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Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-138103
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PROSPECTUS
SUPPLEMENT NO. 1 DATED MARCH 2, 2007
(to
prospectus dated January 19, 2007)
6,933,334
SHARES OF COMMON STOCK
NETSOL
TECHNOLOGIES, INC.
This
prospectus supplement supplements the prospectus dated January 19, 2007 of
NetSol Technologies, Inc. relating to the sale by certain of our stockholders
of
our shares of common stock. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified
by
reference to the prospectus, except to the extent that the information in this
prospectus supplement supercedes the information contained in the prospectus.
The
cover
page of the prospectus, the prospectus summary, beginning on page 1, and the
plan of distribution, beginning on page 13 is hereby amended to add the
following statement:
230,863
shares of our common stock issued in to the Selling Stockholders as payment
of
interest, in lieu of cash, due to the Selling Stockholders on the conversion
date of the Convertible Note, are subject to distribution upon the effectiveness
of registration statement number 333-14028, and in accordance with a prospectus
filed by the Company in connection with such registration statement number
333-138103. Accordingly, shares offered for resale by the selling stockholders
pursuant to this prospectus may be distributed concurrently with those offered
for resale by the selling stockholders pursuant to a prospectus filed in
connection with registration statement number 333-14028.
Investing
in shares of our common stock involves risks, which are described in “Risk
Factors” beginning on page 6.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus supplement is March 2, 2007