UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                  Commission File Number 0-22773

(Check One)
[ ] Form 10-K and Form 10-KSB    [ ] Form 11-K
[ ] Form 20-F                    [X] Form 10-Q and Form 10-QSB    [ ] Form N-SAR

For Period Ended: March 31, 2002
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[ ] Transition Report on Form 10-K and    [ ] Transition Report on Form 10-Q and
    Form 10-KSB                               Form 10-QSB
[ ] Transition Report on Form 20-F        [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:
                                 -----------------------------------------------

    Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

    If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

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                                    PART I.

                             REGISTRANT INFORMATION

Full name of registrant  NetSol Technologies, Inc.
                         -------------------------------------------------------

Former name if applicable  NetSol International, Inc.
                           -----------------------------------------------------

Address of principal executive office (Street and number)  24025 Park Sorrento,
                                                           Ste. 220
                                                           ---------------------

City, State and Zip Code  Calabasas, CA 91302
                          ------------------------------------------------------

                                    PART II.
                             RULE 12b-25(B) and (C)

    If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

         (a)     The reasons described in reasonable detail in Part III of this
                 form could not be eliminated without unreasonable effort or
                 expense;

         (b)     The subject annual report, semi-annual report, transition
                 report on Form 10-K, Form 10-KSB, 20-F, 11-K or Form N-SAR, or
                 portion thereof, will be filed on or before the 15th calendar
                 day following the prescribed due date; or the subject quarterly
                 report or transition report on Form 10-Q, 10-QSB, or portion
                 thereof will be filed on or before the fifth calendar day
                 following the prescribed due date; and

         (c)     The accountant's statement or other exhibit required by Rule
                 12b-25(c) has been attached if applicable.

                                   PART III.
                                   NARRATIVE

    State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if needed.)

The Registrant needs additional time to file its quarterly report on Form 10-QSB
for its quarter ended March 31, 2002 because it does not have all the
information necessary to complete such report from all of its subsidiaries. The
Registrant will file its quarterly report on Form 10-QSB on or before the 5th
calendar day following the prescribed due date, May 15, 2002.


                                    PART IV.
                               OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

             Naeem Ghauri, CEO              818                 222-9195
         --------------------------     -----------        ------------------
                  (Name)                (Area Code)        (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during preceding 12 months or for such shorter
         period that the registrant was required to file such report(s) been
         filed?  If answer is no identify report(s). [X] Yes  [ ] No

(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?  [ ] Yes  [X] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made:

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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date  5-14-2002                      By  Najeeb Ghauri, Secretary
    -----------------------------      ----------------------------------------


    Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                                   ATTENTION

    Intentional misstatements or omissions of fact constitute federal criminal
violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

    1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.

    2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.

    3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

    4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.

    5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this Chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this Chapter).