*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

This statement is filed pursuant to Rule 13d-2(a) with respect to the common stock (the "Common Stock") of NetSol Technologies, Inc. beneficially owned by the Reporting Persons specified herein as of January 31, 2011 and amends and supplements the Schedule 13G filed by The Tail Wind Fund Ltd. on June 23, 2006, as amended on February 12, 2007, July 12, 2007, July 16, 2007, January 23, 2008, August 4, 2008, February 12, 2009 and February 12, 2010 (the "Schedule 13G").

 

The names of the persons filing this Amendment No. 8 to Schedule 13G are: (1) The Tail Wind Fund Ltd., a B.V.I. corporation ("TWF"), and (2) Tail Wind Advisory & Management Ltd., a UK corporation authorized and regulated by the Financial Services Authority of Great Britain (“TWAM”), as joint filers (collectively, the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 8 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 8 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

ITEM 4.              OWNERSHIP.

       Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

 

       (a)    Amount beneficially owned:

 

              TWF:   1,657,803 shares of Common Stock*

              TWAM:          0 shares of Common Stock*

 

       (b)    Percent of class:

TWF’s beneficial ownership of 1,657,803* shares of Common Stock as of January 31, 2011 constitutes 3.2%* of all the outstanding shares of Common Stock, based upon 51,083,285 shares of Common Stock outstanding as of February 8, 2011, as reported by the issuer, plus the number of shares underlying the Warrants (as defined below).

 

TWAM’s percentage ownership is 0%.

 

       (c)    Number of shares as to which such person has:

 

              (i)    Sole power to vote or to direct the vote

                            TWF: 1,657,803*

                           TWAM: 0

              (ii)   Shared power to vote or to direct the vote

                           Not applicable.

              (iii)  Sole power to dispose or to direct the disposition of

                           TWF: 1,657,803*

                           TWAM: 0

              (iv)   Shared power to dispose or to direct the disposition of

                           Not applicable.

 

 

* TWF may be deemed to beneficially own a total of 1,657,803 shares of Common Stock (the “TWF Shares”) as of January 31, 2011, including (i) 1,131,999 shares of Common Stock held by TWF, and (ii) 525,804 shares of Common Stock issuable upon exercise of warrants issued to TWF (the “Warrants”).

 

TWAM does not beneficially own any shares of Common Stock, and is not deemed to own any shares beneficially owned by TWF since it no longer has discretionary investment authority with respect to TWF.

 

 

ITEM 5.              OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

       If this statement is being filed to report the fact that as of the date
       hereof the Reporting Persons have ceased to be the beneficial owner of
       more than five percent of the class of securities, check the following [X].

 

 

 

ITEM 10.      CERTIFICATION.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

                                       SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

 

 

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 3,822,192 shares of Common Stock of NetSol Technologies, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 12, 2010.

 

 

                                                      THE TAIL WIND FUND LTD.

                                                       

              
                                                       By:  /s/ Andrew P. MacKellar
                                                            ---------------------------------
                                                            Andrew P. MacKellar, Director

 

                                                      TAIL WIND ADVISORY & MANAGEMENT LTD.

                                                

       
                                                       By:  /s/ David Crook
                                                            ---------------------------------
                                                             David Crook, CEO