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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM 10-KSB
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1999
or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 333-28861
NETSOL INTERNATIONAL, INC.
(Name of small business issuer as specified in its charter)
NEVADA 95-4627685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
233 WILSHIRE BLVD., SUITE 510,
SANTA MONICA, CA 90401
(Address of principal executive offices) (Zip code)
(310) 395-4073 / (310) 395-0891
(Issuer's telephone/facsimile numbers, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
(None)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
(None)
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. [ ]
As of September 17, 1999, Registrant had 7,632,065 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 $17,530,335. This calculation is based upon
the closing sales price of $5 per share on September 17, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference: (1) Form
10-KSB for the fiscal year ended June 30, 1998, filed with the SEC on October
13, 1998 (File No. 000-28861), is incorporated in Part III, Item 13(A); and (2)
Registration Statement on Form SB-2, effective with the SEC on April 27, 1998,
(Registration No. 333-28861), is incorporated in Part III, Item 13(A).
TABLE OF CONTENTS AND CROSS REFERENCE SHEET
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PART I PAGE
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Item 2 Description of Property 1
Item 3 Legal Proceedings 1
Item 4 Submission of Matters to a Vote of Security Holders 1
PART IV
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Item 13 Exhibits and Reports on Form 8-K 2
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Through its Web site, customers, potential customers and investors can
access a wide range of information about the Company's product offerings, can
configure and purchase systems on-line and can access volumes of support and
technical information about the Company.
OPERATIONS
The Company's headquarters are in Santa Monica, California. Nearly all
of the production and manufacturing is conducted at NetSol PVT in Lahore,
Pakistan. The majority of the marketing is conducted through NetSol UK.
NetSol UK services and supports the clients in Europe, while NetSol PVT
services and supports the customers in the Asia Pacific and North American
regions.
ADMINISTRATION
OFFICE FACILITIES - The Company currently leases approximately 1,200
square feet office facility in Santa Monica, California.
EMPLOYEES - The Company currently employs four full time employees and
one consultant on an "as needed" basis. In the near future, the Company
plans on hiring additional employees as needed based on the Company's growth
rate. The Company's subsidiaries have the following number of employees:
NetSol PVT - 85; NetSol UK - 25; and NetSol USA - 2.
COMPETITION
The computer software industry is highly competitive. Some of the
competitors of the Company are Research Machines, Ltd.; Viglen Computers,
Ltd.; and Akhtar, Ltd.; all based in the United Kingdom. The Company does
not believe it has any competition in Pakistan as it only caters and bids for
the offshore or overseas customers.
ITEM 2 - PROPERTIES
The Company currently leases approximately 1,200 square feet office
facility in Santa Monica, California. The month-to-month lease requires
monthly payments of approximately $1,500.
ITEM 3 - LEGAL PROCEEDINGS
To the knowledge of management, there is no material litigation pending
or threatened against the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 17, 1999 the Company's securityholders via proxy elected
additional members to the Board of Directors and approved the acquisition of
NetSol UK Ltd. and Network Solutions Pvt. Ltd. by the Company. Naeem Ghauri,
Shahab Ghauri and Salim Ghauri were elected to the Board of Directors until
the next annual meeting of the Shareholders. The acquisition and the
additional Board of Directors members were elected with the approval of over
51% of the shareholders. The Company's securityholders approved a change in
the name of the Company form Mirage Holdings, Inc. to NetSol International,
Inc. Accordingly, the Company changed its symbol from MGHI for its common
shares to NTWK and MGHIW for its warrants to NTWKW.
On April 30, 1999, the Board of Directors of the Company unanimously approved
to amend the bylaws of the Company to increase the number of Board of Director
members from maximum five members to nine members.
1
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PART IV
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
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Exhibits(3)
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3.1 Articles of Incorporation of Mirage Holdings, Inc., a Nevada
corporation, dated March 18, 1997(1)
3.2 Bylaws of Mirage Holdings, Inc., dated March 18, 19971
3.3 Amendment to Articles of Incorporation dated May 21, 1999
3.4 Amendment to Bylaws of Mirage Holdings, Inc. dated April 30, 1999
10.1 Lease Agreement, dated September 7, 1998 for Santa Monica executive
offices(2)
10.2 Company Stock Option Plan dated May 18, 1999
10.3 Employment Agreement, dated April 17, 1999 by and between Mirage
Holdings, Inc. and Najeeb U. Ghauri
10.4 Employment Agreement, dated April 17, 1999 by and between Mirage
Holdings, Inc. andSalim Ghauri
10.5 Employment Agreement, dated April 17, 1999 by and between Mirage
Holdings, Inc. and Naeem Ghauri
10.6 Acquisition Agreement, dated April 3, 1999 by and between NetSol PVT
and NetSol UK and SGO
21.1 A list of all subsidiaries of the Company
24.1 Consent of Stonefield Josephson & Company
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(1) Incorporated by reference to Registration Statement No. 333-28861 on
Form SB-2.
(2) Incorporated by reference to 10K-SB filed October 13, 1998.
(3) All Exhibits with the exception of Exhibit 3.4 are incorporated by
reference to 10K-SB filed by the Company on September 27, 1999.
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NetSol International, Inc.
Date: October 7, 1999 By: /s/ Najeeb U. Ghauri
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Najeeb U. Ghauri
President, Chief Financial Officer
and Secretary
Date: October 7, 1999 By: /s/ Salim Ghauri
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Salim Ghauri
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Date: October 7, 1999 By: /s/ Najeeb U. Ghauri
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Najeeb U. Ghauri
President, Chief Financial Officer
Secretary and Director
Date: October 7, 1999 By: /s/ Salim Ghauri
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Salim Ghauri
Chief Executive Officer, Director
Date: October 7, 1999 By: /s/ Naeem Ghauri
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Naeem Ghauri
Chief Operating Officer, Director
Date: October 7, 1999 By: /s/ Shahab Ghauri
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Shahab Ghauri
Director
Date: October 7, 1999 By: /s/ Irfan Mustafa
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Irfan Mustafa
Director
Date: October 7, 1999 By: /s/ Earl Shannon
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Earl Shannon
Director
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EXHIBIT 3.4
Amendment to Bylaws of Mirage Holdings, Inc.
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AMENDMENT
TO THE
BYLAWS
OF
MIRAGE HOLDINGS, INC.
A NEVADA CORPORATION
Pursuant to approval of the Shareholders and members of the Board of
Directors of MIRAGE HOLDINGS, INC., a Nevada corporation (the "Company"), given
on April 30, 1999 the Company's Bylaws are hereby amended as follows, effective
this 30th day of April, 1999:
Article II, Section 2 of the Bylaws of the Company is hereby amended to
delete such Section in its entirety and to replace such Section with the
following:
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of Directors of the Corporation shall be
not less than three (3) nor more than nine (9) and the exact
number of directors shall be seven (7) until changed, within
the limits specified above, by a resolution amending such
exact number, duly adopted by the Board of Directors or by
the shareholders. The minimum and maximum number of
directors may be changed, or a definite number may be fixed
without provision for an indefinite number, by a duly
adopted vote or written consent of a majority of the
outstanding shares entitled to vote; provided, however, that
an amendment reducing the fixed number or the minimum number
of directors to less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting, or the shares
not consenting in the case of an action by written consent,
are equal to more than sixteen and two-thirds (16-2/3%) of
the outstanding shares entitled to vote thereon.
/s/ Najeeb Ghauri
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Najeeb Ghauri, Secretary
