UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
Date of Report (Date of earliest event reported): June 9, 2005
(January 19, 2005)
Commission file number: 0-22773
NETSOL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 95-4627685
(State or other Jurisdiction of (I.R.S. Employer NO.)
Incorporation or Organization)
23901 Calabasas Road, Suite 2072, Calabasas, CA 91302
(Address of principal executive offices) (Zip Code)
(818) 222-9195 / (818) 222-9197
(Issuer's telephone/facsimile numbers, including area code)
1
Item 1.01. Entry into a Material Definitive Agreement.
On January 19, 2005, NetSol Technologies, Inc., a Nevada corporation (the
"Company") entered into a Share Purchase Agreement whereby the Company agreed to
acquire 100% of the issued and outstanding shares of CQ Systems Ltd., a company
organized under the laws of England and Wales ("CQ") (the "Share Purchase
Agreement"). Prior to the execution of the Share Purchase Agreement, there was
no relationship between the Company and any of the parties to the Share Purchase
Agreement. On March 1, 2005, the Company filed an amended current report on form
8-K including the financial statements of CQ and certain pro forma financial
statements. We are amending this current report to remove the reference to the
CQ Systems Ltd. Financial Statements for the year ended March 31, 2003 and to
add the financial statements of CQ Systems Ltd. for the period ending December
31, 2004. The financial statements and pro forma financial information has been
amended and are attached hereto.
Exhibits
Listed below are the financial statements, pro forma financial information filed
as a part of this report.
(a) Financial Statements of the Business Acquired.
(1) CQ Systems Ltd. Financial Statements for the year ended March 31, 2004
(2) CQ Systems Ltd. Financial Statements for the period ending December 31,
2004
(b) Pro Forma Financial Information.
(1) NetSol Technologies Inc. and Subsidiaries Pro Forma Financial Statements
June 30, 2004 (Unaudited)
NetSol Technologies Inc. and Subsidiaries Pro Forma Financial Statements
June 30, 2003 (Unaudited)
NetSol Technologies, Inc. and Subsidiaries Pro Forma Financial Statements
for the quarter and six months ended December 31, 2004 (Unaudited)
(c) Exhibits
2.1 Share Purchase Agreement dated as of January 19, 2005 by and between the
Company and the shareholders of CQ Systems Ltd.*
*Previously filed
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NETSOL TECHNOLOGIES, INC.
Date: June 9, 2005 /s/ Naeem Ghauri
---------------------------
NAEEM GHAURI
Chief Executive Officer
Date: June 9, 2005 /s/ Najeeb Ghauri
---------------------------
NAJEEB GHAURI
Chief Financial Officer and Chairman
2