generally Accepted Accounting Principles; and
(d)	in our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.

/S/ SAEED KAMRAN PATEL & CO. Chartered Accountants

October 5, 2001

95 — Abid Majeed Road, Lahore Cantt — Pakistan. Tel # 042 — 6655225 E-Mail: kamran@brain.net.pk

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EX-23.1

ex23-1

EX-23.2

ex23-2

EX-23.3

ex23-3