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                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

                  EXCHANGE ACT OF 1934

For the quarterly period ended  March 31, 2001


                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to
                               ----------    -----------------------------------

     Commission File Number:              65-0903895

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

           FLORIDA                                      65-0903895
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

325744 West Hastings Street, Vancouver, British Columbia, Canada       V6C1A5
             (Address of executive offices)                           (Zip Code)

Registrant's telephone number, including area code:       (604) 669-4561

507-700 West Pender Street, Vancouver, British Columbia, Canada V6C1G8
Former Name, Former Address and Former Fiscal Year, if changed since last

         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 such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable dated.

        Common Stock Outstanding as of March 31, 2001: 15,852,856 Shares

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                          NET I UEPS TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS

                                   FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 2001

                          PART I. FINANCIAL INFORMATION


              Condensed Balance Sheet as of March 31, 2001 (unaudited) and as of
              December 31, 2000.

              Condensed Statements of Operations (Unaudited) for the three
              months ended March 31, 2001 and 2000.

              Condensed Statements of Cash Flows (Unaudited) for the three
              months ended March 31, 2001 and 2000.

              Notes to Financial Statements.

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Financial Statements

<S>                                                                                             <C>
Balance Sheets ...............................................................................     F2

Statements of Operations .....................................................................     F3

Statements of Cash Flows  ....................................................................     F4

Statement of Stockholders' Equity.............................................................     F5

Notes to the Financial Statements  ...........................................................  F6-F8


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Net 1 UEPS Technologies, Inc.
(A Development Stage Company)
Balance Sheets

                                                                                          March 31,         December 31,
                                                                                            2001               2000
                                                                                              $                  $
                                                                                         (unaudited)         (audited)
<S>                                                                                      <C>                <C>
Current Asset
    Cash                                                                                   612,289            789,613
Property, Plant and Equipment (Note 3)                                                         721                831
Intangible Assets (Note 4)                                                                   4,689              5,179
Total Assets                                                                               617,699            795,623

                                       Liabilities and Stockholders' Equity
Current Liabilities
    Accounts payable (Note 5)                                                              175,257            182,003
    Accrued liabilities                                                                          -              3,350
Total Current Liabilities                                                                  175,257            185,353
Contingent Liabilities (Notes 1 and 6)
Stockholders' Equity
Common Stock, 100,000,000 shares authorized, par value
    $.001 per share, 15,852,856 issued and outstanding                                      15,853             15,853
    Additional Paid in Capital                                                           1,991,519          1,991,519
                                                                                         2,007,372          2,007,372
Preferred Stock, 3,000,000 shares authorized, par value
    $0.10 per share, none issued                                                                --                 --
Deficit Accumulated During the Development Stage                                        (1,564,930)        (1,397,102)
Total Stockholders' Equity                                                                 442,442            610,270
Total Liabilities and Stockholders' Equity                                                 617,699            795,623

(See accompanying notes)

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Net 1 UEPS Technologies, Inc.
(A Development Stage Company)
Statements of Operations

                                                                           Accumulated from
                                                                             May 8, 1997                    Three months
                                                                             (Inception)                       ended
                                                                             to March 31,                     March 31,
                                                                                2001                2001                   2000
                                                                                  $                   $                      $
                                                                             (unaudited)         (unaudited)            (unaudited)
<S>                                                                        <C>                   <C>                    <C>
Revenues                                                                              --                  --                  --
Administrative Expenses
    Amortization                                                                   6,072                 599                 362
    Bank charges                                                                   4,644                 691                 199
    Consulting (Note 5)                                                          689,933              46,500              66,500
    Foreign exchange                                                               8,098                  --                 522
    Investor relations - advertising                                              22,907                  --                  --
    Investor relations - consulting                                               37,574                  --                  --
    Office, rent and telephone                                                   124,765                  --               4,171
    Professional fees                                                            309,686              10,855               2,826
    Subcontract                                                                  113,987              90,000                  --
    Transfer agent and regulatory fees                                            24,856                 127               1,695
    Travel                                                                       222,970              19,143               7,966
    Less interest income                                                            (562)                (87)                 --
                                                                               1,564,930             167,828              84,241
Net Loss                                                                                          (1,564,930)           (167,828)
Net Loss Per Share                                                                                     (0.01)              (0.01)
Weighted Average Shares Outstanding                                                               15,853,000          10,873,000

(See accompanying notes)

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Net 1 UEPS Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows

                                                                           Accumulated from
                                                                             May 8, 1997              Three months
                                                                             (Inception)                 ended
                                                                             to March 31,               March 31,
                                                                                2001               2001           2000
                                                                                  $                  $               $
                                                                             (unaudited)        (unaudited)     (unaudited)
<S>                                                                        <C>                  <C>             <C>
Cash Flows to Operating Activities
    Net loss                                                                  (1,564,930)        (167,828)        (84,241)
    Adjustment to reconcile net loss to cash
         Amortization                                                              6,072              599             362
    Change in non-cash working capital items
         Increase (decrease) in accounts payable
             and accrued liabilities                                             175,259          (10,095)         36,367
         Decrease (increase) in prepaid expenses                                      --               --           7,536
Net Cash Used in Operating Activities                                         (1,383,599)        (177,324)        (39,976)
Cash Flows from Financing Activities
    Increase in capital stock                                                  1,998,010               --              --
Net Cash Provided by Financing Activities                                      1,998,010               --              --
Cash Flows to Investing Activities
    (Increase) in property, plant and equipment                                   (2,122)              --              --
Net Cash Used in Investing Activities                                             (2,122)              --              --
Increase (decrease) in cash                                                      612,289         (177,324)        (39,976)
Cash - beginning of period                                                            --          789,613          71,635
Cash - end of period                                                             612,289          612,289          31,659
Non-Cash Financing Activities
    9,361,846 shares were issued for a license (Note 4)                            9,362               --              --
Supplemental Disclosures

    Interest paid                                                                     --               --              --
    Income tax paid                                                                   --               --              --

(See accompanying notes)

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Net 1 UEPS Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements

1.       Development Stage Company

         Net 1 UEPS Technologies, Inc. herein ("the Company") was incorporated
         in the State of Florida on May 8, 1997.

         The Company is a development stage company engaged in the business of
         commercializing the smart card technology based Universal Electronic
         Payment System ("UEPS") and Funds Transfer System ("FTS") through the
         development of strategic alliances with national and international bank
         and card service organizations. The patent rights (or applications for
         patents) of the UEPS/FTS technology are for all worldwide territories
         (except South Africa and its surrounding territories) are held by Net 1
         Holdings S.a.r.1., a company incorporated in Luxembourg ("Net 1

         The Company entered into a license agreement, dated May 19, 1997 (the
         "License Agreement"), with Net 1 Holdings, Net 1 Operations S.a.r.1.
         and Net 1 Pty (collectively, the "Licensors"), where the licensors
         granted a non-exclusive license to the Company for the UEPS technology
         for the issuance of 2,706,122 shares at a fair market value of $0.001
         per share. A total of 5,412,244 shares were issued as the Company split
         the stock on a two new for one old basis. On October 1, 1997 an
         Amendment to the License Agreement was signed that provided for the
         transfer of the ownership of the UEPS technology and FTS patents and
         for the assignment of the Technology License Agreement between VISA
         International Service Association and Net 1 Holdings, dated July 31,
         1997 (the "Visa Agreement") to the Company in consideration for
         2,364,806 shares on a pre-split basis, 4,729,612 on a post-split basis.
         The assignment of the Visa Agreement and the transfer of the ownership
         of the UEPS technology and FTS patents to the Company were never
         consummated because certain conditions precedent were never satisfied.

         On May 3, 2000 an agreement entitled "Patent and Technology Agreement"
         was entered into between the Company and Net 1 Holdings that granted
         the Company an exclusive marketing license for the UEPS technology and
         the FTS patent for the world excluding South Africa and its surrounding
         territories under terms similar to those stipulated in the Amendment to
         the License Agreement. No conditions precedent were stipulated. The
         4,729,612 shares of Net 1 previously issued into trust in consideration
         for the Amendment to the License Agreement were thus released to Net 1

         The above issuances of shares were on a pre-split basis. Net 1 Holdings
         as at June 30, 2000 owns 10,141,856 common shares of 15,602,856 issued
         and outstanding common shares, or 65%.

         In a development stage company, management devotes most of its
         activities to establishing a new business primarily, the development of
         a detailed business plan, marketing strategy and the raising of funds
         required to develop and operate the business successfully. Planned
         principal activities have not yet produced revenues and the Company has
         suffered recurring operating losses as is normal in development stage
         companies. These factors raise doubt about the Company's ability to
         continue as a going concern. The ability of the Company to emerge from
         the development stage with respect to its planned principal business
         activity is dependent upon its successful efforts to raise additional
         equity financing, receive funding from affiliates and controlling
         shareholders, and develop a market for its products.

         On December 8, 2000, the Company announced that it granted an option,
         valid for 120 days, to a corporate management firm, Sandon Overseas
         Corporation Limited ("Sandon"), to acquire 8,750,000 shares of the
         Company at $3.50 per share. The purchase price would consist of $7
         million in cash and the balance by a combination of cash and capital
         stock of Net 1 Applied Technology Holdings Ltd., the patent rights
         holder for South Africa and its surrounding territories, ("Aplitec")
         equal to 20.1% of the total issued share capital of Aplitec. On
         February 28, 2001 the Company announced that Sandon had cancelled their

2.       Summary of Significant Accounting Policies

         (a)      Property, Plant and Equipment

                  Computer equipment is amortized over five years on a
                  straight-line basis.

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Net 1 UEPS Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements

         (b)      Intangible Assets

                  Costs to acquire exclusive license rights to specific
                  technology are capitalized as incurred. These costs are being
                  amortized on a straight line basis over five years. Intangible
                  assets are evaluated in each reporting period to determine if
                  there were events or circumstances which would indicate a
                  possible inability to recover the carrying amount. Such
                  evaluation is based on various analyses including assessing
                  the Company's ability to bring the commercial applications to
                  market, related profitability projections and undiscounted
                  cash flows relating to each application which necessarily
                  involves significant management judgment.

         (c)      Basic and Diluted Net Income (Loss) per Share

                  The Company computes net income (loss) per share in accordance
                  with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128
                  requires presentation of both basic and diluted earnings per
                  shares (EPS) on the face of the income statement. Basic EPS is
                  computed by dividing net income (loss) available to common
                  shareholders (numerator) by the weighted average number of
                  common shares outstanding (denominator) during the period.
                  Diluted EPS gives effect to all dilutive potential common
                  shares outstanding during the period including stock options,
                  using the treasury stock method, and convertible preferred
                  stock, using the if-converted method. In computing Diluted
                  EPS, the average stock price for the period is used in
                  determining the number of shares assumed to be purchased from
                  the exercise of stock options or warrants. Diluted EPS
                  excludes all dilutive potential common shares if their effect
                  is antidilutive.

         (d)      Foreign Currency Transactions/Balances

                  Transactions in currencies other than the U.S. dollar are
                  translated at the rate in effect on the transaction date. Any
                  balance sheet items denominated in foreign currencies are
                  translated into U.S. dollars using the rate in effect on the
                  balance sheet date.

         (e)      Use of Estimates

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amounts of revenues and expenses during the
                  periods. Actual results could differ from those estimates.

         (f)      Adjustments

                  These interim unaudited financial statements have been
                  prepared on the same basis as the annual financial statements
                  and in the opinion of management, reflect all adjustments,
                  which include only normal recurring adjustments, necessary to
                  present fairly the Company's financial position, results of
                  operations and cash flows for the periods shown. The results
                  of operations for such periods are not necessarily indicative
                  of the results expected for a full year or for any future

         (g)      Revenue Recognition

                  The Company receives revenue from Net1 Holdings SARL from all
                  sales of licenses equal to the Net1 Holdings SARL annual after
                  tax net profit as certified by its auditors in its annual
                  financial statement. The Company will recognize the revenue in
                  the period when the audited financial statements of Net1
                  Holdings SARL become available. The Company will report the
                  revenue on a net basis as the Company is acting as an agent
                  for Net1 Holdings SARL as per the Patent and Technology
                  agreement date May 3, 2000.

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Net 1 UEPS Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements

3.       Property, Plant and Equipment

         Property and equipment are stated at cost less accumulated depreciation
         and amortization.

                                                                                                       March 31,    December 31,
                                                                                     Accumulated         2001           2000
                                                                                   Depreciation and    Net Book       Net Book
                                                                        Cost         Amortization        Value          Value
                                                                          $               $                $              $
                                                                                                      (unaudited)     (audited)
<S>                                                                     <C>        <C>                <C>           <C>
         Computer equipment and software                                2,181            1,460            721            831

4.       Intangible Assets

                                                                                                       March 31,    December 31,
                                                                                     Accumulated         2001           2000
                                                                                   Depreciation and    Net Book       Net Book
                                                                        Cost         Amortization        Value          Value
                                                                          $               $                $              $
                                                                                                      (unaudited)     (audited)
<S>                                                                     <C>        <C>                <C>           <C>
         Exclusive License                                              9,361            4,672            4,689          5,179

         See Note 1 for the description of the license and Note 6 for status of
         the underlying patents.

5.       Related Party Transactions

         (a)      Consulting fees include $37,500 (2000 - $37,500) paid or
                  payable to a director. $25,000 of these fees are included in
                  accounts payable at March 31, 2001. Subcontract costs include
                  $90,000 paid or payable to a company with a common director.

         (b)      See Note 1 for an exclusive license purchased from a related

6.       Legal Proceedings

         (a)      Status of FTS Patents

                  FTS was first patented in South Africa in 1989. The European
                  patent was granted on December 28, 1994, with effect in
                  Austria, Belgium, Switzerland, Germany, Denmark, Spain,
                  France, Great Britain, Greece, Italy, Liechtenstein,
                  Luxembourg, Netherlands and Sweden. The European Patent
                  Convention provides for an opposition period immediately
                  following the grant of a European patent, and six parties
                  filed an opposition to the grant of the patent on the grounds
                  that the invention was not patentable. The case was heard
                  before a Board of the Opposition Division in March 1998, when
                  the patent was upheld in a form slightly different than the
                  original application. Following the issue of the formal
                  decision, a number of the opponents filed an appeal. The
                  appeal proceedings will be heard in two to three years before
                  the Board of Appeal of the European Patent Office. Currently,
                  the granted patent remains effective in each of the designated
                  states and is currently in force.

         (b)      Potential lawsuit

                  Serge Belamant, the estate of Andre Mansvelt and Net I Canada
                  Ltd. (a British Columbia corporation whose three shareholders
                  are Serge Belamant, the estate of Andre Mansvelt and John
                  Drove), have been served by John Drove, with a claim to the
                  rights for UEPS for Canada in an action brought before the
                  Supreme Court of Canada in February, 2000. The Company, as the
                  exclusive licensee for UEPS for the world except South Africa,
                  was served by John Drove with a notice of claim in February,
                  2000. The Company, as the exclusive licensee to the UEPS
                  technology, can potentially expect to be joined as a defendant
                  to this statement of claim. The Company plans to defend any
                  and all claims brought against it.

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         OPERATIONS: Management is actively involved in negotiations with
established entities in IT services, financial services and wireless
applications for partnership agreements to market the FTS patent and the related
UEPS technologies and services. On April 6, 2001, the Company issued the Reserve
Bank of Malawi, Malawi's central bank, with a license to distribute the
Company's FTS/UEPS technology. The Company is currently engaged in advanced
stage negotiations with potential licensees of the FTS/UEPS technology in
Nigeria, Kenya, Ghana, Congo, Uganda, Chile, Syria and Australia.

         REVENUES: The Company is still in its development stage and planned
principal activities have not commenced or produced revenues. First income is
expected in the second calendar quarter of 2001.

         Administrative expenses increased from $84,241 for the three months
ended March 31, 2000 to $167,828 for the three months ended March 31, 2001, an
increase of $83,587. The increase resulted primarily from professional fees
associated with operating the company as a public corporation and subcontract
fees paid pursuant to an outsourcing agreement with Net 1 Investment Holdings,
Ltd., the Company's UEPS integrator for the Central Europe, Middle East and
African regions. The expenses for the periods represented the Company's net loss
for each of the periods.

         LIQUIDITY AND CAPITAL RESOURCES: The primary source of the Company's
cash has been through the sale of equity. Currently, the Company does not have
available any established lines of credit with banking facilities.

         The Company will utilize capital raised in private placements to fund
ongoing administrative expenses until such time that revenues commence from the
commercialization of the Company's products.

         The Company believes its current available cash position is sufficient
to meet its cash needs on a short-term basis. Management is not aware of any
known trends or demands, commitments, events, or uncertainties, as they relate
to liquidity which could negatively affect the Company's ability to develop its
business as planned. Management is exploring all avenues to reach a larger and
profitable business volume and asset value than originally planned.

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                          PART II. OTHER INFORMATION


              (a)      Exhibits required by Item 601 of Regulation S-B


              (b)      Reports on Form 8-K


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

                                          NET 1 UEPS TECHNOLOGIES, INC.

                                          By:/s/ Claude Guerard
                                                 Claude Guerard, CEO

DATED: May 14, 2001