8-K

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


                                    FORM 8-K


                                 CURRENT REPORT


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



Date of Report (Date of earliest event reported): May 26, 2005


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


          Florida                        000-31203               65-0903895
- ----------------------------           ------------         -------------------
(State or Other Jurisdiction           (Commission             (IRS Employer
     of Incorporation)                 File Number)         Identification No.)


          President Place, 4th Floor, Cnr. Jan Smuts and Bolton Avenue
                      Rosebank, Johannesburg, South Africa
          ------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code (2711) 343-2001


                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. OTHER EVENTS.

On May 26, 2005, Net 1 UEPS Technologies, Inc. (the "Company") issued a press
release announcing that it had filed a registration statement on Form S-1 with
the Securities and Exchange Commission for a proposed public offering of its
common stock. A copy of the release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.

On May 26, 2005, the Company issued a separate press release announcing that its
board of directors had authorized a reverse stock split in connection with an
application by the Company to list its common stock on the Nasdaq National
Market. A copy of the release is furnished as Exhibit 99.2 to this Current
Report on Form 8-K and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)            Exhibits.
               ---------

99.1           Press Release, dated May 26, 2005, announcing the filing of the
               registration statement on Form S-1.

99.2           Press Release, dated May 26, 2005, announcing the authorization
               of a reverse stock split and an application for listing on the
               Nasdaq National Market.


                          [signature on following page]

                                   SIGNATURES

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

                                NET 1 UEPS TECHNOLOGIES, INC.


Date: May 26, 2005              By: /s/ Serge C.P. Belamant
                                    --------------------------------------------
                                    Serge C.P. Belamant, Chief Executive Officer

                                INDEX TO EXHIBITS


EXHIBIT NO.    DESCRIPTION
- -----------    -----------

Exhibit 99.1   Press Release, dated May 26, 2005, announcing the filing of
               the registration statement on Form S-1.

Exhibit 99.2   Press Release, dated May 26, 2005, announcing the
               authorization of a reverse stock split and an application for
               listing on the Nasdaq National Market.

EX-99.1

                                                                    Exhibit 99.1


                NET 1 UEPS TECHNOLOGIES, INC. FILES REGISTRATION
                          STATEMENT FOR PUBLIC OFFERING

Johannesburg, South Africa -- May 26, 2005 -- Net 1 UEPS Technologies, Inc.
(OTCBB:NUEP) ("Net 1" or the "Company") announced today that it has filed a
registration statement on Form S-1 with the Securities and Exchange Commission
for a proposed public offering of its common stock. The shares  are expected to
be offered by certain shareholders of the Company. The identity of the selling
shareholders has not yet been determined. The Company will grant the
underwriters an option to purchase from the Company additional new shares to
cover over-allotments.

The offering is being made through an underwriting syndicate led by Morgan
Stanley and JPMorgan acting as joint book-running managers. Robert W. Baird &
Co., Jefferies & Company, Inc. and Thomas Weisel Partners LLC will act as
representatives.

The offering will be made only by means of a prospectus. When available, copies
of the preliminary prospectus relating to this offering may be obtained from
Morgan Stanley by emailing prospectus@morganstanley.com or contacting the
prospectus department at Morgan Stanley & Co. Inc., 1585 Broadway, New York, NY
10036, telephone (212) 761-6775 or from JPMorgan by emailing
addressing.services@jpmorgan.com or contacting the prospectus department at
JPMorgan Prospectus Department, One Chase Manhattan Plaza, New York, NY 10081,
telephone (212) 552-5164.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold, nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there by any sale of these securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state jurisdiction.

About Net 1 (www.net1ueps.com)

Net 1 provides its universal electronic payment system, or UEPS, as an
alternative payment system for the unbanked and under-banked populations of
developing economies. The Company believes that it is 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 enter
affordably into electronic transactions with each other, government agencies,
employers, merchants and other financial service providers. To accomplish this,
the Company has developed and deployed the 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 Net 1's system can enter into transactions at any
time with other card holders in even the most remote areas so long as a portable
offline smart card reader is

available. In addition to payments and purchases, Net 1's system can be used for
banking, health care management, international money transfers, voting and
identification.

This announcement may contain forward-looking statements pursuant to the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward looking statements involve risks and uncertainties such as
product demand, market and customer acceptance, the effect of economic
conditions, competition, pricing, development difficulties, foreign currency
risks, costs of capital, the ability to consummate and integrate acquisitions,
and other risks detailed in the Company's SEC filings, including, but not
limited to, Net 1's most recent report on Form 10-K. The Company undertakes no
obligation to revise any of these statements to reflect future circumstances or
the occurrence of unanticipated events.

                     --------------------------------------


Contact:

         Net 1 UEPS Technologies, Inc.
         William Espley
         Net 1 Investor Relations
         (604) 484-8750 or Toll Free: 1-866-412-NET1 (6381)
         www.net1ueps.com

EX-99.2

                                                                    Exhibit 99.2


         NET 1 UEPS TECHNOLOGIES, INC. ANNOUNCES REVERSE STOCK SPLIT IN
         CONNECTION WITH PLANNED LISTING ON THE NASDAQ NATIONAL MARKET

Johannesburg, South Africa -- May 26, 2005 -- Net 1 UEPS Technologies, Inc.
(OTCBB:NUEP) ("Net 1" or the "Company") announced today that its board of
directors unanimously approved a one-for-six reverse stock split of its capital
stock. In addition, the Company announced its intention to list Net 1's common
stock on the Nasdaq National Market. Under Florida corporate law, the reverse
stock split is not subject to the approval of Net 1's shareholders. The reverse
stock split will become effective on June 13, 2005, when the Company files a
charter amendment with the Secretary of State of the State of Florida.

As a result of the reverse stock split, every six shares of Net 1's common stock
will be combined into one share of common stock and every six shares of Net 1's
special convertible preferred stock will be combined into one share of special
convertible preferred stock. Similar adjustments will be made to Net 1's
outstanding options and other stock-based awards. Fractional shares of common
stock will not be issued as a result of the reverse stock split. Instead, all
fractional shares will be rounded up to one whole share.

About Net 1 (www.net1ueps.com)

Net 1 provides its universal electronic payment system, or UEPS, as an
alternative payment system for the unbanked and under-banked populations of
developing economies. The Company believes that it is 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 enter
affordably into electronic transactions with each other, government agencies,
employers, merchants and other financial service providers. To accomplish this,
the Company has developed and deployed the 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 Net 1's system can enter into transactions at any
time with other card holders in even the most remote areas so long as a portable
offline smart card reader is available. In addition to payments and purchases,
Net 1's system can be used for banking, health care management, international
money transfers, voting and identification.

This announcement may contain forward-looking statements pursuant to the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward looking statements involve risks and uncertainties such as
product demand, market and customer acceptance, the effect of economic
conditions, competition, pricing, development difficulties, foreign currency
risks, costs of capital, the ability to consummate and integrate acquisitions,
and other risks detailed in the Company's SEC filings, including, but not
limited to, Net 1's most recent report on Form 10-K. The Company undertakes no
obligation to revise any of these statements to reflect future circumstances or
the occurrence of unanticipated events.


                         ------------------------------


Contact:

         Net 1 UEPS Technologies, Inc.
         William Espley
         Net1 Investor Relations
         (604) 484-8750 or Toll Free: 1-866-412-NET1 (6381)
         www.net1ueps.com