LESAKA TECHNOLOGIES INC - Quarter Report: 2005 September (Form 10-Q)

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

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from __________ To __________

Commission file number: 000-31203

NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

President Place, 4^th Floor, Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 27-11-343-2001

Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 42,343,337 shares of Common Stock, $0.001 par value, were outstanding at October 25, 2005.

Form 10-Q

NET 1 UEPS TECHNOLOGIES, INC.

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.
Condensed Consolidated Balance Sheets

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NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations

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NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows

See Notes to Unaudited Condensed Consolidated Financial Statements

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NET 1 UEPS TECHNOLOGIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
for the three months ended September 30, 2005 and 2004
(All amounts stated in thousands of United States Dollars, unless otherwise stated)

1. Basis of Presentation and Summary of Significant Accounting Policies

     Unaudited Interim Financial Information

     On June 7, 2004, the Company completed a transaction, which is more fully described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2005, in which the former shareholders of Net1 Applied Technology Holdings Limited, or Aplitec, acquired a majority voting interest in the Company. In accordance with U.S. generally accepted accounting principles (“GAAP”), the Company accounted for the Aplitec transaction as a reverse acquisition, which requires that the company whose shareholders retain a majority voting interest in a combined business be treated as the acquiror for accounting purposes. References to the “Company” refer to Net1 and its consolidated subsidiaries, including Aplitec, unless the context otherwise requires. References to Net1 are references solely to Net 1 UEPS Technologies, Inc.

     The accompanying unaudited condensed consolidated financial statements include all majority owned subsidiaries over which the Company exercises control and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q and include all of the information and disclosures required by GAAP for interim financial reporting. The results of operations for the three months ended September 30, 2005 and 2004 are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

     These financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

     Stock-Based Compensation

     FASB Statement No. 123 (revised 2004), Share-Based Payment, (“SFAS No. 123R”). SFAS No.123R was issued in December 2004 and replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R requires that the cost resulting from all share-based payment transactions be recognized in the financial statements at fair value and that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. SFAS No. 123R is effective for the Company from July 1, 2005. SFAS No. 123R requires public companies to account for share-based payments using the modified-prospective method and permits public companies also to account for share-based payments using the modified-retrospective method. Under the modified-prospective method, from the effective date, compensation cost is recognized based on the requirements of SFAS No. 123R for all new share-based awards and based on the requirements of SFAS No. 123 for all awards granted prior to the effective date of SFAS No. 123R that remain unvested on the effective date. The modified-retrospective method permits companies to restate, based on the amounts previously recognized under SFAS No. 123 for pro forma disclosure purposes, either all prior periods presented or prior interim periods in the year of adoption. The adoption of the modified-prospective method on July 1, 2005 by the Company is not expectedto have an impact on its overall results of operations or financial position.

     There was no stock-based compensation charge under SFAS No. 123R for the three months ended September 30, 2005. There was no stock compensation charge under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees for the three months ended September 30 2004. There would have been no charge had compensation expense for share options granted under the stock option plan been determined based on fair value at the grant dates consistent with the method required in accordance with SFAS 123.

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1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

     Translation of foreign currencies

     The functional currency of the Company is the South African rand, or ZAR, and its reporting currency is the U.S. dollar. The current rate method is used to translate the financial statements of the Company to U.S. dollars. Under the current rate method, assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average rates for the period. Translation gains and losses are reported in accumulated other comprehensive income in shareholders’ equity.

     Foreign exchange transactions are translated at the spot rate ruling at the date of the transaction. Monetary items are translated at the closing spot rate at the balance sheet date. Transactional gains and losses are recognized in income for the period.

     Recent accounting pronouncements

     FASB Statement 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3, was issued on May 30, 2005. The new statement changes the requirements for the accounting and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement that does not include specific transition provisions. The statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, and early adoption is permitted. The statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of the statement. The adoption of the statement by the Company is not expected to have an impact on its overall results of operations or financial position.

2. Goodwill and Intangible Assets

     Summarized below is the movement in the gross carrying value and accumulated amortization of goodwill for the three months ended September 30, 2005, which will no longer be amortized.

     (1) – the Foreign currency adjustment represents the effects of the fluctuations between the South African Rand and the United States dollar on the gross carrying value and accumulated amortization.

     Summarized below is the movement in the gross carrying value and accumulated amortization of goodwill for the year ended June 30, 2005, which will no longer be amortized.

     (1) – the Foreign currency adjustment represents the effects of the fluctuations between the South African Rand and the United States dollar on the gross carrying value and accumulated amortization.

2. Goodwill and Intangible Assets (continued)

     Summarized below is the carrying value and accumulated amortization of the intangible assets that will continue to be amortized under SFAS 142.

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     FTS Patent

     The Company obtained its patent for the Funds Transfer System (the “FTS Patent”) on its acquisition of Net1 Investment Holdings (Proprietary) Limited (“Net1 Holdings”) on July 12, 2000. 100% of Net1 Holdings’ issued share capital was acquired for a historical cost of approximately $3.2 million (or $4.1 million at the September 30, 2005 exchange rate of $1: ZAR6.3659), which was satisfied through the issuance of 9,750,000 shares of the Company’s common stock. In addition, a deferred taxation adjustment was required to increase the historical carrying value to $1.6 million (or $2 million at the quarter end exchange rate of $1: ZAR6.3659) . Net1 Holdings was a holding company that did not generate significant revenues or expenses and did not have significant assets or liabilities other than the FTS Patent rights for South Africa and surrounding territories, on which the Company’s smart card applications are based.

     Aggregate amortization expense on the FTS Patent for each of the three months ended September 30, 2005 and 2004, was approximately $0.15 million, respectively. Estimated amortization expense to be reported in future periods is estimated at $0.58 million per annum, however this amount could differ from the actual amortization as a result of new intangible asset acquisitions, changes in useful lives and other relevant factors.

     Contract Rights

     In December 2003, the Company entered into an agreement with various black economic empowerment partners (the “partners”) whereby the partners would provide certain services, for example, debt collection and dispute resolution, related to the Cash Paymaster Services Northern contract. The amount paid will be amortized over the contract period of three years. Amortization for each of the three months ended September 30, 2005 and 2004, is approximately $0.2 million, respectively. Estimated amortization expense to be reported in future periods is estimated at $0.86 million per annum, however this amount could differ from the actual amortization as a result of changes in the contract period and other relevant factors.

     Customer contracts and exclusive licenses

     As a result of the accounting for the Aplitec transaction as a reverse acquisition, the assets and liabilities of the Company were valued in accordance with the requirements of SFAS 141, Business Combinations. The customer contracts and exclusive licenses were valued by an independent third party and these assets were valued at approximately $0.1 million and $4.5 million, respectively, with estimated useful lives of 5 and 7 years, respectively. Amortization expense for the customer contracts and exclusive licenses for the three months ended September 30, 2005 and 2004, is $0.01 million and $0.16 million, respectively, Estimated amortization expense for the customer contracts and exclusive license to be reported in future periods is estimated at $0.02 million and $0.64 million per annum, respectively. These amounts could differ from the actual amortization as a result of changes in the useful lives and other relevant factors.

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2. Goodwill and Intangible Assets (continued)

     As required by SFAS 141, goodwill has been allocated to the Company’s reportable transaction-based activities, financial services and hardware, software and related technology sales business segments as follows:

     As required by SFAS 142, the standard has not been retroactively applied to the results for the periods prior to adoption.

3. Capital structure and creditor rights attached to the B Class Loans

     The Company’s balance sheet reflects two classes of equity - common stock and linked units.

     The linked units comprise the following instruments which are linked and cannot be traded separately:

• a right to special convertible preferred stock,

• B Class preference shares in Net1 Applied Technologies South Africa Limited (“New Aplitec”) and

• B Class loans issued by New Aplitec.

     Although the linked units include certain instruments (the B Class preference shares and the B Class loans) that are legally equity of a subsidiary of the Company, they have been treated as equity of the Company and recorded as part of shareholders’ equity in these condensed consolidated financial statements, in recognition of their substance, which is economically equivalent to that of common stock.

     The B Class loans referred to above are not considered to be a liability in accordance with SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both Equity and Liability, as New Aplitec does not have an obligation to transfer assets to its shareholders in respect of the loans. In addition, any distributions relating to the loans are solely at the discretion of New Aplitec.

     Voting rights –Holders of shares of special convertible preferred stock have the same voting rights as holders of common stock. Therefore, a linked unit-holder is able to vote on the same matters as a holder of common stock, including the selection of directors, corporate decisions submitted to shareholder vote, and decisions regarding distribution of earnings. In addition, the special convertible preferred stock does not provide any additional rights with respect to control of the Company not shared by holders of common stock.

     Dividend rights –Holders of common stock and linked units have similar rights to the distribution of the Company’s earnings.

     Liquidation rights – In the event of a liquidation of the Company or New Aplitec, the linked units are automatically convertible into common stock of the Company, thereby allowing a linked unit holder to have identical liquidation rights to a holder of common stock in the event of liquidation.

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3. Capital structure and creditor rights attached to the B Class Loans (continued)

     Sale rights – A linked unit holder can only dispose of its interest in the Company by 1) converting the linked units into common stock and 2) selling the common stock on the open market. Therefore, a holder of the linked units receives the same risk and rewards in market price fluctuation as a common stockholder of the Company.

     Common stock

     Holders of shares of the Company’s common stock are entitled to receive dividends and other distributions when declared by the Company’s board of directors out of funds available. Payment of dividends and distributions is subject to certain restrictions under the Florida Business Corporation Act, including the requirement that after making any distribution the Company must be able to meet its debts as they become due in the usual course of its business.

     Upon voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of common stock share ratably in the assets remaining after payments to creditors and provision for the preference of any preferred stock according to its terms. There are no pre-emptive or other subscription rights, conversion rights or redemption or scheduled installment payment provisions relating to shares of common stock. All of the outstanding shares of common stock are fully paid and non-assessable.

     Each holder of common stock is entitled to one vote per share for the election of directors and for all other matters to be voted on by shareholders. Holders of common stock may not cumulate their votes in the election of directors, and are entitled to share equally and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on outstanding shares of preferred stock according to its terms. The shares of Company common stock are not subject to redemption.

     Special convertible preferred stock

     The special convertible preferred stock ranks, on parity, without preference and priority, with the Company’s common stock with respect to dividend rights (except as described below) or rights upon liquidation, dissolution or winding-up of the Company. The stock is junior in preference and priority to each other class or series of preferred stock or other equity security of the Company under terms which may be determined by the board of directors to expressly provide that such other security rank senior in preference or priority to the special convertible preferred stock with respect to dividend rights or rights upon liquidation, dissolution or winding-up of the Company.

     So long as any shares of special convertible preferred stock are outstanding, the Company’s board will determine immediately prior to the declaration of any dividend or distribution (i) the portion, if any, of the Company’s assets available for such dividend of distribution that is attributable to funds or assets from New Aplitec, regardless of the manner received (the “South African Amount”) and (ii) the portion of such funds or assets that is not from New Aplitec (the “Non-South African Amount”). The South African Amount will not include amounts received from New Aplitec due to its liquidation, distribution or dividend after insolvency or winding up.

     So long as any shares of special convertible preferred stock are outstanding, (i) any dividends or distributions by the Company’s board of Non-South African Amounts must be paid pro rata to all holders of common stock and special convertible preferred stock, and (ii) and dividends or distributions by the Company’s board of South African Amounts can be paid only to holders of common stock. The Company’s board has complete discretion to declare a dividend or distribution with respect to South African Amounts or Non-South African Amounts.

     In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, all outstanding shares of special convertible preferred stock will automatically convert and holders of such stock will be entitled to receive pari passu with holders of common stock, any assets of the Company distributed for the benefit of its shareholders.

     Holders of special convertible preferred stock have the right to receive notice of, attend, speak and vote at general meetings of the Company, and are entitled to vote on all matters on which holders of common stock are entitled to vote. Each holder of special convertible preferred stock present in person, or the person representing such holder, is entitled to a number of votes equal to the number of shares of common stock that would be issued upon conversion of the special convertible preferred stock held by such holder on the record date.

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3. Capital structure and creditor rights attached to the B Class Loans (continued)

     B class preference shares

     Net1 owns 100% of the A class common stock and A class loans in issue of New Aplitec. The B class preference shares rank pari passu with the New Aplitec A class stock in respect of participation in dividends and return of capital prior to winding-up of New Aplitec. The B class preference shares shall not, however, participate in dividends or a return of capital on a winding-up of New Aplitec for any reason. However, the unit holders will participate, as the B class preference stock will automatically convert into Company common stock on a winding-up of New Aplitec. The B class preference shares cannot be sold or transferred other than to the Company pursuant to the occurrence of a trigger event. Therefore, the B class preference shares, the B class loans and the rights to receive Company special convertible preferred stock are linked together and cannot be traded separately.

     The holders of B class preference shares will only be entitled to vote on matters which directly affect the rights attaching to the B class preference shares. At every general meeting of New Aplitec at which more than one class of shareholders are present and entitled to vote, unit holders of the South African Trust which in turn holds the B class preference shares, shall be entitled, upon a poll, to that proportion of the total votes in New Aplitec which the aggregate number of B class preference shares held bears to the aggregate number of all shares entitled to be voted at such meeting (provided that no resolution for the declaration of a dividend or for the disposal of any intellectual property of New Aplitec shall be passed unless unit holders representing 50.1% of the B class preference shares present at the meeting in person or represented by proxy vote in favor of such resolution).

     B class loans

     The B class loans are unsecured and repayable as and when directed by the board of directors of New Aplitec provided that no capital may be repaid until at least 30 days have lapsed from the date of drawdown of the loans, and subject to South African Exchange Control approval. The loans will bear interest at such rates as may be determined by the board of directors of New Aplitec at the beginning of each year, but shall not be more than the prime rate as quoted by Standard Bank of South Africa Limited from time to time. Interest, if so declared by the board of directors of New Aplitec, will be payable by New Aplitec semi-annually in arrears.

     Conversion of special convertible preferred stock to common stock

     Special convertible preferred stock is convertible into shares of common stock on a one-for-one basis upon the occurrence of trigger event. With each converted share of special convertible preferred stock that is converted, the Company will receive:

• 7.368421056 B class preference shares; and

• such holder’s interest in the New Aplitec B loan accounts.

     Upon conversion, all rights with respect to shares for special convertible preferred stock will cease. Converted shares will be cancelled and have the status of authorized but unissued preferred stock, without designation as to series until such shares are once more designated as part of a particular series by the board of directors.

     During the three months ended September 30, 2005, 11,492,140 shares of special convertible preferred stock were converted to common stock. The trigger events that gave rise to these conversions were requests by linked unit-holders to sell and/or convert 84,678,914 linked units during period ended September 30, 2005. The net result of these conversions was that 84,678,914 B class preference shares and B class loans were ceded to Net1 during the period ended September 30, 2005, which converted 11,492,140 shares of special convertible preferred stock to 11,492,140 common stock in return for the ownership of the 84,678,914 B class preferred shares and B class loans. As a result of the conversion, the number of outstanding shares of common stock has increased by 11,492,140 and the number of outstanding shares of special convertible preferred stock has decreased by 11,492,140. In addition, as a consequence of the conversion, the Company now owns an additional 84,678,914 B class preferred shares and B class loans. The reduction in the B class preference shares from $0.031 million to $0.018 million is due to the cession to the Company of the B class preference shares as a result of the trigger events. The value of the B class preference shares and B class loans held by the Company is eliminated on consolidation.

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3. Capital structure and creditor rights attached to the B Class Loans (continued)

     During the three months ended September 30, 2004, 2,528,134 shares of special convertible preferred stock were converted to common stock. The trigger events that gave rise to these conversions were requests by linked unit-holders to sell and/or convert 18,628,353 linked units during period ended September 30, 2004. The net result of these conversions was that 18,628,353 B class preference shares and B class loans were ceded to Net1 during the period ended September 30, 2004, which converted 2,528,134 shares of special convertible preferred stock to 2,528,134 common stock in return for the ownership of the 18,628,353 B class preferred shares and B class loans. As a result of the conversion, the number of outstanding shares of common stock has increased by 2,528,134 and the number of outstanding shares of special convertible preferred stock has decreased by 2,528,134. In addition, as a consequence of the conversion, the Company owned 18,628,353 B class preferred shares and B class loans. The reduction in the B class preference shares from $0.038 million to $0.035 million is due to the cession to the Company of the B class preference shares as a result of the trigger events. The value of the B class preference shares and B class loans held by the Company is eliminated on consolidation.

4. Earnings per share

     The entire consolidated net income of the Company is attributable to the shareholders of the Company comprising both the holders of Net1 common stock and the holders of linked units. As described in Note 3, the linked units have the same rights and entitlements as those attached to common shares.

     As the linked units owned by holders, other than the Company, are exchangeable for special convertible preferred stock at the ratio of 7.37:1, which is then converted to common stock at the ratio of 1:1, the basic earnings per share for the three months ended September 30, 2005, for the common stock and linked units are the same and is calculated by dividing the net income by the combined weighted average number (55.3 million) of common stock (40.1 million) and special convertible preferred stock (15.2 million) in issue. Diluted earnings per share has been calculated to give effect to the number of additional shares of common stock/ linked units that would have been outstanding if the potential dilutive instruments had been issued in each period. On August 8, 2005, the underwriters of the public offering exercised their option to purchase 1,538,794 shares of the Company’s common stock and these shares were weighted to calculate earnings and diluted earnings per share for the period in issue.

     The basic earnings per share for the three months ended September 30, 2004, for the common stock and linked units are the same and is calculated by dividing the net income by the combined number (54.7 million) of common stock (25.1 million) and special convertible preferred stock (29.6 million) in issue. The common stock and special convertible preferred stock used to calculated earnings per share has been adjusted for the one-for-six reverse stock split approved by the Company’s board of directors on June 2, 2005, which became effective June 13, 2005.

     The weighted average number of outstanding shares for the three months ended September 30, 2005 and 2004, presented below includes the common stock as well as the special convertible preferred stock, as the holders of special convertible preferred stock have the same rights and entitlements as those attached to the common stock.

     The following tables detail the weighted average number of outstanding shares used for the calculation of earnings per share as of September 30, 2005 and 2004.

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4. Earnings per share

5. Comprehensive income

     The Company’s comprehensive income consists of net income and foreign currency translation gains and losses which, under GAAP, are excluded from net income. Total comprehensive income for the three months ended September 30, 2005 and 2004 was:

6. Operating segments

     The Company discloses segment information in accordance with SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information (“SFAS 131”), which requires companies to determine and review their segments as reflected in the management information systems reports that their managers use in making decisions and to report certain entity-wide disclosures about products and services, major customers, and the material countries in which the entity holds assets and reports revenues.

     The Company currently has four reportable segments which each operate mainly within South Africa: Transaction-based activities, Smart card accounts, Financial services and Hardware, software and related technology sales. The Company also has a Corporate/ Eliminations segment. The Company’s reportable segments offer different products and services and require different resources and marketing strategies and share the Company’s assets.

     The Transaction-based activities segment currently consists mainly of a state pension and welfare benefit distribution service provided to provincial governments in South Africa. Fee income is earned based on the number of beneficiaries included in the government pay-file. In addition, this segment generates fee income from the merchant retail application launched during the year ended June 30, 2005. This segment has individually significant customers that each provides more than 10% of the total revenue of the Company. For the three months ended September 30, 2005, there were three such customers, providing 38%, 19% and 12% of total revenue (2004: three such customers, providing 35%, 20% and 11% of total revenue).

     The Smart card accounts segment derives revenue from the provision of smart card accounts, as a fixed monthly fee per card is charged for the maintenance of these accounts.

     The Financial Services segment derives revenue from the provision of short-term personal lending activities and life insurance products. Interest income is recognized in the income statement as it falls due, using the interest method by reference to the constant interest rate stated in each loan agreement.

     The Hardware, software-related and technology sales segment markets, sells and implements the Universal Electronic Payment System (“UEPS”). The segment undertakes smart card system implementation projects, delivering hardware, software and business solutions in the form of customized systems. This segment generates rental income from hardware sold to merchants enrolled in the Company’s merchant retail application launched during the year ended June 30, 2005.

     Corporate / eliminations include the Company’s head office cost centers in addition to the elimination of inter-segment transactions.

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6. Operating segments (continued)

     The Company evaluates segment performance based on operating income. The following tables summarize segment information which is prepared in accordance with US GAAP:

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6. Operating segments (continued)

     The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented.

7. Pre-funded social welfare grants receivable

     The pre-funded social welfare grants receivable represents the amounts due from the Eastern Cape and KwaZulu Natal provincial governments, as the Company pre-funds social welfare grant payments in these provinces. These amounts are typically received within one week after the period end. The June 30, 2005 amount was previously included in accounts receivable in the Company’s Annual Report on Form 10-K.

8. Deferred expenditure on smart cards

     The deferred expenditure on smart cards represents amounts paid for smart cards used in the administration and distribution of grants to beneficiaries. These expenditures are deferred and written off over the period of the contract with the provincial government.

9. Costs related to public offering and Nasdaq listing

     The Company completed the public offering and Nasdaq listing in August 2005. The Company incurred the following costs in connection with this transaction during the three months ended September 30, 2005 and the year ended June 30, 2005:

     The Other category includes costs to date related to venue hire, travel, bank charges and other miscellaneous expenses related to the public offering and Nasdaq listing. These costs are non-deductible for taxation purposes.

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     Underwriting discounts and commissions of $2.4 million were incurred relating to the underwriters exercising their overallotment option. The discounts and commissions have been charged directly to additional paid in capital.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing elsewhere in this Form 10-Q. On June 7, 2004, we completed a transaction, which we more fully describe in our Annual Report on Form 10-K for the year ended June 30, 2005 in which the former shareholders of Net1 Applied Technology Holdings Limited, or Aplitec, acquired a majority voting interest in us. In accordance with U.S. generally accepted accounting principles, or GAAP, we accounted for the Aplitec transaction as a reverse acquisition, which requires that the company whose shareholders retain a majority voting interest in a combined business be treated as the acquiror for accounting purposes. References to “we,” “our” and “us” refer to Net1 and its consolidated subsidiaries, including Aplitec, unless the context otherwise requires. When we refer to Net1, we are referring solely to Net 1 UEPS Technologies, Inc.

Forward-looking statements

     Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such factors include, among other things, those listed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2005. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.

     Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to update any of the forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

     You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and which we have filed with the Securities and Exchange Commission completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview

     We provide our universal electronic payment system technology as an alternative payment system to the un-banked and under-banked populations of developing economies. We believe that we are the first company worldwide to implement a system that can enable the estimated four billion people who generally have limited or no access to a bank account to effect affordably electronic transactions with one another, government agencies, employers, merchants and other financial services providers. To do this, we have developed and deployed the universal electronic payment system, or UEPS. This system uses secure smart cards that operate in real time but offline, unlike traditional payment systems offered by major banking institutions that require immediate access through a communications network to a centralized computer. This offline capability means that users of our system can enter into transactions at any time with other card holders in even the most remote areas so long as a portable offline card reader is available. In addition to payments and purchases, our system can be used for banking, health care management, international money transfers, voting and identification.

     South Africa is the first major market where we achieved significant success and a high penetration rate in the areas we targeted. We believe that our operating experience in South Africa demonstrates the success of our business model in a developing economy. According to estimates made by Statistics South Africa, as of mid-2005, South Africa has a population of approximately 46.9 million people, of which an estimated 50% live below the poverty line. The South African unemployment rate is estimated at approximately 26.5% . The success we have achieved in South Africa since commencing operations in December 1997 has primarily resulted from servicing the needs of the poorest section of the population – those who are dependent on government social welfare grants. We have designed and implemented a complete business model involving the payment, and subsequent spending, of these grants through our smart cards and UEPS technology, which provides us with the opportunity to earn multiple sources of revenue and provides our card holders with affordable functionality and lifestyle improvement. The South African government is also actively involved in a number of initiatives which may present us with opportunities to export our South African achievements, such as the New Partnership for Africa’s Development and the India-Brazil-South Africa Dialogue Forum, which is currently considering the establishment of an economic trade bloc between these three countries.

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     On the African continent outside South Africa, we have implemented our systems at the request of a variety of customers in Ghana, Rwanda, Burundi, Malawi and Mozambique, which are some of the poorest countries in the world. In Malawi, our system has been implemented by the Reserve Bank of Malawi as a national payment system. We are not actively involved as either investors or operators in any of these systems, but we believe that our experience and success in South Africa, together with our understanding of trade in Africa, will permit us to take advantage of new opportunities both in and outside South Africa, which in some instances, may involve acquiring an equity stake in new or existing businesses.

     Public Offering and Nasdaq Listing

     In August 2005, we completed an underwritten public offering of our common stock and listed our common stock on the Nasdaq National Market. In the offering, selling shareholders sold 10,258,625 shares of our common stock at a public offering price of $22.00 per share. The selling shareholders included employees that sold our stock and officers that exercise stock options which resulted in proceeds to us of $0.7 million. Pursuant to the underwriting agreement, we granted the underwriters an option to purchase 1,538,794 shares at the public offering price to cover overallotments. The underwriters exercised this option and concurrently with the closing of the offering, we received net proceeds of $31.5 million from the underwriters. In addition, concurrently with the offering, certain of the selling shareholders sold 3,409,091 shares of our common stock at the public offering price in a private placement to investment entities affiliated with General Atlantic LLC. In connection with the public offering and Nasdaq listing, we effected a one for six reverse stock split which became effective on June 13, 2005.

Current Trends Affecting Our Business

     Government decision making

     We currently derive a significant portion of our revenues from our contracts with various South African provincial governments. The national South African government passed legislation in 2004 for creation of the South African Social Security Agency, or SASSA. The primary purpose of SASSA is to consolidate at the central government level the administration of social welfare grants. We believe that our successful record with our provincial government contracts will provide us with a good opportunity to benefit from the transition to national administration of social welfare grants because we may be able to obtain contracts to distribute grants in provinces with which we do not currently have a contractual relationship. However, there is a chance that this consolidation could lead to our losing our current contracts if the SASSA decides to appoint a single contractor to provide social welfare grant distribution and we were not chosen. During this transition period, our existing provincial government contracts will continue to be governed by their respective terms.

     When a provincial government contract expires, whether at its originally scheduled expiration date or at the end of any applicable extension period, we must successfully re-tender in order to retain the contractual relationship. Usually, such a tender must be submitted as part of a competitive tender process. The fact that we previously held a particular contract does not necessarily mean that it will be awarded to us again. To date, we have successfully renewed every provincial government contract which we have been awarded. In addition, there have been occasions when a contract has not been formally renewed prior to its originally scheduled expiration date or expiration of the extension period, but in each of these cases, we and the provincial government have continued to operate under the terms of the expired contract until execution of a new contract.

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     Progress of our Merchant Acquiring Project

     The following chart shows the growth in the value of loads at merchant locations and the transactions (expenditures) processed through our installed base of POS devices during the fifteen month period beginning July 1, 2004, when we implemented our merchant acquiring project, through September 30, 2005, by pay cycle:

Expenditure and loads at merchant locations in South African Rand per pay cycle

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     The following graph shows the number of beneficiary grants loaded at merchant locations, per pay cycle, for the fifteen month period ended September 30, 2005:

Number of benefiary grants loaded at merchant locations

     Implementation of new UEPS systems

     The implementation of new UEPS systems, particularly in developing economies outside our current markets, is a vital component of our future growth. We are currently exploring a number of opportunities to implement UEPS systems and to participate as minority investors in these projects. The success of these endeavors are, however, subject to a number of factors over which we have little or no control, such as finding suitable partners with the appropriate financial, business and technical backing and continued governmental support for planned implementations. In some countries, finding suitable partners and obtaining the appropriate support from the government involved may take a number of years before we can commence implementation.

     As part of our strategy to implement new UEPS systems in developing economies we entered into a shareholders agreement with Namibia Post Limited, or NamPost to create SmartSwitch Namibia, a Namibian company. Under this agreement, we, together with NamPost, have agreed to implement and operate a UEPS smart card based switching system in Namibia. We and NamPost each own 50% of SmartSwitch Namibia, which will own the Namibian switch. We expect the Service Level Agreement between SmartSwitch Namibia and NamPost to be finalized and signed during the second quarter of fiscal 2006.

     The system, the first of its kind in Namibia, is intended to improve the banking system in the country. NamPost, as the first customer of the switch, is expected to increase its market share in the financial services arena and position itself as the leading player in serving the unbanked and under-banked citizens of Namibia. We expect that SmartSwitch Namibia will initially issue approximately 300,000 UEPS smart cards to NamPost’s existing customer base.

     Together with NamPost we have capitalized SmartSwitch Namibia with approximately $3.7 million (ZAR 23 million), at September 30, 2005, foreign exchange rates, in start-up capital and loans, contributed equally by both parties. The proceeds will be utilized by SmartSwitch Namibia for the acquisition of hardware and software from us and for general working capital purposes. We expect to generate gross revenues of approximately $4.6 million (ZAR 29 million), at the September 30, 2005 rate, through the sale of software and hardware, including POS terminals and smart cards, over the next six months. As we own 50% of SmartSwitch Namibia we are required under GAAP to eliminate 50% of the net income generated from sales to SmartSwitch Namibia. In accordance with GAAP, we will recognize this net income from these hardware and software sales during the period in which the hardware and software we have sold to SmartSwitch Namibia is utilized in its operations, or has been sold to third party customers, as the case may be.

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     SmartSwitch Namibia did not operate in the first quarter of fiscal 2006. However, as of September 30, 2005, licenses and software had been made available for collection to SmartSwitch Namibia and net income has been recognized by us. No hardware has been made available for collection, however, a deposit for some of the hardware to be sold to SmartSwitch Namibia was received and has been deferred until the goods are available for collection by SmartSwitch Namibia. The net income related to these sales will be recognized by us once the hardware has been made available for collection to SmartSwitch Namibia, which we expect to occur between December 2005 and February 2006.

     Phase 1 of the project involves the transfer of all NamPost’s banking products to the smart card, offering affordability, security, simplicity and flexibility. Negotiations are currently in place with other financial institutions and companies who wish to participate as customers of SmartSwitch. We expect the suite of smart card applications to include banking, retail, money transfers, third party bill payments, wages and social security grants.

     We expect the rollout to NamPost’s 120 service branches and to merchant stores to be implemented during November 2005 and January 2006, with an expected launch date of mid-February 2006.

Critical Accounting Policies

     Our annual financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques.

     Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially may result in materially different results under different assumptions and conditions. Management has identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K for the year ended June 30, 2005.

• Deferred taxation
• Accounts receivable and provision for doubtful debts
• Research and development

Recent Accounting Pronouncements

     FASB Statement No. 123 (revised 2004), Share-Based Payment, (“SFAS No. 123R”). SFAS No.123R was issued in December 2004 and replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R requires that the cost resulting from all share-based payment transactions be recognized in the financial statements at fair value and that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. SFAS No. 123R is effective for the Company from July 1, 2005. SFAS No. 123R requires public companies to account for share-based payments using the modified-prospective method and permits public companies also to account for share based payments using the modified-retrospective method. Under the modified-prospective method, from the effective date, compensation cost is recognized based on the requirements of SFAS No. 123R for all new share-based awards and based on the requirements of SFAS No. 123 for all awards granted prior to the effective date of SFAS No. 123R that remain unvested on the effective date. The modified-retrospective method permits companies to restate, based on the amounts previously recognized under SFAS No. 123 for pro forma disclosure purposes, either all prior periods presented or prior interim periods in the year of adoption. The adoption of the modified-prospective method on July 1, 2005, is not expected to have an impact on our overall results of operations or financial position.

     FASB Statement 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3, was issued on May 30, 2005. The new statement changes the requirements for the accounting and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement that does not include specific transition provisions. The statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, and early adoption is permitted. The statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of the statement. The adoption of the statement is not expected to have an impact on our overall results of operations or financial position.

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Currency Exchange Rate Information

     Actual exchange rates

     The actual exchange rates for and at the end of the periods presented were as follows:

US $: ZAR Exchange Rates

     Translation exchange rates

     We are required to translate our results of operations from ZAR to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the three months ended September 30, 2005 and 2004, vary slightly from the averages shown in the table above. The translation rates we use in presenting our results of operations are the rates shown in the following table:

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Results of operations

     The discussion of our consolidated overall results of operations is based on amounts as reflected in “Item 1 Financial Statements” which are reported in U.S. dollars and are prepared in accordance with U.S. GAAP. Our discussion analyzes our results of operations both in U.S. dollars and supplementally in ZAR, because ZAR is the functional currency of the entities which contribute the majority of our profits and is the currency in which the majority of our transactions are initially incurred and measured. Due to the significant impact of currency fluctuations between the U.S. dollar and ZAR on our reported results and because we use the U.S. dollar as our reporting currency, we believe that the supplemental presentation of our results of operations in ZAR is useful to investors to understand the changes in the underlying trends of our business.

     We analyze our business and operations in terms of four inter-related but independent operating segments: (1) transaction-based activities, (2) smart card accounts, (3) financial services, and (4) hardware, software and related technology sales. In addition, corporate eliminations is a fifth segment which we analyze and which consists of corporate and corporate office activities that are impracticable to ascribe directly to any of the other operating segments, as well as any inter-segment eliminations.

     Three Months Ended September 30, 2005 Compared to the Three Months Ended September 30, 2004

     The following factors had a significant influence on our results of operations during the periods:

• unfavorable fluctuations in the exchange rate between the South African rand, or ZAR, which is our functional currency, and the U.S. dollar, which is our reporting currency;
• commencement during the first quarter of fiscal 2005 of the Nedbank project to deliver POS devices and the conclusion of the project in during the third quarter of fiscal 2005;
• commencement during the first quarter of fiscal 2006 of another Nedbank project to deliver POS devices and related hardware to Nedbank;
• charges related to our public offering and listing on the Nasdaq National Market; and
• the continued adoption of our merchant acquiring project.

     Consolidated overall results of operations

     This discussion is based on the amounts which were prepared in accordance with US GAAP.

     The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

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     Analyzed in ZAR, the increase in revenue for the three months ended September 30, 2005, was primarily due to the the higher volumes in our transaction-based activities.

     The increase in operating income margin to 44% for the three months ended September 30, 2005, from 38% for the three months ended September 30, 2004, was primarily due to improved efficiencies across all activities, the continued adoption of our merchant acquiring initiative, the sale of high-margin software to SmartSwitch Namibia and a significantly improved contribution from our contract to pay social welfare grants in the Eastern Cape province. We anticipate that as we continue to enroll participating retailers in our system, we will experience increased utilization of the installed base of our POS devices, which should result in further improvements in our operating income margins.

     In addition, we devoted significant management time and incurred significant expenses in the three months ended September 30, 2005, in order to complete and comply with the provisions of the Sarbanes Oxley Act of 2002, or Sarbanes, particularly Section 404 of Sarbanes. The majority of the $0.2 million (ZAR 1.0 million) incurred during the quarter represents fees paid to external advisors and auditors related to the attestation of our Section 404 compliance. These costs are included in the General and Administration expenses line-item. Our continued compliance with Sarbanes may require similar levels of internal and external time and expense in the future. We completed our public offering and Nasdaq listing in August 2005. In addition to the $1.8 million (ZAR 11.3 million) incurred during the fourth quarter of fiscal 2005, we incurred an additional $1.5 million (ZAR 9.6 million) in the first quarter of fiscal 2006 related to legal fees, printing costs, registration and filing and accounting fees.

     Interest Received and Finance Costs

     Interest received consists of interest received on our surplus cash, while finance costs consist of interest paid on short-term borrowings. We have a unique cash flow cycle due to our obligations to pre-fund the payments of social welfare grants in the KwaZulu-Natal and Eastern Cape provinces. We provide the funds required for the grant payments on behalf of these provincial governments from our own cash resources and are reimbursed within two weeks by the KwaZulu-Natal and Eastern Cape governments, thus exposing ourselves to these provinces’ credit risk. These obligations result in a peak funding requirement, on a monthly basis, of approximately $47.2 million (ZAR 300 million) for the KwaZulu-Natal contract and $44.0 million (ZAR 280 million) for the Eastern Cape contract. The funding requirements are at peak levels for the first three weeks of every month during the year. The pre-funding requirement for the KwaZulu-Natal and Eastern Cape contracts has increased, however our finance costs have decreased due to the adjustment in the South African prime interest rate from an average of approximately 11.25% per annum for the three months ended September 30, 2004, to 10.5% per annum for the three months ended September 30, 2005. Thus, finance costs decreased from $2.9 million (ZAR 18.5 million) for the three months ended September 30, 2004, to $1.9 million (ZAR 12.4 million) for the three months ended September 30, 2005.

     Analysed in ZAR, interest on surplus cash for the three months ended September 30, 2005, decreased to $2.8 million (ZAR 18.2 million) from $3.6 million (ZAR 23.0 million) for the comparable period during the prior quarter due to the lower interest rates during this period, partially offset by higher average cash balances on hand during this period.

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     Taxation

     Total tax expense for the three months ended September 30, 2005 was $8.4 million (ZAR 54.7 million) compared with $7.2 million (ZAR 46.0 million) during the same period in the prior quarter. The increase was due to our increased profitability in all segments.

     In February 2005, the Finance Minister of South Africa announced in his annual budget speech for the 2005/2006 tax year the decrease in statutory rate of taxation for South African domiciled companies from 30% to 29% for all fiscal years ending on or after April 1, 2005. As of June 30, 2005, the change in the rate had not been promulgated by parliament in South Africa and thus was not the enacted rate as described in Statement of Financial Accounting Standard 109, Accounting for Income Taxes. The rate was promulgated on July 19, 2005, which has resulted in a decrease in our distributed rate (i.e. the statutory rate plus the effects related to a charge for Secondary Tax on Companies, or STC, which is currently 12.5%) from 37.78% to 36.89% . The effect of this change is included in the first quarter of 2006 tax expense and is approximately $0.2 million (ZAR 1.0 million).

     Results of operations by operating segment

     The composition of revenue and the contributions of our business activities to operating income are illustrated below.

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     Transaction-based activities

     In U.S. dollars, revenues increased by 14% for the three months ended September 30, 2005, from the comparable period in 2004. Operating income increased by 46% for the three months ended September 30, 2005, from the comparable period in 2004.

     In ZAR, revenues increased by 16% for the three months ended September 30, 2005, from the comparable period in 2004. Operating income increased by 49% for the three months ended June 30, 2005, from the comparable period in 2004.

     These increases in revenues and operating income were due primarily to the continued adoption of our merchant acquiring system in four of the five provinces where we distribute welfare grants, increased transacting ability at participating retailers’ POS devices in these four provinces, and higher volumes from our provincial contracts. We discuss these factors in more detail below.

     • Continued adoption of our merchant acquiring system: During July 2004, we began a major drive to install POS devices in rural areas where the majority of our card holders spend their social welfare grants. The ability of our card holders to load their grants at these retailers and to spend these amounts on goods and services, without the need to convert the full amount to cash, represents the basic underlying principles of the UEPS functionality. We believe that the installation of these POS devices has resulted in a significant improvement in the lifestyle of our card holders, while reducing our costs to deliver social welfare grants in cash to these individuals. The growth in the number of POS devices installed and, the number of new UEPS participating retail locations and the total value of transactions processed through these terminals is summarized in the tables below:

     (1) NC = Northern Cape, EC = Eastern Cape, KZN = KwaZulu-Natal, L = Limpopo, NW = North West

     The number of terminals installed and merchants participating in the our merchant acquiring program is reaching maturation in certain provinces which has resulted in a decrease in both terminals installed and merchants participating in the program compared with the quarter ended June 30, 2005. With the first phase of establishing a merchant network nearing completion in some provinces, we are now able to focus on the next phase of our merchant acquiring program, which is to promote the benefits of loading welfare grants at participating retailers compared with at a pay point. During the month of September 2005, 608,570 of our estimated 3.4 million card holders elected to receive their grants via our merchant network compared with visiting a paypoint. The comparable information is not available.

     • Higher volumes from our provincial contracts: We have experienced growth in most of the provinces where we administer payments of social welfare grants. This growth has been mainly due to new qualifying criteria announced in 2003 by the South African government that increased the eligibility for child support grants, and an increase in the number of disability grants approved by the various provincial governments. In total, the volume of payments processed during the three months ended September 30, 2005 increased 6.32% to 10, 139,242 from the comparable period during 2004.

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     The higher volumes under existing provincial contracts during the three months ended September 30, 2005, as well as average revenue per grant paid, are detailed below:

     (1) Average Revenue per Grant Paid excludes $0.85 (ZAR 5.50) related to the provision of smart card accounts.

     (2) Average Revenue per Grant Paid excludes $0.86 (ZAR 5.50) related to the provision of smart card accounts.

     A - in ZAR, the increase in the Average Revenue per Grant Paid in KwaZulu-Natal is primarily due to the re-registration fees for mainly disability grant recipients, who were removed off the government’s system during fiscal 2005 and subsequently re-instated during fiscal 2006.

     B - in ZAR, the increase in the Average Revenue per Grant Paid in Limpopo is due to the once-off registration fees charged for the ongoing enrollment of new benficiaries . The fee charged for payment is significantly less than the fee charged for registration.

     C - in ZAR, the increase in the Average Revenue per Grant Paid in North West is primarily due to an inflation price increase negotiated with the North West government during July 2005. This inflation price increase included an amount of $0.4 million (ZAR 2.6 million) which was granted retrospectively to July 2004 and paid in the first quarter of fiscal 2006. The effect of this retroactive payment is not reflected in the Average Revenue per Grant Paid in the table above.

     D - in ZAR, the decrease in the Average Revenue per Grant Paid in Northern Cape is primarily due to fewer registration fees charged.

     E - in ZAR, the decrease in the Average Revenue per Grant Paid in the Eastern Cape is due to fewer registration fees charged. The fee charged for payment is significantly less than the fee charged for registration.

     Operating income margin for the three months ended September 30, 2005 increased to 51% from 40% for the three months ended September 30, 2004. These profit margin improvements were mainly due to:

• the increased volumes as detailed in the table above;
• the inflation adjustment to the price charged in the North West province; and
• the increase in the number of social grant beneficiaries paid through our POS device infrastructure at participating retailers, instead of payment using more costly automated cash dispensers.

     Smart card accounts

     In U.S. dollars, revenues increased by 4% for the three months ended September 30, 2005, from the comparable period in 2004. Operating income increased by 4% for the three months ended September 30, 2005, from the comparable period in 2004.

     In ZAR, revenues increased by 6% for the three months ended September 30, 2005, from the comparable period in 2004. Operating income increased by 6% for the three months ended June 30, 2005, from the comparable period in 2004.

     Operating income margin from providing smart card accounts was constant at 45% for each of the three months ended September 30, 2005 and 2004.

     Revenue from the provision of smart card based accounts grew in proportion to the higher number of beneficiaries serviced through our social welfare payment contracts. A total number of 3,398,516 smart card-based accounts were active at September 30, 2005, compared to 3,372,665 active accounts as of September 30, 2004. The increase in the number of active accounts resulted from an increase in the number of beneficiaries in all provinces qualifying for government grants due to the efforts of the South African government to provide social assistance to the very old and very young.

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     Financial services

     In U.S. dollars, revenues decreased by $0.8 million for the three months ended September 30, 2005, from the comparable period in 2004. Operating income decreased by $0.6 million for the three months ended September 30, 2005, from the comparable period in 2004.

     In ZAR, revenues decreased by ZAR 4.6 million for the three months ended September 30, 2005, from the comparable period in 2004. Operating income decreased by ZAR 3.3 million for the three months ended June 30, 2005, from the comparable period in 2004.

     Revenues and operating income from UEPS-based lending decreased during the first quarter of fiscal 2006. We offer the UEPS-based loans to our beneficiaries with the primary purpose of assisting them to repay expensive loans with other loan providers and to escape the debt spiral that they are trapped in. Once our UEPS-based loans are repaid, we believe that the beneficiaries have an enhanced ability to remain debt-free, or take loans in amounts smaller than the original refinancing facility we offered to them. In addition, we continuously revise the interest rates charged on our UEPS-based loans, as part of our ongoing commitment to the South African government to provide affordable financial services to the unbanked population of the country. A further benefit of our UEPS-based lending is that cardholders have more disposable income to spend, including through our merchant acquiring base.

     The loan portfolio of the traditional microlending businesses remained static as a result of our strategic decision not to grow this business aggressively.

     Our current UEPS-based lending portfolio comprises loans made to elderly pensioners in some of the provinces where we distribute social welfare grants. We insure the UEPS-based lending book against default and thus no provision is required. We consider UEPS-based lending less risky than traditional microfinance loans because the grants are distributed to these lenders by ourselves and these loans are insured. We establish an allowance for doubtful traditional microlending loans in respect of which we consider it likely that all or a portion of the principal amount of the loan or interest thereon will not be repaid by the borrower. We consider default likely after a specified period of non-payment, which is generally not more than 150 days. We assess this allowance based on a review by management of the ageing of outstanding amounts, the payment history in relation to those specific accounts and the overall default history.

The key indicators of these businesses are illustrated below:

     As described in our Annual Report on Form 10-K for the year ended June 30, 2005, the significant reduction in both gross finance loans receivable and allowance for doubtful finance loans receivable is due to the write-off in fiscal 2005 of amounts that were not recoverable, of approximately $5.5 million (ZAR 32.3 million). This did not have an impact on net income as the loans had been fully provided for in previous periods.

     Operating income margin for the financial services segment decreased to 43% for the three months ended September 30, 2005 from 47% for the three months ended September 30, 2004, primarily due to a decrease in the UEPS-based lending interest rates.

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     Hardware, software and related technology sales

     In U.S. dollars, revenues decreased by $0.3 million for the three months ended September 30, 2005, from the comparable period in 2004. Operating income increased by 100% for the three months ended September 30, 2005, from the comparable period in 2004.

     In ZAR, revenues decreased by ZAR 0.9 million for the three months ended September 30, 2005, from the comparable period in 2004. Operating income increased by 104% for the three months ended June 30, 2005, from the comparable period in 2004.

     These decreases in revenue for the three months ended September 30, 2005, was due primarily to revenues earned from the commencement of our contract to supply Nedbank with 18,500 POS devices, 5,600 pin-pads and 66,000 merchant smart cards in the three months ended September 30, 2004. Total revenues from this contract in the three months ended September 30, 2004, were approximately $4.1 million (approximately ZAR 25.9 million).

     We generated revenues of approximately $2.0 million (ZAR 13.2 million) from the sale of smart cards, smart card readers and terminals to Nedbank during the three months ended September 30, 2005. During September 2005, we obtained another order to provide Nedbank with additional pin-pads and POS terminals. We expect that these devices will be delivered in the second quarter of fiscal 2006.

     Historically, we have obtained these types of contracts to sell hardware from time to time. It is difficult to predict when and if we will obtain new contacts.

     Included in the hardware, software and related technology sales segment are revenues from sales to SmartSwitch Namibia of software and licenses described above of approximately $1.2 million (ZAR 7.7 million) of which approximately $0.4 million (ZAR 2.3 million), after taxation, has been eliminated and included in the corporate/eliminations segment.

     Corporate/ Eliminations

     In U.S. dollars, operating losses increased by 23% for the three months ended September 30, 2005, from the comparable period in 2004.

In ZAR, operating losses increased by 25% for the three months ended June 30, 2005, from the comparable period in 2004.

     The increase in the operating loss for the Corporate/ Eliminations segment is mainly due to the non-recurring charges related to our public offering and Nasdaq listing of $1.5 million (ZAR 9.6 million) incurred in the three months ended September 30, 2005.

     In addition, operating loss for the three months ended September 30, 2005, includes consulting fees incurred of approximately $0.2 million (ZAR 1.0 million) paid to external consultants and our auditors related to our documentation, implementation and compliance with Sarbanes.

Liquidity and Capital Resources

     Our business has historically generated high levels of cash and we maintain large cash reserves, which as of September 30, 2005 was $152.2 million. Our cash balances as of September 30, 2004, were composed of ZAR-denominated balances of approximately $65.1 million (ZAR 421.0 million), U.S. dollar-denominated balances of $12.4 million and euro-denominated balances of £0.01 million ($0.01 million), whereas the cash balances as of September 30, 2005, were composed of ZAR-denominated balances of $110.7 million (ZAR 704.8 million), U.S. dollar-denominated balances of $41.5 million and euro-denominated balances of £0.01 million ($0.01 million).

     Surplus cash held by our South African operations is invested in overnight call accounts in the South African money market, and surplus cash held by our non-South African companies is invested in the United States and European money markets.

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     We finance all operations, research and development, working capital, capital expenditures and acquisitions through our internally generated cash. We have no long-term indebtedness. We have aggregate overdraft facilities of $86.5 million (ZAR 550 million). From time to time, we borrow under these facilities on a short-term basis when our pre-funding requirements exceed the available cash on hand. We take the following factors into account when considering whether to borrow under our financing facilities:

• cost of capital;

• cost of financing;

• opportunity cost of utilizing surplus cash; and

• availability of tax efficient structures to moderate financing costs.

     The significant increase in the number of social welfare grant beneficiaries in the KwaZulu-Natal and Eastern Cape provinces may require us to obtain external financing in the medium to long-term for the pre-funding of these grant payments. We believe that our cash reserves, and availability under our current overdraft facility and revolving credit facility will be sufficient to fund our activities and expansion plans for the foreseeable future. We received approximately $32.2 million (ZAR 209.3 million), net of underwriting discounts and commissions of approximately $2.4 million (ZAR 15.6 million), from the underwriters of our public offering exercising their option to acquire 1.5 million shares of our common stock and employees selling their stock pursuant to the offering.

     Cash flows from operating activities

     Cash flows from operating activities for the three months ended September 30, 2005 increased to $9.2 million (ZAR 59.8 million) from $0.3 million (ZAR 1.9 million) for the three months ended September 30, 2004. The increase is largely increased business activities. During the three months ended September 30, 2005, we paid provisional taxes of approximately $8.7 million (ZAR 56.1 million) related to the tax year ended June 30, 2005. In addition, we paid STC of approximately $0.5 million (ZAR 3.3 million) related to the closure and deregistration of dormant subsidiaries. See the table below for a summary of all taxes paid.

     Taxes paid in South Africa during the three months ended September 30, 2005 and 2004 were as follows:

     Cash flows from investing activities

     Cash used in investing activities for the three months ended September 30, 2005 includes capital expenditure of $0.5 million (ZAR 3.3 million), of which $0.3 million (ZAR 2.0 million) related to the purchase of POS and pin-pad devices for use at retailers participating in our merchant acquiring project. In addition, during the quarter we invested $0.6 million (ZAR 3.9 million) in equity and lent $1.3 million (ZAR7.8 million) to SmartSwitch Namibia, a UEPS based switching system established in Namibia.

     Investing activities during the three months ended September 30, 2004 consisted mainly of capital expenditure of $1.0 million (ZAR 6.18 million), of which $0.4 million (ZAR 2.8 million) relates to the purchase of an additional transaction processing computer at head-office.

     Cash flows from financing activities

     We received approximately $32.2 million (ZAR 209.3 million), net of underwriting discounts and commissions of approximately $2.4 million (ZAR 15.6 million), from the underwriters exercising their option to acquire 1.5 million shares of our common stock and employees selling their stock pursuant to the offering.

     There were no significant cash flows from financing activities in the three months to September 30, 2004.

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Off-Balance Sheet Arrangements

     We have no off-balance sheet arrangements.

Capital Expenditures

     Capital expenditures for the three months ended September 30, 2005 and 2004 were as follows:

     We operate in an environment where our contracts for the payment of social welfare grants require substantial capital investment to establish our operational infrastructure when a contract commences. Further capital investment is required when the number of beneficiaries increases to the point where the maximum capacity of the original infrastructure is exceeded.

     As mentioned above, our capital expenditures for the three months ended September 30, 2005 related mainly to the acquisition of POS and pin-pad devices that we lease to participating retailers.

     All of our capital expenditures for the three months ended September 30, 2005 and 2004 were funded through internally generated funds. We had no outstanding capital commitments at September 30, 2005. We anticipate that capital spending for the second quarter of the year ended June, 30, 2006, will relate primarily to the purchase of equipment required to service the increased number of beneficiaries in all provinces, the additional once off implementation costs of the Cell C contract and the purchase of additional POS and pin-pad devices to be leased to participating retailers. We expect to fund these expenditures through internally generated funds.

Contingent Liabilities, Commitments and Contractual Obligations

     We lease various premises under operating leases. Our minimum future commitments for lease premises as well as other commitments are as follows:

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Equity-Accounted Investments

     Permit

     On April 1, 2004, Aplitec purchased a 43% interest in Permit Group 2 (Proprietary) Limited (“Permit”). Our balance sheet includes Permit as an equity-accounted investment. Permit owns 95% of the common stock of New Era Life Insurance Company (“New Era”), a provider of various insurance products to the South African market. In connection with this acquisition, Aplitec loaned Permit approximately $0.8 million at the then current South African prime interest rate (10.50% at September 30, 2005) with no fixed repayment terms. Permit used the proceeds of this loan to purchase 43% of a 95% interest in New Era.

     For the three months ended September 30, 2005 and 2004, earnings from Permit totaled $0.7 million and $0.2 million (ZAR 4.4 million and ZAR 1.4 million), respectively. Future earnings from this equity accounted investment are expected to be comparable with the current period’s earnings.

     SmartSwitch Namibia

     In September 2005, we obtained a 50% interest in SmartSwitch Namibia through the subscription of 50% of the outstanding and issued common shares and loans outstanding of SmartSwitch Namibia. Our balance sheet includes SmartSwitch Namibia as an equity-accounted investment as we do not control nor do we have the majority of the variable interests in the entity. SmartSwitch Namibia will operate a UEPS smart card based switching system in Namibia.

     As of September 30, 2005, SmartSwitch Namibia had not commenced operations and therefore we have not recognized any equity-accounted earnings from SmartSwitch Namibia, however, we were required to eliminate unrealized income from license fees and software sales made to SmartSwitch Namibia of $0.4 million (ZAR 2.3 million).

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We seek to reduce our exposure to currencies other than the South African rand through a policy of matching, to the extent possible, assets and liabilities denominated in those currencies. In addition, we use financial instruments in order to economically hedge our exposure to exchange rate and interest rate fluctuations arising from our operations. We are also exposed to credit risks.

Currency Exchange Risk

     We are subject to currency exchange risk because we purchase inventories that we are required to settle in other currencies, primarily the euro and U.S. dollar. We have used forward contracts in order to limit our exposure in these transactions to fluctuations in exchange rates between the South African rand, on the one hand, and the U.S. dollar and the euro, on the other hand. As of September 30, 2005 and 2004, the outstanding foreign exchange contracts are as follows:

     As of September 30, 2005

     Translation Risk

     Translation risk relates to the risk that our results of operations will vary significantly as the U.S. dollar is our reporting currency, but we earn most of our revenues and incur most of our expenses in ZAR. The U.S. dollar to ZAR exchange rate has fluctuated significantly over the past two years. As exchange rates are outside our control, there can be no assurance that future fluctuations will not adversely affect our results of operations and financial condition.

     Interest Rate Risk

     As a result of our normal borrowing and leasing activities, our operating results are exposed to fluctuations in interest rates, which we manage primarily through our regular financing activities. We generally maintain limited investment in cash equivalents and have occasionally invested in marketable securities. Typically, for every 1% increase in the South African Reserve Bank’s repo rate, our interest expense on pre-funding social welfare grants in the KwaZulu Natal and Eastern Cape provinces increases by $16,304 per month, while interest earned per month on any surplus cash increases by $12,595 per $15.3 million (ZAR 100 million).

     Credit Risk

     Credit risk relates to the risk of loss that we would incur as a result of non-performance by counterparties. We maintain credit risk policies with regard to our counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as our management deems appropriate.

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     With respect to credit risk on financial instruments, we maintain a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of BBB or better, as determined by Standard & Poor’s.

     Micro-lending Credit Risk

     We are exposed to credit risk in our microlending activities, which provides unsecured short-term loans to qualifying customers. We manage this risk by assigning each prospective customer a “creditworthiness score,” which takes into account a variety of factors such as employment status, salary earned, other debts and total expenditures on normal household and lifestyle expenses.

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Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     Disclosure controls and procedures are those controls and procedures designed to ensure that material information is made known to the signing officers. The management, including the signing officers being the Chief Executive Officer and the Chief Financial Officer have, evaluated the effectiveness of the internal controls for the quarter ended September 30, 2005 as defined in the Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer conclude that the disclosure controls and procedures were effective as of September 30, 2005.

     The signing officers have disclosed to the external auditors and the Audit and Risk Committee all significant deficiencies in the design or operation of internal controls which could adversely affect the ability to record, process, summarize and report financial information and any fraud, whether material or not, that involves management or other employees who have a significant role in the internal controls

     Changes in internal control over financial reporting

     The Company has implemented changes to the internal controls during the first quarter ended September 30, 2005. Corrective action has been instituted to address significant deficiencies identified during the S404 controls assessment as at June 30, 2005. As part of remedial action we are physically identifying all items of property, plant and equipment. Once the physical verification exercise is complete the identified items of property, plant and equipment will be compared to the accounting records. The documentation of policies and procedures over the general computer environment has commenced to remedy the significant deficiency. Management also continue to improve processes and remedy all control deficiencies to strengthen the effectiveness of the design and operation of internal controls over financial reporting.

     The company commenced the financial year operating under a stronger corporate governance structure as instituted in the last quarter of the June 30, 2005 financial year. The Board of Directors now comprises six independent non-executive directors supported by the sub-committees being the Remuneration Committee, Audit and Risk Committee and the Nominating and Corporate Governance Committee.

     Changes to the internal controls have continued into the second quarter of the financial year. The internal audit function has appointed an additional management resource and as a result the scope and quality of the work should improve during the course of the year. The internal audit plan will also be enhanced once the risk management process has been formally documented. The documentation of the risk management process will commence and be completed during the second quarter.

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Part II. Other Information

Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 4, 2005.

NET 1 UEPS TECHNOLOGIES, INC.

By: /s/ Serge C.P. Belamant

Serge C.P. Belamant
Chief Executive Officer, Chairman of the Board and Director

By: /s/ Herman Gideon Kotze

Herman Gideon Kotze
Chief Financial Officer, Treasurer and Secretary, Director

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