Net 1 UEPS Technologies, Inc.: Form 8-K/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
___________________________

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2011 (October 29, 2010)

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

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

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

Registrant’s telephone number, including area code: 011-27-11-343-2000

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))


Explanatory Note

          On October 29, 2010, we acquired 98.73% of the issued share capital of KSNET, Inc. (“KSNET”) for a cash payment of KRW 270 billion (the “Acquisition”), subject to an estimated post-closing working capital adjustment of $2.1 million. Under the share purchase agreement, we were required to transfer the movement in net working capital (excluding deferred taxes) between June 30, 2010, and October 29, 2010 to the sellers.

          On November 3, 2010, we filed a Current Report on Form 8-K (the “Form 8-K”) under Item 2.01 to report the completion of the Acquisition. In response to parts (a) and (b) of Item 9.01 of the Form 8-K, we stated that we would file the required financial information by amendment, as permitted by Item 9.01. This Form 8-K/A is being filed to provide certain historical financial statements of KSNET and pro forma financial information .

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.  
       
Report of Independent Registered Public Accounting Firm F-1
  KSNET, Inc. audited financial statements comprising:  
    Balance Sheets as of December 31, 2009 and 2008 F-2
    Statements of Income for the years ended December 31, 2009, 2008 and 2007 F-3
    Statements of Changes in Equity and Comprehensive Income for the years ended December 31, 2009, 2008 and 2007 F-4
    Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007 F-5
    Notes to the Financial Statements for the years ended December 31, 2009, 2008 and 2007 F-7
  KSNET, Inc. unaudited financial statements comprising:  
    Unaudited Balance Sheets as of June 30, 2010 and 2009 F-31
    Unaudited Statements of Income for the six months ended June 30, 2010 and 2009 F-32
    Unaudited Statements of Changes in Equity and Comprehensive Income for the six months ended June 30, 2010 and 2009 F-33
    Unaudited Statements of Cash Flows for the six months ended June 30, 2010 and 2009 F-34
    Notes to the Unaudited Financial Statements for the six months ended June 30, 2010 and 2009 F-36
       
(b) Pro forma financial information.  
       
    Unaudited Pro Forma Combined Financial Statements for Net 1 UEPS Technologies, Inc. comprising:
    Unaudited Pro Forma Combined Balance Sheet as of June 30, 2010 F-60
    Unaudited Pro Forma Combined Statement of Operations for the year ended June 30, 2010 F-61
    Notes to the Unaudited Pro Forma Combined Financial Statements F-62

(d)       Exhibits

  Exhibits Description
     
  23.1 Consent of Ernst & Young Han Young


Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
KSNET, Inc.

We have audited the accompanying balance sheets of KSNET, Inc. (the “Company”) as of December 31, 2009 and 2008, and the related statements of income, changes in equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young Han Young
Seoul, Republic of Korea
January 10, 2011

F-1


KSNET, Inc.
BALANCE SHEETS
as of December 31, 2009 and 2008

    (In thousands of Korean won,  
    except share data)  
    2009     2008  
ASSETS
           
CURRENT ASSETS            
                                         Cash and cash equivalents (Note 6) 18,650,898   8,097,531  
                                         Short-term financial instruments (Notes 3, 6 and 18)   2,228,000     5,738,000  
                                         Accounts receivable, net (Notes 4 and 6)   10,911,842     7,693,116  
                                         Inventory (Note 5)   961,153     1,029,647  
                                         Deferred tax assets (Note 15)   482,053     729,238  
                                         Other current assets (Notes 6, 11 and 20)   13,046,226     9,796,119  
                                               Total current assets   46,280,172     33,083,651  
AVAILABLE-FOR-SALE SECURITIES (Note 6)   100,000     100,000  
PROPERTY AND EQUIPMENT, net (Note 9)   24,870,181     20,545,591  
INTANGIBLE ASSETS, net (Note 10)   23,385     30,772  
NON-CURRENT ACCOUNTS RECEIVABLE, net (Notes 4 and 6)   1,906,418     2,889,876  
NON-CURRENT DEFERRED TAX ASSETS (Note 15)   -     38,918  
OTHER NON-CURRENT ASSETS (Notes 3, 6 and 11)   5,568,270     5,751,657  
TOTAL ASSETS   78,748,426     62,440,465  
             
LIABILITIES            
CURRENT LIABILITIES            
                                         Accounts payable (Note 6)   6,462,841     4,301,624  
                                         Short-term borrowings (Note 6)   -     4,000,000  
                                         Current portion of long-term debt (Notes 6 and 8)   10,000,000     -  
                                         Other current liabilities (Notes 6, 7, 11 and 20)   16,744,433     13,617,056  
                                               Total current liabilities   33,207,274     21,918,680  
LONG-TERM DEBT (Notes 6 and 8)   -     4,000,000  
ACCRUED SEVERANCE BENEFITS, net (Note 14)   749,779     733,989  
NON-CURRENT DEFERRED TAX LIABILITIES (Note 15)   389,488     -  
OTHER NON-CURRENT LIABILITIES (Notes 11 and 15)   963,778     -  
TOTAL LIABILITIES   35,310,319     26,652,669  
             
EQUITY            
COMMON STOCK (Note 13)   6,802,883     7,275,892  
Authorized shares: 36,500,000 with ₩500 par value at December 31, 2009 and 2008 Issued and outstanding shares: 13,605,766 and 14,551,784 at December 31, 2009 and 2008, respectively        
ADDITIONAL PAID-IN-CAPITAL (Note 13)   33,568     33,568  
RETAINED EARNINGS   36,601,656     28,478,336  
TOTAL EQUITY   43,438,107     35,787,796  
             
TOTAL LIABILITIES AND EQUITY 78,748,426   62,440,465  

See accompanying notes to financial statements.

F-2


KSNET, Inc
STATEMENTS OF INCOME
for the years ended December 31, 2009, 2008 and 2007

    (In thousands of Korean won, except per share data)  
    2009       2008       2007  
REVENUE                      
         Services rendered 87,382,235     72,434,882     66,306,804  
         Sale of merchandise (Note 20)   2,657,854       3,260,281       4,025,601  
         Others   196,260       345,838       47,707  
    90,236,349       76,041,001       70,380,112  
                       
EXPENSE                      
         Cost of services rendered   45,193,746       36,384,790       32,371,800  
         Cost of merchandise sold (Note 20)   2,694,231       3,411,359       4,167,976  
         Selling, general and administrative expenses   23,804,823       1,759,563       21,571,238  
         Depreciation and amortization   3,057,302       3,072,933       2,741,552  
    74,750,102       64,628,645       60,852,566  
                       
OPERATING INCOME   15,486,247       11,412,356       9,527,546  
                       
INTEREST INCOME, net   209,430       1,152,529       3,154,316  
                       
OTHER INCOME (EXPENSE), net (Note 12)   47,436       (252,551 )     158,596  
                       
INCOME BEFORE INCOME TAXES   15,743,113       12,312,334       12,840,458  
                       
INCOME TAX EXPENSE (Note 15)   3,851,074       3,135,605       4,274,357  
                       
NET INCOME 11,892,039     9,176,729     8,566,101  
                       
Net income per share (Note 16)                      
                       
         Basic earnings attributable to KSNET shareholders 862     616     529  
         Diluted earnings attributable to KSNET shareholders 862     616     424  

See accompanying notes to financial statements.

F-3


KSNET, Inc.
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME (in thousands of Korean won, except share data)
for the years ended December 31, 2009, 2008 and 2007

    Common stock     Preferred stock              
    Number of           Treasury     Additional     Number           Additional     Retained     Total  
    shares     Amount     stock     paid-in capital     of shares     Amount     paid-in capital     earnings     equity  
Balance – Jan. 1, 2007   16,355,138   8,177,569   (329,156 ) 33,568     4,000,000   2,000,000   40,701,975   33,459,687   84,043,643  
Exercise of stock warrants   16,000     8,000     -     -     -     -     -     -     8,000  
Comprehensive income:   -     -     -     -     -     -     -     -     -  
 Net income   -     -     -     -     -     -     -     8,566,101     8,566,101  
Balance – Dec. 31, 2007   16,371,138     8,185,569     (329,156 )   33,568     4,000,000     2,000,000     40,701,975     42,025,788     92,617,744  
                                                       
                                                       
Balance – Jan. 1, 2008   16,371,138     8,185,569     (329,156 )   33,568     4,000,000     2,000,000     40,701,975     42,025,788     92,617,744  
Capital reduction – common stock   (1,654,776 )   (827,388 )   -     -     -     -     -     (6,327,289 )   (7,154,677 )
Capital reduction – preferred stock   -     -     -     -     (4,000,000 )   (2,000,000 )   (40,701,975 )   (16,150,025 )   (58,852,000 )
Stock retirement   (164,578 )   (82,289 )   329,156     -     -     -     -     (246,867 )   -  
Comprehensive income:   -     -     -     -     -     -     -     -     -  
 Net income   -     -     -     -     -     -     -     9,176,729     9,176,729  
Balance – Dec. 31, 2008   14,551,784     7,275,892     -     33,568     -     -     -     28,478,336     35,787,796  
                                                       
                                                       
Balance – Jan. 1, 2009   14,551,784     7,275,892     -     33,568     -     -     -     28,478,336     35,787,796  
Adoption of FIN 48
   -adjustment to opening
   retained earnings
  -     -     -     -     -     -     -     (154,210 )   (154,210 )
Revised retained earnings                                             28,324,126     35,633,586  
Capital reduction   (946,018 )   (473,009 )   -     -     -     -     -     (3,614,509 )   (4,087,518 )
Comprehensive income:   -     -     -     -     -     -     -     -     -  
   Net income   -     -     -     -     -     -     -     11,892,039     11,892,039  
                                                       
Balance – Dec. 31, 2009   13,605,766   6,802,883   -   33,568     -   -   -   36,601,656   43,438,107  

See accompanying notes to financial statements.

F-4


KSNET, Inc.
STATEMENTS OF CASH FLOWS
for the years ended December 31, 2009, 2008 and 2007

    (In thousands of Korean won)  
    2009     2008     2007  
Cash flows from operating activities                  
Net income 11,892,039   9,176,729   8,566,101  
                   
Adjustments to reconcile net income to net cash provided by operating activities                  
       Provision for severance benefits   795,660     944,342     887,842  
       Depreciation and amortization   9,893,357     8,469,269     7,554,783  
       Loss (gain) on disposal of property and equipment   (6,503 )   92,355     4,212  
       Loss (gain) on valuation of derivatives   (69,567 )   91,833     -  
       Gain on disposal of investment securities   -     -     (215,948 )
       Bad debt expenses   (138,328 )   204,459     (269,892 )
       Changes in operating assets and liabilities:                  
           Decrease (increase) in long-term accounts receivable   983,457     (343,593 )   (859,125 )
             Increase in accounts receivable   (3,109,970 )   (1,184,438 )   (562,333 )
             Decrease (increase) in other receivables   89,734     (102,420 )   (34,318 )
             Decrease in accrued income   62,234     511,817     18,662  
             Decrease (increase) in advanced payments   1,558,187     (385,740 )   (2,027,581 )
             Increase in prepaid expenses   (4,938,925 )   (3,311,860 )   (68,116 )
             Decrease (increase) in inventory   (12,002,583 )   (7,752,580 )   (5,449,491 )
             Decrease (increase) in guarantee deposits   (153,487 )   1,432,905     343,8820  
             Decrease in deferred tax assets   286,103     74,500     99,355  
             (Decrease) increase in deferred tax liabilities   389,488     (95,930 )   95,930  
             Decrease in accounts payable   2,161,217     676,297     3,148,047  
             Increase in other payables   90,457     (406,558 )   (2,307,639 )
             (Decrease) increase in advances from customers   (161,577 )   (106,398 )   106,349  
             (Decrease) increase in value-added tax payable   317,233     15,516     (179,587 )
             Increase in accrued expenses   28,398     68,978     27,485  
             Decrease in deposits received   (190,156 )   (20,869 )   (53,124 )
             Increase in withholdings   3,439,170     1,753,869     2,208,543  
             Decrease in income taxes payable   (326,582 )   (91,536 )   (9,864 )
             Increase in other non-current liabilities   809,567     -     -  
           (Decrease) increase in deposit for severance benefits insurance   (448,515 )   294,600     (318,622 )
       Payment of severance benefits   (331,355 )   (1,368,019 )   (921,628 )
           Net cash provided by operating activities   10,918,753     8,637,528     9,783,861  
Cash flows from investing activities                  
           Decrease in short-term financial instruments   3,510,000     7,293,325     21,065,055  
           Decrease in restricted cash   -     24,428     -  
           Proceeds from sale of investment securities   -     -     329,240  
           Decrease in short-term loans   43,140     6,175     83,459  
           Decrease in long-term loans   736,912     554,111     567,992  
           Decrease in other investment   -     -     101,650  
           Proceeds from the disposal of property and equipment   174,112     316,752     77,824  
           Increase in restricted cash   -     -     (24,428 )
           Increase in long-term financial instruments   (6,000 )   (6,000 )   (133,000 )
           Acquisition of investment securities   -     (100,000 )   -  
           Increase in short-term loans   (53,000 )   -     (35,000 )
           Increase in long-term loans   (375,000 )   (826,880 )   (309,400 )
           Increase in other investment   (942 )   (174,187 )   -  
           Acquisition of property and equipment   (2,307,090 )   (2,653,533 )   (3,619,765 )
           Net cash (used in) provided by investing activities 1,722,132   4,434,191   18,103,627  

F-5


KSNET, Inc.
STATEMENTS OF CASH FLOWS (continued)
for the years ended December 31, 2009, 2008 and 2007

    (In thousands of Korean won)  
    2009     2008     2007  
Cash flows from financing activities                  
       Proceeds from short-term borrowings -   4,000,000   8,000  
       Proceeds from issuance of long-term debt   6,000,000     4,000,000     -  
       Repayment of current portion of long-term debt   -     -     (8,000 )
       Repayment of short-term borrowings   (4,000,000 )   -     (2,500 )
       Capital reduction   (4,087,518 )   (66,006,677 )   -  
       Net cash used in financing activities   (2,087,518 )   (58,006,677 )   (2,500 )
       Net increase (decrease) in cash and cash equivalents   10,553,367     (44,934,958 )   27,884,988  
       Cash and cash equivalents – beginning of year   8,097,531     53,032,489     25,147,501  
       Cash and cash equivalents at end of year 18,650,898   8,097,531   53,032,489  
                   
Non cash transaction                  
    2009     2008     2007  
Transfer from inventory to property and equipment 12,071,077   7,259,169   5,546,053  

See accompanying notes to financial statements.

F-6



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

1.      DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

          Description of business

          KSNET, Inc. (the “Company”) was established through split-off from Chosun I&C on December 30, 1999 and engages in providing Value Added Network (VAN) services and the sale of communication equipment in the Republic of Korea.

          The Company’s capital stock amounts to ₩6,802,883 thousand as of December 31, 2009 and the Company’s shareholders and their ownership as of December 31, 2009 are as follows:

      Number of shares     Ownership (%)  
               
  H&QNPS Van Investment   6,716,500     49.37  
  Payment Services Asia LLC   6,716,500     49.37  
  Others   172,766     1.26  
      13,605,766     100.00  

          Basis of presentation

          The Company maintains its accounting records in Korean won and the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

2.      SIGNIFICANT ACCOUNTING POLICIES

          Use of estimates

         The preparation of the Company’s financial statements in conformity with US GAAP 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 reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; the valuation of derivatives, deferred tax assets, property and equipment, inventory, investment securities; and accrued severance benefits, income tax uncertainties and other contingencies.

          Cash and cash equivalents

          The Company considers cash equivalents as all highly liquid investments and short-term financial instruments, which are readily convertible to cash without significant transaction cost, and do not carry significant risk from changes in interest rates, and with maturities of three months or less when purchased. Cash and cash equivalents mainly consist of money market trust and checking deposits.

          Allowance for doubtful accounts

          Allowance for doubtful accounts is estimated based on an analysis and past experience of collections of individual accounts such as accounts receivable, other receivables and loans. Allowance for doubtful accounts is presented as a deduction from receivables. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

F-7



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

          Property and equipment

          Property and equipment are shown at cost less accumulated depreciation. Property and equipment are depreciated on the straight-line basis at rates which are estimated to depreciate the assets to their anticipated residual values over their useful lives. Within the following asset classifications, the expected economic lives are approximately:

Buildings 30 years
Structures 8 years
Vehicles 4 years
Tools, furniture and fixtures 3 to 4 years
Machinery and equipment 8 years
Software 5 years

               The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statements of income.

          Property and equipment do not require that an annual impairment test be performed; instead, they are tested for impairment upon the occurrence of a triggering event. Triggering events include the more likely than not disposal of a portion of such assets or the occurrence of an adverse change in the market involving the business employing the related assets. There were no impairment losses for the years ended December 31, 2009, 2008 and 2007.

          Sales taxes

          Revenues and expenses are presented net of value added taxes, as the case may be.

          Income taxes

          The Company provides for income taxes using the asset and liability method. This approach recognizes the amount of taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the financial statements and tax returns. Deferred income taxes are adjusted to reflect the effects of changes in tax laws or enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

          Under the Corporate Tax Act in the Republic of Korea, corporate taxpayers are subject to corporate income taxes on taxable income at 22% (10% is applicable to the first ₩200 million of taxable income) in 2009. On top of the corporate income tax, 10% resident surtax is also assessed; thus the statutory tax rate becomes 24.2% or 11% depending on the amount of taxable income; therefore, the income tax rate during the year ended December 31, 2009 was 24.2% . The income tax rate during the years ended December 31, 2008 and 2007 was 27.5% (including 10% resident surtax).

          In establishing the appropriate income tax valuation allowances, the Company assesses the realizability of its net deferred tax assets, and based on all available evidence, both positive and negative, determines whether it is more likely than not that the net deferred tax assets or a portion thereof will be realized.

          Effective January 1, 2009, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 740, Income Taxes, which set outs a consistent framework to determine the appropriate level of tax reserve for uncertain tax positions. The Company uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured as the highest tax benefit which is greater than 50% likely to be realized. The difference between the benefit recognized for a position in accordance with ASC 740 and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit.

          The Company’s policy is to include interest related to unrecognized tax benefits in interest income, net and penalties in selling, general and administration in the statements of income.

F-8



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

          Intangible assets

          Intangible assets are shown at cost less accumulated amortization. Intangible assets are amortized over the following useful lives:

Trademarks 10 years

          Intangible assets are periodically evaluated for recoverability, and those evaluations take into account events or circumstances that warrant revised estimates of useful lives or that indicate an impairment exists.

          Research and development expenditures

          Research expenditures are charged to net income in the period in which they are incurred.

          Costs in respect of the development of software for the Company’s internal use are expensed as incurred, except to the extent that these costs are incurred during the application development stage. All other costs including those incurred in the project development and post-implementation stages are expensed as incurred. For the years ended December 31, 2009, 2008 and 2007, the amount of research and development expenditures charged to net income were ₩69,000 thousand, ₩86,800 thousand and ₩68,000 thousand, respectively.

          Inventory

          Inventory is stated at the lower of cost or market value. Cost is determined on a first-in, first-out basis and includes transport and handling costs.

          Investment securities

          The Company classifies its debt security into available-for-sale security. The Company classifies its equity securities that do not have readily determinable fair values as other investment securities and those securities are stated at cost.

          The Company reviews its investment portfolio each reporting period to determine whether there are identified events or circumstances that would indicate there is a decline in the fair value that is considered to be other-than-temporary. For other securities which are stated at cost, if there are no identified events or circumstances that would have a material adverse effect on the fair value of the investment, then the fair value is not estimated. If an investment is deemed to have experienced an other-than-temporary decline below its cost basis, the Company reduces the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establishes a new cost basis for the investment. There was no impairment loss on investment securities recognized for the years ended December 31, 2009, 2008 and 2007.

          Fair value measurements

          The Company applies fair value accounting for all financial assets and liabilities and non−financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market−based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820, Fair Value Measurements and Disclosure (“ASC 820”), establishes a framework for measuring fair value and expands disclosures about fair value measurements.

F-9



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

          Derivatives

          The Company recognizes all derivative financial instruments in the balance sheets as either assets or liabilities at fair value.

          For a derivative financial instrument not designated as a hedging instrument, the gain or loss is recognized in earnings in the period of change.

          Revenue recognition

          The Company recognizes revenue when:

          The Company’s revenue mainly consists of revenue from Card VAN, Banking VAN, Payment Gateway (PG) and sale of merchandise. The Company’s revenue recognition methods for each component are as follows:

Card VAN

          Card VAN services consist of services relating to authorization of credit card transactions including transmission of transaction details (Authorization Service), and collection of receipts associated with the credit card transactions (Collection Service). With its Authorization Service, the Company connects credit card companies with merchants online when a customer uses his/her credit card via terminals installed at merchants’ sites and the Company’s central processing server for approval of credit card transactions. Immediately after approval of credit card transactions, the Company transmits details of the transactions to credit card companies online for processing payments. Collection Service captures the transaction data and gathers receipts as documented evidences and provides them to credit card companies upon request. The Company earns service fees based on the number of processed transactions for credit card companies when services are rendered in accordance with the contracts entered into between credit card companies and the Company. The Company bills for its service charges to credit card companies each month. Each service could be provided either individually or collectively, based on terms of contracts.

          The Company charges commission fee to credit card companies for the Authorization Service provided based on the number of approvals transferred. The right to receive fee for services rendered will take effect as credit card transactions are approved and details of the transactions are transmitted. Therefore, revenues from the Authorization Service are recognized when the credit card transactions are authorized and details of the transactions are transmitted. In the case of Collection Service, the Company is not allowed to receive its commission fees until it provides collected receipts to the credit card companies. Therefore, revenue from the Collection Service is recognized when the Company collects the receipts and provides them to the card companies.

          For multi-element arrangements, the Company has identified two deliverables in arrangements. The first deliverable is the Authorization Service, and the second deliverable is the Collection Service. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value and there are no customer-negotiated refunds or return rights for the delivered elements. If the arrangement includes a customer-negotiated refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in the Company's control, the delivered element constitutes a separate unit of accounting. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition is determined for the combined unit as a single unit. Allocation of the consideration is determined at arrangement inception on the basis of each unit's relative selling price. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”).

F-10



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

          Revenue recognition (continued)

Card VAN (continued)

          VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. ESPs reflect the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. Because the Company has neither VSOE nor TPE for the two deliverables, the allocation of revenue has been based on the Company’s ESPs. Amounts allocated to the Authorization and the Collection Service are recognized at the time of service provided the other conditions for revenue recognition have been met.

          The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by the Company in developing the ESPs include prices charged by the Company, historical pricing practices and controls, range of prices for various customers and the nature of the services. Consideration is also given to market conditions such as competitor pricing strategies and market perception.

Banking VAN

          Banking VAN is a division supporting a Company’s fund management business (large payment transfers, collections, etc.) by relaying financial transactions between client companies and financial institutions. Financial transactions between two or more business enterprises, or between business enterprises and their customers, are conducted through the transaction-processing network established between the Company and the banks. Revenue from the Banking Van service is recognized when the service is rendered by the Company.

Payment Gateway service (PG service)

          With its PG service, the Company provides the Internet-based settlement service between on-line shopping mall and a credit card company when a customer uses his/her credit card, debit card or on-line payment to pay for goods or services. The Company receives fees for carrying out settlements for electronic transactions. Revenue from the PG service is recognized when the service is rendered by the Company.

Sale of merchandise

          The Company buys terminals from manufacturers, and subsequently sells them through its subsidiary agencies. Revenue is recognized when significant risks and rewards of ownership of terminals have passed to the buyer, usually on delivery of the terminals to the buyer.

          Accrued severance benefits

          Employees and directors are entitled to receive a lump-sum payment upon termination of their employment with the Company, based on their length of service and rate of pay at the time of termination. Accrued severance benefits are estimated assuming all eligible employees were to terminate their employment at the balance sheet date. The annual severance benefits expense charged to income is calculated based on the net change in the accrued severance benefits payable at the balance sheet date, plus the actual payments made during the year.

          The contributions to the severance insurance deposit are deducted from accrued severance benefit liabilities. Contributed amounts are refunded from the insurance company to employees upon their retirement.

F-11



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

          Commitments and contingencies

          Liabilities arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

          Earnings per share

          Basic earnings per share are computed by dividing net income by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share are calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the year plus the weighted-average number of common shares that would have been outstanding assuming the conversion of all dilutive potential common shares.

          Recent accounting pronouncements adopted

          In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative GAAP recognized by the FASB to be applied by non-governmental entities. The Codification supersedes all existing non-SEC accounting and reporting standards. Following the issue of the Codification, the FASB has issued new guidance in the form of Accounting Standards Updates. This Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification was effective for the Company from January 1, 2009. The Codification did not impact the Company’s financial position or results of operations.

          In September 2009, the FASB issued guidance on revenue recognition in multiple-deliverable revenue arrangements. The guidance amended the existing guidance on allocating consideration received between the elements in a multiple-deliverable arrangement and established a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. The guidance replaced the term “fair value” in the revenue allocation with “selling price” to clarify that the allocation of revenue is based on entity specific assumptions rather than the assumptions of a market place participant. The guidance eliminates the residual method of allocation and requires that arrangement consideration be allocated using the relative selling price method. It also significantly expands the disclosures related to a vendor’s multiple-deliverable revenue arrangements. Earlier application is permitted. The Company adopted these new accounting standards in the beginning of 2007.

          In October 2009, the FASB issued guidance which amended the scope of existing software revenue recognition accounting. Tangible products containing software components and non-software components that function together to deliver the product’s essential functionality would be scoped out of the accounting guidance on software and accounted for based on other appropriate revenue recognition guidance. This guidance must be adopted in the same period that the company adopts the amended guidance for arrangements with multiple deliverables described in the preceding paragraph. The adoption of this guidance did not have an impact on the Company’s financial position or results of operations.

F-12



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

          Recent accounting pronouncements not yet adopted as of December 31, 2009

          In January 2010, the FASB issued Update 2010−06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, (“Update 2010−06”). Update 2010−06 amends ASC 820 and clarifies and provides additional disclosure requirements related to recurring and non−recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This Update became effective for us on January 1, 2010. The Company is currently evaluating the impact of the adoption of Update 2010−16.

          In July 2010, the FASB issued amendments to the disclosure requirements about the credit quality of financing receivables and the allowance for credit losses. The purpose of the additional disclosures is to enable users of financial statements to better understand the nature of credit risk inherent in an entity’s portfolio of financing receivables and how that risk is analyzed. For end of period balances, the new disclosures are required to be made in all interim and annual periods ending on or after December 15, 2010. For activity during a reporting period, the disclosures are required to be made in all interim and annual periods after January 1, 2011. These changes will not have an impact on the Company’s financial results as this guidance only relates to additional disclosures.

3.      RESTRICTED FINANCIAL INSTRUMENTS

          The following table represents financial instruments which are restricted in use as of December 31, 2009 and 2008.

      Restriction     2009     2008  
  Short-term financial instruments   Pledge   658,000   738,000  
  Long-term financial instruments   Pledge, guarantee deposits for checking account and others     3,000     3,000  
     Total       661,000   41,000  

          The amount of restricted short-term financial instrument above is included in short-term financial instruments and the amount of restricted long-term financial instrument above is included in other non-current assets on the balance sheets.

4.      ACCOUNTS RECEIVABLE

          The following table presents current and non-current accounts receivable at December 31, 2009 and 2008:

           Current accounts receivable, net

      2009     2008  
   Current accounts receivable 11,113,442   7,994,139  
     Discount on current accounts receivable   (7,236 )   (9,336 )
     Allowance for doubtful accounts   (194,364 )   (291,687 )
   Current accounts receivable, net 10,911,842   7,693,116  

F-13



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

4.      ACCOUNTS RECEIVABLE (continued)

          Non-current accounts receivable, net

      2009     2008  
  Non-current accounts receivable 2,132,551   3,275,848  
   Discount on accounts receivable   (204,807)     (353,214)  
   Allowance for doubtful accounts   (21,326)     (32,758)  
  Non-current accounts receivable, net 1,906,418   2,889,876  

          Non-current accounts receivable arose from installment sales of Point of Sale (“POS”) terminals for the three years to merchants. Non-current accounts receivable amounts are determined based on the present value using appropriate risk adjusted discount rate considering environment of counter-party.

5.      INVENTORY

          Inventory valuations as of December 31, 2009 and 2008 are summarized as follows:

      As of December 31, 2009  
            Lower of cost or     Valuation  
      Cost     market     allowance  
  Inventory:                  
  Merchandise 961,153   961,153   -  
  Total 961,153   961,153   -  

      As of December 31, 2008  
            Lower of cost or     Valuation  
      Cost     market     allowance  
  Inventory:                  
  Merchandise 1,029,647   1,029,647   -  
  Total 1,029,647   1,029,647   -  

F-14



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.      FAIR VALUE MEASUREMENTS

          Fair value of financial instruments

          The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2009 and 2008.

    2009     2008  
    Carrying     Fair     Carrying     Fair  
    amount     value     amount     value  
Financial assets:                        
 Cash and cash equivalents 18,650,898   18,650,898   8,097,531   8,097,531  
 Short-term financial instruments   2,228,000     2,228,000     5,738,000     5,738,000  
 Accounts receivable, net   10,911,842     10,911,842     7,693,116     7,693,116  
 Short-term loans, net   28,129     28,129     10,925     10,925  
   Non-current accounts receivable, net   1,906,418     1,906,418     2,889,876     2,889,876  
   Available-for-sale securities   100,000     100,000     100,000     100,000  
 Other investment securities   222,693     222,693     222,693     222,693  
   Long-term financial instruments   19,500     19,500     13,500     13,500  
 Long-term loans, net   1,049,387     971,654     1,393,203     1,326,410  
                         
Total financial assets   35,116,867     35,039,134     26,158,844     26,092,051  
                         
Financial liabilities:                        
 Accounts payable   6,462,841     6,462,841     4,301,624     4,301,624  
 Short-term borrowings   -     -     4,000,000     4,000,000  
 Derivatives   22,266     22,266     91,833     91,833  
   Current portion of long-term debt   10,000,000     10,000,000     -     -  
 Long-term debt   -     -     4,000,000     3,716,744  
                         
Total financial liabilities 16,485,107   16,485,107   12,393,457   12,110,201  

          The fair values of the financial instruments shown in the above table represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk adjusted discount rates, available observable and unobservable inputs.

F-15



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.      FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

          Fair value of financial instruments (continued)

          The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents, short-term financial instruments, long-term financial instruments, accounts receivable, short-term loans, non-current accounts receivable, accounts payable, short-term borrowings and current portion of long-term debt

          The carrying amounts, at face value or cost plus accrued interest, approximate fair value because of the short maturity of these instruments.

Available for sale and other investment securities

          Debt securities classified as available-for-sale are measured using quoted market prices multiplied by the quantity held when quoted market prices are available. If quoted market prices for those debt securities are not available, the fair value is determined using an income approach valuation technique (present value using the discount rate adjustment technique) that considers, among other things, rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk, the issuer’s credit spread, and illiquidity by sector and maturity. Equity securities that do not have readily determinable fair value are classified as other investment securities and measured at cost less any impairment.

Long-term loans

          The fair value of the long-term loans is determined using an income approach valuation technique (present value using the discount rate adjustment technique) based on the present value of expected future cash flows which incorporates a risk premium to take into account the risks inherent in those expected cash flows. The long-term loans are recorded at their carrying value. The fair value is measured for disclosure purposes.

Long-term debt

          The fair value of the Company’s long term debt is measured using quoted offer side prices when quoted market prices are available. If quoted market prices are not available, the fair value is determined by discounting the future cash flows of each instrument at rates that reflect rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk. For long-term debt measurements, where there are no rates currently observable in publicly traded debt markets of similar terms to companies with comparable credit, the Company uses market interest rates and adjusts that rate for all necessary risks, including its own credit risk. In determining an appropriate spread to reflect its credit standing, the Company considers credit default swap spreads, bond yields of other long-term debt offered by the Company, and interest rates currently offered to the Company for similar debt instruments of comparable maturities by the Company’s bankers as well as other banks that regularly compete to provide financing to the Company. The long-term debt is recorded at its carrying value. The fair value is measured for disclosure purposes.

Derivatives

          All derivatives are recognized on the balance sheet at fair value based on quoted market prices, dealer or counterparty quotes, if available. If quoted market prices are not available, pricing or valuation models are applied to current market information to estimate the fair value.

F-16



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.      FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

          Fair value hierarchy

          Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk.

          Fair value measurements and inputs are categorized into a fair value hierarchy which prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety.

          These levels are:

          The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2009:

      Quoted price in     Significant other     Significant        
      active markets for     observable     unobservable        
      identical assets     inputs     inputs        
      (Level 1)     (Level 2)     (Level 3)     Total  
           Assets:                        
               Available-for-sale securities -   100,000   -   100,000  
                     Total assets at fair value   -     100,000     -     100,000  
                           
           Liabilities:                        
               Derivatives   -     22,266     -     22,266  
                     Total liabilities at fair value -   22,266   -   22,266  

F-17



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.      FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

          Fair value hierarchy (continued)

          The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2008:

      Quoted price in     Significant other     Significant        
      active markets for     observable     unobservable        
      identical assets     inputs     inputs        
      (Level 1)     (Level 2)     (Level 3)     Total  
           Assets:                        
               Available-for-sale securities -   100,000   -   100,000  
                     Total assets at fair value   -     100,000     -     100,000  
                           
           Liabilities:                        
               Derivatives   -     91,833     -     91,833  
                     Total liabilities at fair value -   91,833   -   91,833  

7.      DERIVATIVES

          The Company uses derivative financial instruments primarily to manage the risks associated with fluctuations in interest rates. In 2008, the Company used variable-rate Certificate of Deposit (CD) debt to finance its operations. The debt obligations expose the Company to variability in interest payments due to changes in interest rates. Management believed that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, management entered into CD based interest rate swap agreements to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of CD. This swap changes the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives CD based variable interest rate payments (CD + 1.425%) and makes fixed interest rate payments of 6.625%, thereby creating the equivalent of fixed-rate debt for the notional amount (₩4,000 million) of its debt hedged. However, the Company did not designate the interest rate related derivatives as hedging instruments under ASC 815, Derivatives and Hedging, and therefore, any gains or losses on these derivatives are recognized in the current income.

          The fair value of derivatives held as of December 31, 2009 and 2008 are as follows:

    2009     2008  
Derivatives:            
   Interest Rate Swap 22,266   91,833  
             
   Total derivatives not designated as
       hedging instrument under ASC 815
  22,266     91,833  

          The effects of derivatives instruments on income for the years ended December 31, 2009 and 2008 are summarized as follows:

    2009     2008  
Derivatives:            
   Gains (loss) on derivatives 69,567   91,833  

F-18



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

8.        LONG-TERM DEBT

          Long-term debt as of December 31, 2009 and 2008 are summarized as follows:

      Maturity     2009     2008  
  Long-term debt:                  
   (Annual interest rate: 5.08~6.63%)   2010   10,000,000   4,000,000  
   Less: current portion of long-term debt         (10,000,000 )      
                 
            Total       -   4,000,000  

          Long-term debt is subject to various restrictive covenants. These covenants typically include restrictions on the debt to equity ratio, credit rating, working capital ratio, and other similar financial ratios. The Company was in compliance with these financial covenants during all periods presented.

9.      PROPERTY AND EQUIPMENT

          Property and equipment as of December 31, 2009 and 2008 are summarized as follows:

    2009     2008  
Cost:            
   Land 981,257   981,257  
   Buildings   625,943     625,943  
   Structures   203,350     203,350  
 Vehicles   40,629     56,999  
   Tools, furniture and fixtures   70,381,043     56,821,824  
   Machinery and equipment   6,054,301     6,054,301  
   Software   4,982,167     4,416,270  
    83,268,690     69,159,944  
Accumulated depreciation:            
   Buildings   125,893     105,028  
   Structures   126,527     101,108  
   Vehicles   40,629     56,999  
   Tools, furniture and fixtures   48,963,351     40,128,396  
   Machinery and equipment   5,384,975     4,944,946  
   Software   3,757,134     3,255,575  
    58,398,509     48,592,052  
Accumulated loss on impairment:            
   Tools, furniture and fixtures   -     22,301  
    -     22,301  
Carrying amount:            
   Land   981,257     981,257  
   Buildings   500,050     520,915  
   Structures   76,823     102,242  
   Vehicles   -     -  
   Tools, furniture and fixtures   21,417,692     16,671,127  
   Machinery and equipment   669,326     1,109,356  
   Software   1,225,033     1,160,694  
          Total carrying amount 24,870,181   20,545,591  

F-19



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

9.        PROPERTY AND EQUIPMENT (continued)

          For the years ended December 31, 2009, 2008 and 2007, total depreciation expenses for the property and equipment were ₩9,886 million, ₩8,462 million, and ₩7,547 million, respectively. Total depreciation expenses include cost of sales in an amount of ₩6,836 million, ₩5,396 million and ₩4,813 million; and selling, general, administrative expenses of ₩3,050 million, ₩3,066 million and ₩2,734 million for the years ended December 31, 2009, 2008 and 2007, respectively.

10.      INTANGIBLE ASSETS

          Summarized below is the carrying value and accumulated amortization of intangible assets as of December 31, 2009 and 2008:

      As of December 31, 2009  
      Gross carrying     Accumulated        
      value     amortization     Net carrying value  
  Finite-lived intangible assets:                  
     Trademarks 77,057   53,672   23,385  
           Total 77,057   53,672   23,385  

      As of December 31, 2008  
      Gross carrying     Accumulated        
      value     amortization     Net carrying value  
  Finite-lived intangible assets:                  
     Trademarks 77,057   46,285   30,772  
           Total 77,057   46,285   30,772  

          Amortization expenses charged for the years to December 31, 2009, 2008 and 2007 were ₩7.4 million, respectively.

          Future estimated annual amortization expense for the next five fiscal years is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives and other relevant factors.

Year     Amount  
2010   7,387  
2011     7,387  
2012     7,387  
2013     1,224  
2014   -  

F-20



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

11.      OTHER ASSETS AND LIABILITIES

          Details of other assets and liabilities as of December 31, 2009 and 2008 are as follows:

          Other current assets

    2009     2008  
Short-term loans 29,609   19,750  
 Allowance for doubtful accounts   (1,480 )   (8,825 )
Other receivables   400,069     489,802  
 Allowance for doubtful accounts   (17,724 )   (21,856 )
Accrued income   57,912     120,146  
Advanced payments   2,240,175     3,798,362  
Prepaid expenses   10,337,665     5,398,740  
    Total 13,046,226   9,796,119  
          Other non-current Assets
             
    2009     2008  
Long-term financial instruments 19,500   13,500  
Other investment securities   222,693     222,693  
Long-term loans (*)   1,104,618     1,466,530  
 Allowance for doubtful accounts   (55,231 )   (73,327 )
Guarantee deposits (**)   3,238,209     3,084,722  
       Total   1,038,481     1,037,539  
  5,568,270   5,751,657  

(*) Long-term loans include loans to employees for mortgage in the amount of ₩788 million and ₩706 million as of December 31, 2009 and 2008, respectively.
(**) Guarantee deposits consist of deposits for leased offices.

          Other current liabilities

    2009     2008  
Other payables 2,536,737   2,446,280  
Advances from customers   175,336     336,912  
Value-added tax payable   1,086,111     768,878  
Withholdings (*)   11,011,153     7,571,983  
Other accrued expenses   419,696     391,298  
Deposits received   170,751     360,907  
Income taxes payable   1,322,383     1,648,965  
Derivatives   22,266     91,833  
     Total 16,744,433   13,617,056  

  (*)

Withholdings are related to the Payment Gateway service for accounts received from the credit card companies withheld before they are passed to the on-line shopping mall.

F-21



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

11.      OTHER ASSETS AND LIABILITIES (continued)

          Other non-current liabilities

    2009     2008  
Unrecognized tax benefits (Note 15) 963,778   -  
       Total 963,778   -  

12.      OTHER INCOME (EXPENSE), net

          Details of other income (expense), net for the years ended December 31, 2009, 2008 and 2007 are as follows:

    2009     2008     2007  
Gain (loss) on foreign currency transactions (121 ) (1 ) (33 )
Gain (loss) on disposal of property and equipment   6,503     (92,355 )   (4,212 )
Gain (loss) on disposal of investment securities   -     -     215,948  
Gain (loss) on valuation of derivates   69,567     (91,833 )   -  
Donations   (28,420 )   (94,873 )   (87,564 )
Miscellaneous   (93 )   26,511     34,457  
     Total 47,436   (252,551 ) 158,596  

13.      EQUITY

          Common stock

          The holder of each share of common stock has the right to one vote. The number of issued common shares as of December 31, 2009 and 2008 are 13,605,766 and 14,551,784 respectively. All common stock is issued at par value. Amount of capital stock and additional paid-in capital as of December 31, 2009 and 2008 are as follows:

    2009     2008  
Capital stock:            
   Common stock 6,802,883   7,275,892  
    Total   6,802,883     7,275,892  
             
Additional paid-in capital:            
   Other   33,568     33,568  
    Total 33,568   33,568  

F-22



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

13.      EQUITY (continued)

          Common stock (continued)

          In 2000, the Company issued preferred stock at ₩11,000 (par value ₩500) and treated the amount of excess over par value less stock issuance costs as additional paid-in capital – preferred stock. The preferred stock is non-cumulative and is convertible into common stock from the issuance date. The number of issued preferred shares as of December 31, 2007 was 4,000,000. There were no shares of preferred stock outstanding as of December 31, 2009 and 2008 due to capital reduction in 2008. Additional paid-in capital –common stock of ₩33,568 thousand relates to the amount of excess fair value of net assets over common stock at the time of split off in 1999.

          On February 15, 2008, the Company’s shareholders approved an amendment to the Certificate of Incorporation decreasing the authorized shares from 42,400,000 to 36,500,000 shares, par value ₩500 per share.

          Stock retirement

          Total amount of common stocks and preferred stocks retired for the years ended December 31, 2009, 2008 and 2007 are as follows:

      2009     2008  
      Shares     Amount     Shares     Amount  
  Common stock:                        
     Capital reduction   946,018   473,009     1,654,776   827,388  
     Treasury stock retirement   -     -     164,578     82,289  
  Preferred stock:                        
     Capital reduction   -     -     4,000,000     2,000,000  
         Total   946,018   473,009     5,819,354   2,909,677  

          According to ASC 505, Equity, if an entity’s stock is retired, an excess of purchase price over par or stated value may be allocated between additional paid-in capital and retained earnings.

          On February 15, 2008, the Company repurchased and retired all of its preferred shares. An excess of repurchase price over par value was allocated between additional paid-in capital – preferred stock in an amount of ₩40,702 million and retained earnings in an amount of ₩16,150 million. On the same date, the Company reduced 1,654,776 shares of common stock by capital reduction and retired 164,578 shares of treasury stock.

          On March 26, 2009, the Company repurchased and retired 946,018 shares of common stock and an excess of repurchase price over par value was allocated to retained earnings for amount of ₩3,615 million.

F-23



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

14.      ACCRUED SEVERANCE BENEFITS

          Accrued severance benefits as of December 31, 2009 and 2008 are as follows:

      2009     2008  
               
  Balance at beginning of year 1,993,792   2,417,469  
  Provision for severance benefits   795,660     944,342  
  Severance payments during the year   (331,355 )   (1,368,019 )
  Balance at end of year   2,458,097     1,993,792  
  Deposit for severance benefits insurance   (1,708,318 )   (1,259,803 )
  Accrued severance benefits 749,779   733,989  

          The severance benefits are funded approximately 69.5% and 63.2% as of December 31, 2009 and 2008, respectively through severance insurance deposits with the Shinhan Life Insurance Company and the Hana Bank for the payment of severance benefits. The Company has no additional liability once the amount has been contributed, thus the Company deducts contributions made to the severance insurance deposits from accrued severance benefit liabilities. The beneficiaries of the severance insurance deposit are the Company’s employees.

          The Company expects to pay the following severance benefits, which are currently accrued for the Company’s obligation through December 31, 2009, to its employees. If they terminate upon their normal retirement age:

Year     Amount  
2010   -  
2011     -  
2012     -  
2013     -  
2014     -  
2015 ~ 2019   235,392  

          The above amounts were determined based on the employees’ current salary rates and the number of service years that will be accumulated upon their retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before their normal retirement age.

F-24



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

15.      INCOME TAXES

          The statutory income tax rate, including tax surcharges, applicable to the Company was 27.5% in 2007 and 2008. In accordance with the amendment of Corporate Tax Act enacted in 2008, the statutory income tax rate was amended to 24.2% effective for fiscal year 2009 and 22.0% for fiscal years 2010 and thereafter. However, in 2009, Corporate Income Tax Law was further amended and the statutory income tax rate of 24.2% is effective for fiscal years 2009 until 2011 and 22% for fiscal years 2012 and thereafter. Accordingly, deferred income taxes as of December 31, 2009 were calculated based on the enacted rates of 24.2% and 22.0% ..

          Actual income tax expense differs from the theoretical amount that would arise at the Korean statutory tax rate for the years ended December 31, 2009, 2008 and 2007 as follows:

      2009     2008     2007  
                     
  Income tax expense at Korean statutory tax rate 3,785,377   3,355,549   3,517,933  
  Nondeductible items   208,270     244,933     274,638  
  Adjustments to uncertain and effectively settled tax positions   806,625     -     -  
  Income tax exemption   (781,976 )   (557,483 )   (429,792 )
  Tax investigation by National Tax Service   -     -     786,280  
  Others   (167,222 )   92,606     125,298  
  Income tax expense 3,851,074   3,135,605   4,274,357  

          The following is a reconciliation of income taxes computed at the Korean tax rate to actual effective income tax provision:

      2009     2008     2007  
                     
  Statutory income tax rate   24.2%     27.5%     27.5%  
  Expenses not deductible for tax purposes   1.3     2.0     2.14  
  Tax exemptions   (5.0 )   (4.5 )   (3.3 )
  FIN 48 tax contingencies and settlements   5.1     -     -  
  Tax investigation by National Tax Service   -     -     7.1  
  Others   (1.1 )   0.5     (0.1 )
  Effective income tax rate   24.5%     25.5%     33.3%  

F-25



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

15.      INCOME TAXES (continued)

          Deferred tax assets and liabilities

          Deferred income taxes reflect the temporary differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes. The primary components of the temporary differences that gave rise to the Company’s deferred tax assets and liabilities as of December 31, 2009 and 2008 and their classification were as follows:

Deferred tax assets            
    2009     2008  
         Investment securities 271,154   293,155  
         Depreciation and amortization   77,616     36,158  
         Derivatives   4,899     20,203  
         Other payables   980,979     630,595  
         Advances from customers   35,903     75,655  
         Accrued severance benefits   445,332     382,271  
         Bad debt   154,048     176,836  
         Other   65,818     99,175  
                   Total deferred tax assets 2,035,749   1,714,048  

Deferred tax liabilities            
    2009     2008  
         Accounts receivable 965,937   640,596  
         Other current assets   13,545     28, 139  
         Deposit for severance benefits insurance   375,830     277,157  
         Other   587,872     -  
                  Total deferred tax liabilities 1,943,184   945,892  

Reported as:            
    2009     2008  
         Current deferred tax assets 482,053   729,238  
         Non-current deferred tax assets   -     38,918  
         Non-current deferred tax liabilities   (389,488 )   -  
                   Net deferred income tax assets 92,565   768,156  

F-26



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

15.      INCOME TAXES (continued)

          Uncertain tax positions

          On January 1, 2009, the Company adopted the provisions of ASC 740 which set outs a consistent framework to determine the appropriate level of tax reserve for uncertain tax positions. ASC Subtopic 740-10 originally was effective for fiscal years beginning after December 15, 2006. The FASB issued ASC Subtopic 740-10 (FSP FIN 48-3, Effective date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises), which deferred the effective date of ASC Subtopic 740-10 for nonpublic entities that had not already issued a complete set of annual financial statements fully reflecting ASC Subtopic 740-10’s requirements or are consolidated entities of public entities that report in US GAAP. This means that ASC Subtopic 740-10 was required for such entities with fiscal years beginning after December 15, 2008 and accordingly, the Company adopted the provisions in 2009.

          The following table is a reconciliation of the beginning and ending amount of the Company’s gross unrecognized tax benefits for the year ended December 31, 2009:

  2009  
Beginning balance 154,210  
     Gross increases/(decreases) – tax positions in prior period   -  
     Gross increases/(decreases) – current period tax positions   809,568  
     Settlements   -  
     Lapse of statute of limitations   -  
Ending balance 963,778  

          Upon adoption at January 1, 2009, the Company’s decreased retained earnings by ₩154,210 thousand. For the year ended December 31, 2009, the unrecognized tax benefit increased by ₩809,568 thousand which all related to permanent differences. As of December 31, 2009, the Company’s total unrecognized tax benefits that, if recognized, would affect the effective tax rate is ₩809,568 thousand. During the year ended December 31, 2009, the Company recognized approximately ₩2,942 thousand for the payment of interest and penalty. The Company had approximately ₩12,099 thousand and ₩14,403 thousand for the payment of interest and penalties accrued in the balance sheet as of December 31, 2009.

          The Company files income tax returns in the Republic of Korea. In 2007, the Korea National Tax Service, or NTS, has effectively completed the examination of the Company’s returns in the Republic of Korea related to years 2002 through 2006

          It is expected that the amount of unrecognized tax benefits will also change for other reasons in the next 12 months; however, the Company does not expect the change to have a significant impact on our financial position or results of operations.

F-27



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

16.      EARNINGS PER SHARE

          Basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period, less the weighted average number of shares subject to stock retirement. Diluted earnings per share of common stock is computed using the weighted average number of shares of common stock outstanding plus the effect of common stock equivalents, unless the common stock equivalents are anti-dilutive. The calculation of diluted earnings per share includes the dilutive effect of an exercise of stock warrants.

          The following details the computation of earnings per share of common stock as of December 31, 2009, 2008 and 2007:

      2009     2008     2007  
                     
  Net income 11,892,039   9,176,729   8,566,101  
                     
  Weighted average shares used in computing basic earnings per share   13,800,153     14,895,399     16,203,185  
  Weighted average effect of dilutive securities: stock warrants   -     -     4,003,375  
  Weighted average shares used in computing diluted earnings per share   13,800,153     14,895,399     20,206,560  
                     
  Basic earnings per share (in Korean won) 862   616   529  
                     
  Diluted earnings per share (in Korean won) 862   616   424  

17.      COMMITMENTS AND CONTINGENCIES

          The Company is involved in a total of four litigations that have arisen in the ordinary course of business, including matters involving price fixing. The results and timing of the ultimate resolutions of these proceedings are inherently unpredictable. The outcome of any claim, suit, assessment, investigation, or legal proceeding, individually or collectively will depend on a number of variables, including the nature, timing, and amount of any associated expenses, amounts paid in settlement, damages or other remedies or consequences. As of December 31, 2009, the Company did not accrue liabilities with respect to the pending litigations. The Company will accrue a liability when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss.

          As of December 31, 2009, the Company has guarantees provided by non-related party for the Company as follows (Korean won in thousands):

  Providing by     Amount   Description
             
  Seoul Guarantee Insurance Co., Ltd.   3,078,047   Payment guarantee provided by the insurance company

F-28



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

18.      PLEDGED ASSETS

          Details of assets pledged by the Company as collateral for operating activities as of December 31, 2009 are as follows:

  Pledged to   Pledged assets     Pledged amount  
  Kookmin Bank   Short-term financial instruments   400,000  
  Industrial Bank of Korea   Short-term financial instruments     100,000  
  Hana Bank   Short-term financial instruments     158,000  
     Total       658,000  

19.      SUPPLEMENTAL CASH FLOWS INFORMATION

          Supplemental cash flows information for the years ended December 31, 2009, 2008 and 2007 is as follows:

      2009     2008     2007  
                     
  Cash paid during the year for:                  
         Interest 575,203   407,126   667  
         Income taxes   2,695,440     3,248,571     4,088,937  

20.      RELATED PARTY TRANSACTIONS

          Significant transactions which occurred in the normal course of business with related companies for the years ended December 31, 2009, 2008 and 2007 are as follows:

  Relationship   Name     Transaction     2009     2008     2007  
                                 
  (*)   Kooryoonsoft Co. Ltd     Sales and others   53,112   75,702   34,574  
            Purchases and others     476,930     1,958,473     1,943,201  

          Account balances with related companies as of December 31, 2009 and 2008 are as follows:

  Relationship   Name     2009     2008  
            Receivables      Payables     Receivables     Payables  
                             
  (*)   Kooryoonsoft Co. Ltd   100,442    43,105   122,498   41,295  

          (*) The Company’s operating department manager is serving as a director of Kooryoonsoft. Co. Ltd.

F-29



KSNET, Inc.
Notes to the Financial Statements
for the years ended December 31, 2009, 2008 and 2007
(All amounts stated in thousands of Korean won, unless otherwise stated)

21.      CONCENTRATIONS OF CREDIT RISKS

          Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted deposits, and accounts receivable. Substantially all of the Company’s cash, cash equivalents, and short-term and long-term financial instruments are held at financial institutions that management believes to be of high credit quality.

          A substantial portion of the Company’s sales for the years ended December 31, 2009, 2008 and 2007 was made to credit card companies. Sales and accounts receivable from customers accounting for 10% or more of the Company’s sales are as follows:

      Sales for the year ended     Accounts receivable as of  
  Major Customers   December 31, 2009     December 31, 2009  
  BC Card   18,910,505   2,353,548  
  NTS (National Tax Service)   5,845,391     2,044,259  
  Shinhan Card   14,421,231     1,703,070  
  Kookmin Card   12,318,036     1,432,215  
      51,495,163   7,533,092  

      Sales for the year ended     Accounts receivable as of  
  Major Customers   December 31, 2008     December 31, 2008  
  BC Card   15,067,882   1,482,641  
  Shinhan Card   10,540,921     1,295,034  
  Kookmin Card   10,361,607     1,121,757  
      35,970,410   3,899,432  

      Sales for the year ended     Accounts receivable as of  
  Major Customers   December 31, 2007     December 31, 2007  
  BC Card   16,302,366   1,313,688  
  Shinhan Card   13,545,208     988,340  
 

Kookmin Card

  10,802,548     935,356  
  Hyundai Card   7,775,082     624,783  
      48,425,204   3,862,167  

22.      SUBSEQUENT EVENTS

          On September 16, 2010, Net 1 UEPS Technologies, Inc. announced that it had agreed to purchase 98.73% of the outstanding share capital of the Company for ₩270 billion in cash considerations, subject to a post-closing working capital adjustment. The acquisition was made by Net 1 Applied Technologies Korea, an indirect wholly-owned subsidiary of Net 1 UEPS Technologies, Inc., which was closed on October 29, 2010.

          The Company has evaluated subsequent events through the date that the financial statements were issued on January 10, 2011.

F-30


KSNET, Inc.
UNAUDITED BALANCE SHEETS
as of June 30, 2010 and 2009

    (In thousands of Korean won,  
    except share data)  
    2010     2009  
ASSETS            
CURRENT ASSETS            
                                         Cash and cash equivalents (Note 6) 20,017,727   8,565,795  
                                         Short-term financial instruments (Notes 3, 6 and 18)   3,199,364     1,798,000  
                                         Accounts receivable, net (Notes 4 and 6)   11,111,189     9,087,081  
                                         Inventory (Note 5)   1,380,603     1,864,666  
                                         Deferred tax assets (Note 15)   -     175,164  
                                         Other current assets (Notes 6, 11 and 20)   16,525,627     13,103,960  
Total current assets   52,234,510     34,594,666  
AVAILABLE-FOR-SALE SECURITIES (Note 6)   100,000     100,000  
PROPERTY AND EQUIPMENT, net (Note 9)   26,114,027     22,447,255  
INTANGIBLE ASSETS, net (Note 10)   19,691     27,078  
NON-CURRENT ACCOUNTS RECEIVABLE, net (Notes 4 and 6)   1,505,297     2,043,439  
NON-CURRENT DEFERRED TAX ASSETS (Note 15)   -     282,013  
OTHER NON-CURRENT ASSETS (Notes 3, 6 and 11)   5,583,247     5,735,795  
TOTAL ASSETS   85,556,772     65,230,246  
             
LIABILITIES            
CURRENT LIABILITIES            
                                         Accounts payable (Note 6)   6,154,692     5,171,972  
                                         Short-term borrowings (Note 6)   2,000,000     -  
                                         Current portion of long-term debt (Notes 6 and 8)   6,000,000     4,000,000  
                                         Deferred tax liabilities (Note 15)   12,060     -  
                                         Other current liabilities (Notes 6, 7, 11 and 20)   17,061,849     10,959,742  
Total current liabilities   31,228,601     20,131,714  
LONG-TERM DEBT (Notes 6 and 8)   -     6,000,000  
ACCRUED SEVERANCE BENEFITS, net (Note 14)   1,192,860     1,082,422  
NON-CURRENT DEFERRED TAX LIABILITIES (Note 15)   152,536     -  
OTHER NON-CURRENT LIABILITIES (Note 15)   1,036,750     148,135  
TOTAL LIABILITIES   33,610,747     27,362,271  
             
EQUITY            
COMMON STOCK (Note 13)   6,802,883     7,275,892  
Authorized shares: 36,500,000 with ₩500 par value at June 30, 2010 and 2009            
Issued and outstanding shares: 13,605,766 at June 30, 2010 and 2009            
ADDITIONAL PAID-IN-CAPITAL (Note 13)   33,568     33,568  
RETAINED EARNINGS   45,109,574     31,031,524  
TOTAL EQUITY   51,946,025     37,867,975  
             
TOTAL LIABILITIES AND EQUITY 85,556,772   65,230,246  

See accompanying notes to financial statements.

F-31


KSNET, INC.
UNAUDITED STATEMENTS OF INCOME
For the six months ended June 30, 2010 and 2009

    (In thousands of Korean won,  
    except share data)  
    2010       2009  
REVENUE              
         Services rendered 51,359,503     40,176,730  
         Sale of merchandise (Note 20)   1,534,002       1,334,725  
         Others   81,514       122,033  
    52,975,019       41,633,488  
               
EXPENSE              
         Cost of services rendered   26,783,173       20,383,587  
         Cost of merchandise sold (Note 20)   1,453,776       1,304,229  
         Selling, general and administrative expenses   12,475,505       10,582,655  
         Depreciation and amortization   1,607,823       1,524,479  
    42,320,277       33,794,950  
               
OPERATING INCOME   10,654,742       7,838,538  
               
INTEREST INCOME, net   86,710       139,695  
               
OTHER INCOME (EXPENSE), net (Note 12)   (244,306 )     7,496  
               
INCOME BEFORE INCOME TAXES   10,497,146       7,985,729  
               
INCOME TAX EXPENSE (Note 15)   1,989,228       1,663,822  
               
NET INCOME 8,507,918     6,321,907  
               
Net income per share (Note 16)              
               
         Basic earnings attributable to KSNET shareholders 617     450  

See accompanying notes to financial statements.

F-32


KSNET, INC.
UNAUDITED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME (in thousands of won, except share data)
For the six months ended June 30, 2010 and 2009

    Common stock     Preferred stock              
    Numbeof           Treasury     Additional paid-     Number           Additional paid-     Retained     Total  
    of shares     Amount     stock     in capital     os hares     Amount     in capital     earnings     equity  
Balance – Jan. 1, 2009   14,551,784     7,275,892           33,568     -     -     -     28,478,336     35,787,796  
Adoption of FIN 48 -adjustment to opening retained earnings                                             (154,210 )   (154,210 )
Revised retained earnings                                             28,324,126     35,633,586  
Capital reduction   (946,018 )   (473,009 )   -     -     -     -     -     (3,614,509 )   (4,087,518 )
Comprehensive income:                                                      
   Net income   -     -     -     -     -     -     -     6,321,907     6,321,907  
Balance – Jun. 30, 2009   13,605,766     6,802,883     -     33,568     -     -     -     31,031,524     37,867,975  
                                                       
                                                       
                                                       
                                                       
Balance – Jan. 1, 2010   13,605,766     6,802,883     -     33,568     -     -     -     36,601,656     43,438,107  
Comprehensive income:                                                      
   Net income   -     -     -     -     -     -     -     8,507,918     8,507,918  
Balance – Jun. 30, 2010   13,605,766     6,802,883     -     33,568     -     -     -     45,109,574     51,946,025  

See accompanying notes to financial statements.

F-33


KSNET, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
for the six months ended June 30, 2010 and 2009

Cash flows from operating activities   (In thousands of Korean won)  
    2010     2009  
Net income 8,507,918   6,321,907  
Adjustments to reconcile net income to net cash provided by operating activities:            
               Provision for severance benefits   569,331     405,862  
               Depreciation and amortization   5,619,874     4,658,789  
               Gain on disposal of property and equipment   (14,626 )   (1,642 )
               Gain on valuation of derivatives   (22,266 )   (21,427 )
               Loss on impairment of property, plant and equipment   12,359     -  
               Bad debt expenses   85     (131,969 )
               Changes in operating assets and liabilities:            
                   Decrease in long-term accounts receivable   401,122     846,437  
                   Increase in accounts receivable   (210,632 )   (1,267,112 )
                   Decrease (Increase) in other receivables   (182,222 )   50,623  
                   Decrease in accrued income   15,723     75,010  
                   Increase in advanced payments   (893,338 )   (678,726 )
                   Increase in prepaid expenses   (2,443,317 )   (2,723,956 )
                   Increase in inventory   (5,725,187 )   (6,293,703 )
                   Decrease (Increase) in guarantee deposits   30,000     (132,949 )
                   Decrease in deferred tax assets   482,053     310,978  
                   (Decrease) Increase in deferred tax liabilities   (236,952 )   -  
                   (Decrease) Increase in accounts payable   (296,089 )   870,348  
                   Decrease in other payables   (71,217 )   (1,249,939 )
                   Decrease in advances from customers   (41,236 )   (76,202 )
                   (Decrease) Increase in value-added tax payable   12,581     (7,137 )
                   Increase in accrued expenses   32,324     32,938  
                   Increase in deposits received   -     9,400  
                   (Decrease) Increase in withholdings   107,145     (1,110,863 )
                   (Decrease) Increase in income taxes payable   300,085     (234,084 )
                   (Decrease) Increase in other non-current liabilities   72,972     (6,076 )
                   Decrease in deposits for severance benefits insurance   196,854     90,878  
                   Payment of severance benefits   (323,104 )   (148,307 )
               Net cash provided by (used in) operating activities   5,900,240     (410,922 )
Cash flows from investing activities            
               Decrease in short-term financial instruments   -     3,940,000  
               Decrease in short-term loans   27,110     6,333  
               Decrease in long-term loans   271,866     336,802  
                   Proceeds from disposal of property and equipment   54,584     120,518  
               Increase in short-term financial instruments   (971,364 )   -  
               Increase in long-term financial instruments   (194,000 )   (3,000 )
               Increase in short-term loans   -     (40,000 )
               Increase in long-term loans   (115,000 )   (177,000 )
               Acquisition of property and equipment   (1,358,607 )   (867,450 )
               Acquisition of intangible assets   (248,000 )   (349,500 )
               Net cash provided by (used in) investing activities (2,533,411 ) 2,966,703  

F-34


KSNET, INC.
UNAUDITED STATEMENTS OF CASH FLOWS (continued)
for the six months ended June 30, 2010 and 2009

Cash flows from operating activities   (In thousands of Korean won)  
    2010     2009  
Cash flows from financing activities            
               Proceeds from short-term borrowings 2,000,000   -  
               Proceeds from issuance of long-term debt   -     6,000,000  
               Repayment of current portion of long-term debt   (4,000,000 )   -  
               Repayment of short-term borrowings   -     (4,000,000 )
               Capital reduction   -     (4,087,517 )
               Net cash used in financing activities   (2,000,000 )   (2,087,517 )
             
               Net increase in cash and cash equivalents   1,366,829     468,264  
             
               Cash and cash equivalents – beginning of year   18,650,898     8,097,531  
             
               Cash and cash equivalents at end of year 20,017,727   8,565,795  
             
Non cash transaction            
    2010     2009  
Transferred from inventory to property and equipment 5,305,737   5,458,685  

See accompanying notes to financial statements.

F-35



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

1.        DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

          Description of business

          KSNET, INC. (the “Company”) was established through split off from Chosun I&C on December 30, 1999 and engages in the Value Added Network (VAN) service and sale of communication equipment in the Republic of Korea.

          The Company’s capital stock amounts to ₩6,802,883 thousand as of June 30, 2010 and the Company’s shareholders and their ownership as of June 30, 2010 are as follows:

    Number of shares     Ownership (%)  
             
H&QNPS Van Investment   6,716,500     49.37  
Payment Services Asia LLC   6,716,500     49.37  
Others   172,766     1.26  
             
    13,605,766     100.00  

          Basis of presentation

          The Company maintains its accounting records in Korean Won and the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

2.        SIGNIFICANT ACCOUNTING POLICIES

          Use of estimates

          The preparation of the Company’s financial statements in conformity with US GAAP 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 reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; the valuation of derivatives, deferred tax assets, property and equipment, inventory, investment securities; and accrued severance benefits, income tax uncertainties and other contingencies.

          Cash and cash equivalents

          The Company considers cash equivalents as all highly liquid investments and short-term financial instruments, which are readily convertible to cash without significant transaction cost, do not have significant risk from changes in interest rates, and with maturities of three months or less when purchased. Cash and cash equivalents mainly consist of money market trust and checking deposits.

          Allowance for doubtful accounts

          Allowance for doubtful accounts is estimated based on an analysis and past experience of collections of individual accounts such as accounts receivable, other receivables and loans. Allowance for doubtful accounts is presented as a deduction from receivables. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

F-36



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.        SIGNIFICANT ACCOUNTING POLICIES (continued)

          Property and equipment

          Property and equipment are shown at cost less accumulated depreciation. Property and equipment are depreciated on the straight-line basis at rates which are estimated to depreciate the assets to their anticipated residual values over their useful lives. Within the following asset classifications, the expected economic lives are approximately:

Buildings 30 years
Structures 8 years
Vehicles 4 years
Tools, furniture and fixtures 3 to 4 years
Machinery and equipment 8 years
Software 5 years

          The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statements of income.

          Property and equipment do not require that an annual impairment test be performed; instead, they are tested for impairment upon the occurrence of a triggering event. Triggering events include the more likely than not disposal of a portion of such assets or the occurrence of an adverse change in the market involving the business employing the related assets. For six months ended June 30, 2010 and 2009, the amount of impairment losses were ₩12,359 thousand and zero respectively.

          Sales taxes

          Revenues and expenses are presented net of value added taxes, as the case may be.

          Income taxes

          The Company provides for income taxes using the asset and liability method. This approach recognizes the amount of taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the financial statements and tax returns. Deferred income taxes are adjusted to reflect the effects of changes in tax laws or enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

          Under the Corporate Income Tax Law in the Republic of Korea, corporate taxpayers are subject to corporate income taxes on taxable income at 22% (10% is applicable to the first ₩200 million of taxable income) in 2010. On top of the corporate income tax, 10% resident surtax is also assessed; thus the statutory tax rate becomes 24.2% or 11% depending on the amount of taxable income; therefore, the income tax rate during the periods ended June 30, 2010 and 2009 was 24.2% .

          In establishing the appropriate income tax valuation allowances, the Company assesses the realizability of its net deferred tax assets, and based on all available evidence, both positive and negative, determines whether it is more likely than not that the net deferred tax assets or a portion thereof will be realized.

          Effective January 1, 2009, the Company adopted the provisions of Accounting Standards Condification (“ASC”) 740, Income Taxes, which set outs a consistent framework to determine the appropriate level of tax reserve for uncertain tax positions. The Company uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured as the highest tax benefit which is greater than 50% likely to be realized. The difference between the benefit recognized for a position in accordance with ASC 740 and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. The Company’s policy is to include interest related to unrecognized tax benefits in interest income, net and penalties in selling, general and administration in the statements of income.

F-37



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.        SIGNIFICANT ACCOUNTING POLICIES (continued)

          Intangible assets

          Intangible assets are shown at cost less accumulated amortization. Intangible assets are amortized over the following useful lives:

Trademarks 10 years

          Intangible assets are periodically evaluated for recoverability, and those evaluations take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists.

          Research and development expenditures

          Research expenditures are charged to net income in the period in which they are incurred.

          Costs in respect of the development of software for the Company’s internal use are expensed as incurred, except to the extent that these costs are incurred during the application development stage. All other costs including those incurred in the project development and post-implementation stages are expensed as incurred. For six-month periods ended June 30, 2010 and 2009, the amount of research and development expenditures charged to net income were zero and ₩69,000 thousand, respectively.

          Inventory

          Inventory is stated at the lower of cost or market value. Cost is determined on a first-in, first-out basis and includes transport and handling costs.

          Investment securities

          The Company classifies its debt security into available-for-sale security. The Company classifies its equity securities that do not have readily determinable fair values as other investment securities and those securities are stated at cost.

          The Company reviews its investment portfolio each reporting period to determine whether there are identified events or circumstances that would indicate there is a decline in the fair value that is considered to be other-than-temporary. For other securities which are stated at cost, if there are no identified events or circumstances that would have a material adverse effect on the fair value of the investment, then the fair value is not estimated. If an investment is deemed to have experienced an other-than-temporary decline below its cost basis, the Company reduces the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establishes a new cost basis for the investment. There was no impairment loss on investment securities recognized for six-months periods ended June 30, 2010 and 2009.

          Fair value of financial instruments

          The Company applies fair value accounting for all financial assets and liabilities and non−financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market−based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820, Fair Value Measurements and Disclosure (“ASC 820”), establishes a framework for measuring fair value and expands disclosures about fair value measurements.

F-38



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.        SIGNIFICANT ACCOUNTING POLICIES (continued)

          Derivatives

          The Company recognizes all derivative financial instruments in the balance sheets as either assets or liabilities at fair value.

          For a derivative financial instrument not designated as a hedging instrument, the gain or loss is recognized in earnings in the period of change

          Revenue recognition 

          The Company recognizes revenue when:

          The Company’s revenue is mainly consists of revenue from Card VAN, Banking VAN, Payment Gateway (PG) and Sale of Merchandise. The Company’s revenue recognition methods for each component are as follows:

Card VAN

          Card VAN services consist of services relating to authorization of credit card transactions including transmission of transaction details (Authorization Service), and collection of receipts associated with the credit card transactions (Collection Service). With its Authorization Service, the Company connects credit card companies with merchants online when a customer uses his/her credit card via terminals installed at merchants’ sites and the Company’s central processing server for approval of credit card transactions. Immediately after approval of credit card transactions, the Company transmits details of the transactions to credit card companies online for processing payments. Collection Service captures the transaction data and gathers receipts as documented evidences and provides them to credit card companies upon request. The Company earns service fees based on the number of processed transactions for credit card companies when services are rendered in accordance with the contracts entered into between credit card companies and the Company. The Company bills for its service charges to credit card companies each month. Each service could be provided either individually or collectively, based on terms of contracts.

          The Company charges commission fee to credit card companies for the Authorization Service provided based on the number of approvals transferred. The right to receive fee for services rendered will take effect as credit card transactions are approved and details of the transactions are transmitted. Therefore, revenues from the Authorization Service are recognized when the credit card transactions are authorized and details of the transactions are transmitted. In the case of Collection Service, the Company is not allowed to receive its commission fees until it provides collected receipts to the credit card companies. Therefore, revenue from the Collection Service is recognized when the Company collects the receipts and provides them to the card companies.

          For multi-element arrangements, the Company has identified two deliverables in arrangements. The first deliverable is the Authorization Service, and the second deliverable is the Collection Service. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value and there are no customer-negotiated refunds or return rights for the delivered elements. If the arrangement includes a customer-negotiated refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in the Company's control, the delivered element constitutes a separate unit of accounting. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition is determined for the combined unit as a single unit. Allocation of the consideration is determined at arrangement inception on the basis of each unit's relative selling price. In such circumstances, the Company uses a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”).

F-39



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.        SIGNIFICANT ACCOUNTING POLICIES (continued)

          Revenue recognition (continued)

Card VAN (continued)

          VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. ESPs reflect the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. Because the Company has neither VSOE nor TPE for the two deliverables, the allocation of revenue has been based on the Company’s ESPs. Amounts allocated to the Authorization and the Collection Service are recognized at the time of service provided the other conditions for revenue recognition have been met.

          The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by the Company in developing the ESPs include prices charged by the Company, historical pricing practices and controls, range of prices for various customers and the nature of the services. Consideration is also given to market conditions such as competitor pricing strategies and market perception.

Banking VAN:

          Banking VAN is a division supporting a Company’s fund management business (large payment transfers, collections, etc.) by relaying financial transactions between client companies and financial institutions. Financial transactions between two or more business enterprises, or between business enterprises and their customers, are conducted through the transaction-processing network established between the Company and the banks. The data is consolidated and transmitted to each bank batch/real time. Revenue from the Banking Van service is recognized when the service is rendered by the Company.

Payment Gateway service (PG service)

          With its PG service, the Company provides the Internet-based settlement service between on-line shopping mall and a credit card company when a customer uses his/her credit card, debit card or on-line payment to pay for goods or services. The Company receives fees for carrying out settlements for electronic transactions. Revenue from the PG service is recognized when the service is rendered by the Company.

Sale of Merchandise

          The Company buys terminals from manufacturers, and subsequently sells them through its subsidiary agencies. Revenue is recognized when significant risks and rewards of ownership of terminals have passed to the buyer, usually on delivery of the terminals to the buyer.

          Accrued severance benefits

          Employees and directors are entitled to receive a lump-sum payment upon termination of their employment with the Company, based on their length of service and rate of pay at the time of termination. Accrued severance benefits are estimated assuming all eligible employees were to terminate their employment at the balance sheet date. The annual severance benefits expense charged to income is calculated based on the net change in the accrued severance benefits payable at the balance sheet date, plus the actual payments made during the year.

          The contributions to the severance insurance deposit are deducted from accrued severance benefit liabilities. Contributed amounts are refunded from the insurance company to employees upon their retirement.

F-40



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.        SIGNIFICANT ACCOUNTING POLICIES (continued)

          Commitments and contingencies

          Liabilities arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

          Earnings per share

          Basic earnings per share are computed by dividing net income by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share are calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the year plus the weighted-average number of common shares that would have been outstanding assuming the conversion of all dilutive potential common shares.

          Recent accounting pronouncements adopted

          In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative GAAP recognized by the FASB to be applied by non-governmental entities. The Codification supersedes all existing non-SEC accounting and reporting standards. Following the issue of the Codification, the FASB has issued new guidance in the form of Accounting Standards Updates. This Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification was effective for the Company from January 1, 2009. The Codification did not impact the Company’s financial position or results of operations.

          In September 2009, the FASB issued guidance on revenue recognition in multiple-deliverable revenue arrangements. The guidance amended the existing guidance on allocating consideration received between the elements in a multiple-deliverable arrangement and established a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. The guidance replaced the term “fair value” in the revenue allocation with “selling price” to clarify that the allocation of revenue is based on entity specific assumptions rather than the assumptions of a market place participant. The guidance eliminates the residual method of allocation and requires that arrangement consideration be allocated using the relative selling price method. It also significantly expands the disclosures related to a vendor’s multiple-deliverable revenue arrangements. Earlier application is permitted. The Company adopted these new accounting standards in the beginning of 2007.

          In October 2009, the FASB issued guidance which amended the scope of existing software revenue recognition accounting. Tangible products containing software components and non-software components that function together to deliver the product’s essential functionality would be scoped out of the accounting guidance on software and accounted for based on other appropriate revenue recognition guidance. This guidance must be adopted in the same period that the company adopts the amended guidance for arrangements with multiple deliverables described in the preceding paragraph. The adoption of this guidance did not have an impact on the Company’s financial position or results of operations.

          In January 2010, the FASB issued Update 2010−06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, (“Update 2010−06”). Update 2010−06 amends ASC 820 and clarifies and provides additional disclosure requirements related to recurring and non−recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This Update became effective for us on January 1, 2010. The adoption did not have an material impact on the Company’s financial position or results of operations.

F-41



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

2.        SIGNIFICANT ACCOUNTING POLICIES (continued)

          Recent accounting pronouncements not yet adopted as of December 31, 2009

          In July 2010, the FASB issued amendments to the disclosure requirements about the credit quality of financing receivables and the allowance for credit losses. The purpose of the additional disclosures is to enable users of financial statements to better understand the nature of credit risk inherent in an entity’s portfolio of financing receivables and how that risk is analyzed. For end of period balances, the new disclosures are required to be made in all interim and annual periods ending on or after December 15, 2010. For activity during a reporting period, the disclosures are required to be made in all interim and annual periods after January 1, 2011. These changes will not have an impact on the Company’s financial results as this guidance only relates to additional disclosures.

3.      RESTRICTED FINANCIAL INSTRUMENTS

          The following table represents financial instrument which are restricted in use as of June 30, 2010 and 2009.

    Restriction     2010     2009  
Short-term financial instruments   Pledge, etc.   1,179,364   788,000  
Long-term financial instruments   Pledge , Guarantee deposits for checking account, etc.     197,000     3,000  
   Total       1,376,364   791,000  

          The entire amount of restricted short-term financial instrument is included in short-term financial instruments and the entire amount of restricted long-term financial instrument is included in other non-current assets in the balance sheet.

4.        ACCOUNTS RECEIVABLE

          The following table presents accounts receivable at June 30, 2010 and 2009:

          Current accounts receivable, net

    2010     2009  
Accounts receivable, gross 11,326,377   9,284,748  
 Discount on current accounts receivable   (5,108 )   (23,066 )
 Allowance for doubtful accounts   (210,080 )   (174,601 )
Accounts receivable, net 11,111,189   9,087,081  

          Non-current accounts receivable, net

    2010     2009  
Non-current accounts receivable, gross 1,689,403   2,299,111  
 Discount on accounts receivable   (167,212 )   (232,681 )
 Allowance for doubtful accounts   (16,894 )   (22,991 )
Non-current accounts receivable, net 1,505,297   2,043,439  

          Non-current accounts receivable arose from installment sales of Point of Sale(“POS”) terminals for the three years to merchants. Non-current accounts receivable amounts are determined based on the present value using appropriate risk adjusted discount rate considering environment of counter-party.

F-42



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

5.        INVENTORY

          Inventory valuations as of June 30, 2010 and 2009 are summarized as follows:

      As of June 30, 2010  
            Lower of Cost or     Valuation  
      Cost     Market     Allowance  
  Inventory:                  
        Merchandise 1,380,603   1,380,603     -  
              Total 1,380,603   1,380,603     -  

      As of June 30, 2009  
            Lower of Cost or     Valuation  
      Cost     Market     Allowance  
  Inventory:                  
        Merchandise 1,864,666   1,864,666     -  
              Total 1,864,666   1,864,666     -  

F-43



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.        FAIR VALUE OF FINANCIAL INSTRUMENTS

          Fair value of financial instruments

          The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of June 30, 2010 and 2009:

    2010     2009  
    Carrying     Fair     Carrying     Fair  
    amount     value     amount     value  
Financial assets                        
Cash and cash equivalents 20,017,727   20,017,727   8,565,795   8,565,795  
Short-term financial instruments   3,199,364     3,199,364     1,798,000     1,798,000  
Accounts receivable, net   11,111,189     11,111,189     9,087,081     9,087,081  
Short-term loans, net   2,375     2,375     43,320     43,320  
Non-current accounts receivable,  net   1,505,297     1,505,297     2,043,439     2,043,439  
Available-for-sale securities   100,000     100,000     100,000     100,000  
Other investment securities   222,693     222,693     222,693     222,693  
Long-term financial instruments   213,500     213,500     16,500     16,500  
Long-term loans, net   900,364     833,153     1,241,392     1,136,150  
                         
Total financial assets   37,272,509     37,205,298     23,118,220     23,012,978  
                         
Financial liabilities                        
Accounts payable   6,154,692     6,154,692     5,171,972     5,171,972  
Short-term borrowings   2,000,000     2,000,000     -     -  
Derivatives   -     -     70,406     70,406  
Current portion of long-term debt   6,000,000     6,000,000     4,000,000     4,000,000  
Long-term debt   -     -     6,000,000     5,780,714  
                         
Total financial liabilities 14,154,692   14,154,692   15,242,378   15,023,092  

          The fair values of the financial instruments shown in the above table represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk adjusted discount rates, available observable and unobservable inputs.

F-44



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.        FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

          Fair value of financial instruments (continued)

          The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents, short-term financial instruments, long-term financial instruments, accounts receivable, short-term loans, non-current accounts receivable, accounts payable, short-term borrowings and current portion of long-term debt

          The carrying amounts, at face value or cost plus accrued interest, approximate fair value because of the short maturity of these instruments.

Available for sale and other investment securities

          Debt securities classified as available-for-sale are measured using quoted market prices multiplied by the quantity held when quoted market prices are available. If quoted market prices for those debt securities are not available, the fair value is determined using an income approach valuation technique (present value using the discount rate adjustment technique) that considers, among other things, rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk, the issuer’s credit spread, and illiquidity by sector and maturity. Equity securities that do not have readily determinable fair value are classified as other investment securities and measured at cost less any impairment.

Long-term loans

          The fair value of the long-term loans is determined using an income approach valuation technique (present value using the discount rate adjustment technique) based on the present value of expected future cash flows which incorporates a risk premium to take into account the risks inherent in those expected cash flows. The long-term loans are recorded at their carrying value. The fair value is measured for disclosure purposes.

Long-term debt

          The fair value of the Company’s long term debt is measured using quoted offer side prices when quoted market prices are available. If quoted market prices are not available, the fair value is determined by discounting the future cash flows of each instrument at rates that reflect rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk. For long-term debt measurements, where there are no rates currently observable in publicly traded debt markets of similar terms to companies with comparable credit, the Company uses market interest rates and adjusts that rate for all necessary risks, including its own credit risk. In determining an appropriate spread to reflect its credit standing, the Company considers credit default swap spreads, bond yields of other long-term debt offered by the Company, and interest rates currently offered to the Company for similar debt instruments of comparable maturities by the Company’s bankers as well as other banks that regularly compete to provide financing to the Company. The long-term debt is recorded at its carrying value. The fair value is measured for disclosure purposes.

Derivatives

          All derivatives are recognized on the balance sheet at fair value based on quoted market prices, dealer or counterparty quotes, if available. If quoted market prices are not available, pricing or valuation models are applied to current market information to estimate the fair value.

F-45



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.      FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

          Fair value hierarchy

          Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk.

          Fair value measurements and inputs are categorized into a fair value hierarchy which prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety.

          These levels are:

          The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2010:

    Quoted price in           Significant        
    active markets for     Significant other     unobservable        
    identical assets     observable inputs     inputs        
    (Level 1)   (Level 2)     (Level 3)   Total  
Assets                        
   Available-for-sale securities   -   100,000     -   100,000  
         Total assets at fair value   -     100,000     -     100,000  
                         
Liabilities                        
   Derivatives   -           -        
         Total liabilities at fair value   -     -     -     -  

F-46



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

6.        FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

          Fair value hierarchy (continued)

          The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2009:

    Quoted Price in     Significant Other     Significant        
    Active Markets for     Observable     Unobservable        
    Identical Assets     Inputs     Inputs        
    (Level 1)   (Level 2)     (Level 3)   Total  
Assets                        
   Available-for-sale securities   -   100,000     -   100,000  
         Total assets at fair value   -     100,000     -     100,000  
                         
Liabilities                        
   Derivatives   -     70,406     -     70,406  
         Total liabilities at fair value   -    70,406     -    70,406  

7.       DERIVATIVES

          The Company uses derivative financial instruments primarily to manage the risks associated with fluctuations in interest rates. In 2008, the Company used variable-rate Certificate of Deposit (CD) debt to finance its operations. The debt obligations expose to the Company to variability in interest payments due to changes in interest rates. Management believed that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, management entered into CD based interest rate swap agreements to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of CD. This swap changes the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives CD based variable interest rate payments (CD + 1.425%) and makes fixed interest rate payments of 6.625%, thereby creating the equivalent of fixed-rate debt for the notional amount (₩4,000 million) of its debt hedged. However, the Company did not designate the interest rate related derivatives as hedging instruments under ASC 815 and therefore, any gains or losses on derivatives are recognized in the current income.

           The fair value of derivatives held as of June 30, 2010 and 2009 are as follows:

    Liability derivatives  
    2010     2009  
             
Derivatives:   -   70,406  
 Interest Rate Swap            
Total derivatives not designated as hedging instruments under ASC 815   -   70,406  

          The effects of derivates instruments on income for the periods ended June 30, 2010 and 2009 are summarized as follows:

    Gains (Losses)  
  2010     2009  
Gains (losses) on derivatives 22,266   21,427  

F-47



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

8.      LONG-TERM DEBT

          Long-term debt as of June 30, 2010 and 2009 are summarized as follows:

      Maturity     2010     2009  
  Long-term debt                  
     (Annual interest rate: 4.95~5.77%)   2010   6,000,000   10,000,000  
  Current portion of long-term debt         (6,000,000 )   (4,000,000 )
  Total       -   6,000,000  

          Long-term debt is subject to various restrictive covenants. These covenants typically include restrictions on the debt to equity ratio, credit rating, working capital ratio, and other similar financial ratios. The Company was in compliance with these financial covenants during all periods presented.

9.        PROPERTY AND EQUIPMENT

          Property and equipment as of June 30, 2010 and 2009 are summarized as follows:

      2010     2009  
               
  Cost:            
     Land 981,257   981,257  
     Buildings   625,943     625,943  
     Structures   203,350     203,350  
   Vehicles   25,350     40,629  
     Tools, furniture and fixtures   76,993,018     62,986,908  
     Machinery and equipment   6,054,301     6,054,301  
     Software   5,230,167     4,742,157  
      90,113,386     75,634,545  
  Accumulated depreciation:            
     Buildings   136,326     115,461  
     Structures   139,236     113,817  
     Vehicles   25,350     40,629  
     Tools, furniture and fixtures   54,123,608     44,224,728  
     Machinery and equipment   5,558,521     5,169,204  
     Software   4,003,959     3,501,150  
      63,987,000     53,164,989  
  Accumulated loss on impairment:            
     Tools, furniture and fixtures   -     22,301  
     Machinery and equipment   12,359     -  
      12,359     22,301  
  Carrying amount:            
     Land   981,257     981,257  
     Buildings   489,617     520,915  
     Structures   64,114     102,242  
     Vehicles   -     -  
     Tools, furniture and fixtures   22,869,410     16,671,127  
     Machinery and equipment   483,420     1,109,356  
     Software   1,226,208     1,160,694  
    26,114,027    22,447,255  

F-48



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

9.        PROPERTY AND EQUIPMENT (continued)

          For six-month periods ended June 30, 2010 and 2009, total depreciation expenses for the property and equipment were ₩5,620 million, and ₩4,659 million, respectively. Total depreciation expenses include cost of sales in an amount of ₩4,012 million and ₩3,135 million; and selling, general, administrative expenses of ₩1,608 million, and ₩1,524 million for six-month periods ended June 30, 2010 and 2009, respectively.

10.      INTANGIBLE ASSETS

          Summarized below is the carrying value and accumulated amortization of intangible assets as of June 30, 2010 and 2009:

    As of June 30, 2010  
          Accumulated        
    Gross carrying value     amortization     Net carrying value  
Finite-lived intangible assets:                  
Trademarks 77,057   57,366   19,691  
Total finite-lived intangible assets 77,057   57,366   19,691  

    As of June 30, 2009  
          Accumulated        
    Gross carrying value     amortization     Net carrying value  
Finite-lived intangible assets:                  
Trademarks 77,057   49,979   27,078  
Total finite-lived intangible assets 77,057   49,979   27,078  

          Amortization expenses charged for the periods ended June 30, 2010 and 2009 were ₩3.7 million, respectively.

          Future estimated annual amortization expense for the next five fiscal years is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives and other relevant factors.

Year   Amount  
2011   7,387  
2012   7,387  
2013   1,224  
2014   -  
2015   -  

F-49



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

11.      OTHER ASSETS AND LIABILITIES

Other Current Assets

    2010     2009  
Short-term Loans 2,500   53,416  
 Allowance for doubtful accounts   (125 )   (10,096 )
Other receivables   582,290     439,179  
 Allowance for doubtful accounts   (15,723 )   (23,459 )
Accrued income   42,190     45,136  
Advanced prepayments   3,133,513     4,477,088  
Prepaid expenses   12,780,982     8,122,696  
  16,525,627   13,103,960  
             
Other non-current Assets            
    2010     2009  
Long-term financial instruments 213,500   16,500  
Other investment securities   222,693     222,693  
Long-term loans (*)   947,752     1,306,728  
 Allowance for doubtful accounts   (47,388 )   (65,336 )
Guarantee deposits (**)   3,208,209     3,216,729  
Other investment   1,038,481     1,038,481  
  5,583,247   5,735,795  

(*) Long-term loans include loans to employees for mortgage in an amount of ₩765 million and ₩758 million as of June 30, 2010 and 2009, respectively.
(**) Guarantee deposits consist of deposits for leased offices.

Other current Liabilities

    2010     2009  
Other payables 2,465,520   1,196,341  
Advances from customers   134,099     260,710  
Value-added tax payable   1,098,692     761,741  
Withholdings (*)   11,118,299     6,461,120  
Other accrued expenses   452,020     424,237  
Deposits received   170,751     370,307  
Income taxes payable   1,622,468     1,414,880  
Derivatives   -     70,406  
  17,061,849   10,959,742  

(*) Withholdings are related to the Payment Gateway Service for accounts received from the credit card companies withheld before they are passed to the on-line shopping mall.

Other non-current Liabilities

    2010     2009  
Unrecognized tax benefits(Note15) 1,036,750   148,135  
  1,036,750   148,135  

F-50



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

12.      OTHER INCOME (EXPENSE), net

Other income(expense), net   2010     2009  
Loss on foreign currency transactions (104 ) (113 )
Gain on disposal of property and equipment   2,267     1,642  
Loss on impairment of property and equipment   (12,359 )   -  
Gain on valuation of derivates   22,266     21,427  
Donations   (267,611 )   (15,460 )
Miscellaneous   (1,124 )   -  
  (244,306 ) 7,496  

13.      EQUITY

          Common stock

          The holder of each share of common stock has the right to one vote. The number of issued common shares as of June 30, 2010 and 2009 are 13,605,766, respectively. All common stock is issued at par value. Amount of capital stock and additional paid-in capital as of June 30, 2010 and 2009 are as follows:

    2010     2009  
Capital stock:            
   Common stock 6,802,883   6,802,883  
      Total 6,802,883   6,802,883  
             
Additional paid-in capital:            
   Other paid-in capital 33,568   33,568  
      Total 33,568   33,568  

          Stock retirement

          Total amount of common stocks retired as of June 30, 2010 and 2009 are as follows:

          2010     2009        
  Shares     Amount     Shares     Amount  
Common stock   -     -     946,018     473,009  
   Total   -     -     946,018     473,009  

          According to ASC 505, if an enterprise’s stock is retired, an excess of purchase price over par or stated value may be allocated between additional paid-in capital and retained earnings. On March 26, 2009, the Company repurchased and retired 946,018 shares of common stock and an excess of repurchase price over par value was allocated to the retained earnings for amount of ₩3,615 million.

F-51



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

14.      ACCRUED SEVERANCE BENEFITS

          Accrued severance benefits as of June 30, 2010 and 2009 are as follows:

    2010     2009  
             
             
Balance at beginning of period 2,458,097   1,993,792  
Provision for severance benefits   569,331     405,862  
Severance payments during the period   (323,104 )   (148,307 )
Balance at end of period   2,704,324     2,251,347  
Deposit for severance benefits insurance   (1,511,464 )   (1,168,925 )
Accrued severance benefits 1,192,860   1,082,422  

          The severance benefits are funded approximately 55.9% and 51.9% as of June 30, 2010 and 2009, respectively through severance insurance deposits with the Shinhan Life Insurance Company and the Hana Bank for the payment of severance benefits. The Company has no additional liability once the amount has been contributed, thus the Company deducts contributions made to the severance insurance deposits from accrued severance benefit liabilities. The beneficiaries of the severance insurance deposit are the Company’s employees.

          The Company expects to pay the following severance benefits, which are currently accrued for the Company’s obligation through June 30, 2010, to its employees. If they terminate upon their normal retirement age:

2011   -  
2012   -  
2013   -  
2014   -  
2015   -  
2016~2020 235,392  

          The above amounts were determined based on the employees’ current salary rates and the number of service years that will be accumulated upon their retirement date. These amounts do not include amounts that might be paid to employees who will cease working with the Company before their normal retirement age.

15.      INCOME TAXES

          In accordance with the amendment of Corporate Tax Act enacted in 2008, the statutory income tax rate was amended to 24.2% effective for fiscal year 2009 and 22.0% for fiscal years 2010 and thereafter. However, in 2009, Corporate Income Tax Law was further amended and the statutory income tax rate of 24.2% is effective for fiscal years 2009 until 2011 and 22% for fiscal years 2012 and thereafter. Accordingly, deferred income taxes as of December 31, 2009 were calculated based on the enacted rates of 24.2% and 22.0% .

F-52



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

15.      INCOME TAXES (continued)

          Actual income tax expense differs from the theoretical amount that would arise at the Korean statutory tax rate for six months ended June 30, 2010 and 2009 as follows:

    2010     2009  
             
Income tax expense at Korean statutory tax rate 2,526,580   1,920,220  
Nondeductible items   113,806     (90,455 )
Adjustments to uncertain and effectively settled tax positions   (688,185 )   (276,014 )
Income tax exemption   68,283     (5,524 )
Other   (31,256     115,595  
   Income tax expense(benefit) 1,989,228   1,663,822  

          The following is a reconciliation of income taxes computed at the Korean tax rate to actual effective income tax provision:

    2010     2009  
             
Statutory income tax rate   24.2%     24.2%  
Expenses not deductible for tax purposes   1.1     (1.1 )
Tax exemptions   (6.6 )   (3.5 )
FIN 48 tax contingencies and settlements   0.6     (0.1 )
Others   (0.3 )   1.3  
Effective income tax rate   19.0%     20.8%  

F-53



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

15.      INCOME TAXES (continued)

          Deferred tax assets and liabilities

          Deferred income taxes reflect the temporary differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes. The primary components of the temporary differences that gave rise to the Company’s deferred tax assets and liabilities as of June 30, 2010 and 2009, and their classification, were as follows:

Deferred tax assets            
    2010     2009  
         Investment securities 271,154   293,155  
         Depreciation and amortization   112,542     49,014  
         Derivatives   -     15,489  
         Advanced payments   -     169,806  
         Other payables   487,232     379,238  
         Advances from customers   21,341     51,398  
         Accrued severance benefits   512,685     411,465  
         Bad debt   207.501     6,609  
         Other   113,492     121,679  
                   Total deferred tax assets 1,725,947   1,497,853  

Deferred tax liabilities            
    2010     2009  
         Accounts receivable 960,589   774,248  
         Other current assets   9,560     9,265  
         Deposit for severance benefits insurance   332,522     257,163  
         Other   587,872     -  
                    Total deferred tax liabilities 1,890,543   1,040,676  

Reported as:            
    2010     2009  
             
         Current deferred tax assets -   175,164  
         Non-current deferred tax assets   -     282,013  
         Current deferred tax liabilities   12,060     -  
         Non-current deferred tax liabilities   152,536     -  
         Net deferred income tax assets(liabilities) (164,596 ) 457,177  

F-54



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

15.      INCOME TAXES (continued)

          Uncertain tax positions

          On January 1, 2009, the Company adopted the provisions of ASC 740 which set outs a consistent framework to determine the appropriate level of tax reserve for uncertain tax positions. ASC Subtopic 740-10 originally was effective for fiscal years beginning after December 15, 2006. The FASB issued ASC Subtopic 740-10 (FSP FIN 48-3, Effective date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises), which deferred the effective date of ASC Subtopic 740-10 for nonpublic entities that had not already issued a complete set of annual financial statements fully reflecting ASC Subtopic 740-10’s requirements or are consolidated entities of public entities that report in US GAAP. This means that ASC Subtopic 740-10 was required for such entities with fiscal years beginning after December 15, 2008 and accordingly, the Company adopted the provisions in 2009.

          The following table is a reconciliation of the beginning and ending amount of the Company’s gross unrecognized tax benefits for the six-month periods ended June 30, 2010 and 2009:

    2010  
Beginning balance 963,778  
     Gross increases/(decreases) – tax positions in prior period   -  
     Gross increases/(decreases) – current period tax positions   72,972  
     Settlements   -  
     Lapse of statute of limitations   -  
Ending balance 1,036,750  

  2009  
Beginning balance 154,210  
     Gross increases/(decreases) – tax positions in prior period   -  
     Gross increases/(decreases) – current period tax positions   (6,075 )
     Settlements   -  
     Lapse of statute of limitations   -  
Ending balance 148,135  

          Upon adoption at January 1, 2009, the Company’s decreased retained earnings by ₩154,210 thousand. For the six-month periods ended June 30, 2009, the unrecognized tax benefit decreased by ₩6,075 thousand which all related to permanent differences. As of June 30, 2009, the Company’s total unrecognized tax benefits that, if recognized, would affect the effective tax rate is ₩148,135 thousand. During the six-month periods ended June 30, 2009, the Company recognized approximately ₩82 thousand for the payment of interest and penalty. The Company had approximately ₩11,544 thousand and ₩5,661 thousand for the payment of interest and penalties accrued in the balance sheet as of June 30,2009.

          For the six-month periods ended June 30, 2010, the unrecognized tax benefit increased by ₩72,972 thousand which all related to permanent differences. As of June 30, 2010, the Company’s total unrecognized tax benefits that, if recognized, would affect the effective tax rate is ₩1,036,750 thousand. During the six-month periods ended June 30, 2010, the Company recognized approximately ₩3,687 thousand for the payment of interest and penalty. The Company had approximately ₩18,090 thousand and ₩39,827 thousand for the payment of interest and penalties accrued in the balance sheet as of June 30,2010.

          The Company files income tax returns in the Republic of Korea. In 2007, the Korea National Tax Service, or NTS, has effectively completed the examination of the Company’s returns in the Republic of Korea related to years 2002 through 2006.

          It is expected that the amount of unrecognized tax benefits will also change for other reasons in the next 12 months; however, the Company does not expect the change to have a significant impact on our financial position or results of operations

F-55



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

16.      EARNINGS PER SHARE

          Basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period, less the weighted average number of shares subject to stock retirement.

          The following details the computation of earnings per share of common stock for six months ended June 30, 2010 and 2009:

    2010     2009  
             
Net income 8,507,918   6,321,908  
Weighted average shares used in computing basic earnings per share   13,800,153     14,044,802  
Basic earnings per share   617     450  

17.      COMMITMENTS AND CONTINGENCIES

          The Company is involved in a total of four litigations that have arisen in the ordinary course of business, including matters involving price fixing. The results and timing of the ultimate resolutions of these proceedings are inherently unpredictable. The outcome of any claim, suit, assessment, investigation, or legal proceeding, individually or collectively will depend on a number of variables, including the nature, timing, and amount of any associated expenses, amounts paid in settlement, damages or other remedies or consequences. As of June 30, 2010, the Company did not accrue liabilities with respect to the pending litigations. The Company will accrue a liability when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss.

          As of June 30, 2010, the Company has guarantees provided by non-related party for the Company as follows:

  Providing by     Amount   Description
             
  Seoul Guarantee Insurance Co., Ltd.   10,456,000   Payment guarantee provided by the insurance company

18.      PLEDGED ASSETS

          Details of assets pledged by the Company as collateral for operating activities as of June 30, 2010 are as follows

  Pledged to   Pledged assets     Pledged amount
  Kookmin Bank   Short-term financial instruments   1,079,364
  Industrial Bank of Korea   Short-term financial instruments     100,000
  Shinhan Bank   Long-term financial instruments     194,000
           1,373,364

F-56



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

19.      SUPPLEMENTAL CASH FLOWS INFORMATION

          Supplemental cash flows information for the periods ended June 30, 2010 and 2009 is as follows:

    2010     2009  
             
Cash paid during the year for            
         Interest 255,509   267,960  
         Income taxes   2,184,689     1,118,759  
  2,440,198   1,386,719  

20.      RELATED PARTY TRANSACTIONS

          Significant transactions which occurred in the normal course of business with related companies as of June 30, 2010 and 2009 are as follows:

Relationship   Name     Transaction     2010     2009  
                         
Other   Kooryoonsoft Co. Ltd     Sales and others   15,336   38,540  
          Purchases and others   242,965   202,207  

          Account balances with related companies as of June 30, 2010 and 2009 are as follows:

Relationship   Name     2010     2009  
          Receivables     Payables     Receivables     Payables  
Other   Kooryoonsoft Co. Ltd   21,191     -   106,065   22,677  

21.      CONCENTRATIONS OF CREDIT RISKS

          Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted deposits, and accounts receivable. Substantially all of the Company’s cash, cash equivalents, and short-term and long-term financial instruments are held at financial institutions that management believes to be of high credit quality.

          A substantial portion of the Company’s sales for six months ended June 30, 2010 and 2009 were made to credit card companies. Sales and accounts receivable from customers accounting for 10% or more of the Company’s sales are as follows:

      Sales for the period ended     Accounts receivable as of  
Major Customers     June 30, 2010     June 30, 2010  
BC Card   10,811,047   1,995,160  
NTS (National Tax Service)     4,053,506     2,371,165  
Shinhan Card     8,792,240     1,611,020  
Kookmin Card     7,009,895     1,261,050  
    30,666,688   7,238,395  

      Sales for the period ended     Accounts receivable as of  
Major Customers     June 30, 2009     June 30, 2009  
BC Card   10,275,047   2,353,548  
NTS (National Tax Service)     2,462,656     1,448,175  
Shinhan Card     6,733,393     1,250,688  
Kookmin Card     5,919,433     1,064,968  
    25,390,529   6,117,379  

F-57



KSNET, Inc.
Notes to the Unaudited Financial Statements
For the six months ended June 30, 2010 and 2009
(All amounts stated in thousands of Korean won, unless otherwise stated)

22.      SUBSEQUENT EVENTS

          On September 16, 2010, Net 1 UEPS Technologies, Inc. announced that it had agreed to purchase 98.73% of the outstanding share capital of the Company for ₩270 billion in cash, subject to a post-closing working capital adjustment. The acquisition closed on October 29, 2010 and the acquisition was made by Net 1 Applied Technologies Korea, an indirect wholly-owned subsidiary of Net 1 UEPS Technologies, Inc.

F-58


NET 1 UEPS TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Overview

          The following unaudited pro forma combined financial statements have been prepared to give effect to the Acquisition. We have prepared these unaudited pro forma combined financial statements based on (a) our historical audited consolidated financial statements as of and for the year ended June 30, 2010 and (b) financial information for KSNET as of the same date and for the same period which has been derived as described below. The unaudited pro forma combined financial statements present the pro forma financial position and results of operations of the combined company based on the historical financial information and after giving effect to the Acquisition and certain adjustments which we believe to be factually supportable as described in the notes to the unaudited pro forma combined financial statements.

          We have presented an unaudited pro forma combined balance sheet which combines the historical balance sheets of Net1 and KSNET, each as of June 30, 2010, as if the Acquisition had occurred on that date. We have presented an unaudited combined pro forma statement of operations of Net1 and KSNET which combines the historical statements of operations of Net1 for the year ended June 30, 2010, and financial information for KSNET for the same period, as if the Acquisition had occurred on July 1, 2009.

          Our fiscal year ends on June 30 and KSNET’s fiscal year ends on December 31. SEC rules require us to prepare the pro forma statement of operations by using our fiscal year end and bring KSNET’s statement of operations up to within 93 days of our fiscal year end. Thus, we have prepared the pro forma combined statement of operations to coincide with our fiscal year end as follows:

          We used KSNET’s statement of operations for the year ended December 31, 2009, added the first six months of KSNET’s 2010 fiscal year (i.e. the six months ended June 30, 2010) and deducted the comparable period of KSNET’s 2009 fiscal year (i.e., the six months ended June 30, 2009).

          The financial information of KSNET which has been derived as described above for the year ended June 30, 2010, was prepared in accordance with US GAAP, is unaudited, and is denominated in Korean Won (“KRW”). An exchange rate of $1/KRW1,217.73 has been used to translate KSNET’s historical balance sheet as of June 30, 2010, from KRW to U.S. dollars, based on the closing exchange rate as of June 30, 2010, as reported by an independent external source (www.oanda.com) (“Oanda”). An exchange rate of $1/KRW1,183.33 has been used to translate KSNET’s results of operations for the year ended June 30, 2010, from KRW to U.S. dollars, based on the average daily exchange rate for the year ended June 30, 2010, as reported by Oanda.

          The Acquisition has been recorded using the purchase method of accounting. Under the purchase method of accounting, the aggregate consideration paid is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values on the transaction date. Any purchase price in excess of net assets acquired is recorded as goodwill. These unaudited pro forma combined financial statements have been prepared based on preliminary estimates of fair values. The actual amounts and the allocation between net tangible and intangible assets ultimately recorded may differ materially from the information presented in these unaudited pro forma combined financial statements, including property, plant and equipment, identifiable intangible assets and residual goodwill. The preliminary estimates of the fair values of the assets acquired and liabilities assumed reflected herein are subject to change based upon completion of the valuation of the assets acquired and liabilities assumed as of the closing date.

          No account has been taken within these unaudited pro forma combined financial statements of any future changes in accounting policies or any synergies (including cost savings), all of which may or may not occur as a result of the Acquisition. In addition, the impact of ongoing integration activities and other changes in KSNET’s assets and liabilities could cause material differences in the information presented.

          These unaudited pro forma combined financial statements are not necessarily indicative of the consolidated results of operations or financial position of the combined company that would have been reported had the Acquisition been completed as of the dates presented, and are not necessarily representative of future consolidated results of operations or financial condition of the combined company.

          You should read these unaudited pro forma combined financial statements in conjunction with the historical audited consolidated financial statements and accompanying notes of KSNET included in Item 9.01(a) of this Form 8-K/A and our audited consolidated financial statements included in our Annual Report on Form 10-K. Certain KSNET balances have been reclassified to conform to the balance sheet and statement of operations presentation of Net1.

F-59


UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(in thousands, except per share data or unless otherwise indicated)
As of June 30, 2010

    Net1     KSNET     KSNET     Pro forma           Pro forma  
    (USD ‘000)     (KRW M)     (USD ‘000)   adjustments     Notes     (USD ‘000)  
ASSETS                                    
Current assets                                    
       Cash and cash equivalents   153,742     8,899     7,308     (116,610 )   3(a)     44,440  
       Pre-funded social welfare grants receivable   6,660     -     -                 6,660  
       Accounts receivable, net   41,854     27,637     22,695                 64,549  
       Finance loans receivable, net   4,221     -     -                 4,221  
       Inventory   3,622     1,381     1,134                 4,756  
       Deferred income taxes   16,330     -     -                 16,330  
       Other current assets   -     3,199     2,627                 2,627  
           Total current assets before settlement assets   226,429     41,116     33,764     (116,610 )         143,583  
Settlement assets   83,661     11,118     9,130                 92,791  
Total current assets   310,090     52,234     42,894     (116,610 )         236,374  
Long term receivable,   7,423     100     82                 7,505  
Property, plant and equipment, net   7,286     26,114     21,445                 28,731  
Equity-accounted investments   2,598     -     -                 2,598  
Goodwill   76,346     -     -     92,800     3(b)     169,146  
Intangible assets, net   68,347     20     16     117,691     3(c)   186,054  
Other long-term assets   -     7,089     5,821                 5,821  
TOTAL ASSETS   472,090     85,557     70,258     93,881           636,229  
       LIABILITIES                                    
Current liabilities                                    
                      5,393     3(d)      
       Trade payables   3,596     6,155     5,054     2,855     3(e)     16,898  
       Other payables   50,855     5,369     4,409     592     3(f)     55,856  
       Short-term borrowings   -     2,000     1,642                 1,642  
       Current portion of long-term debt   -     6,000     4,927     6,672     3(g)   11,599  
       Income taxes payable   3,476     1,622     1,332                 4,808  
           Total current liabilities before settlement obligations   57,927     21,146     17,364     15,512           90,803  
Settlement obligations   83,661     11,118     9,130                 92,791  
Total current liabilities   141,588     32,264     26,494     15,512           183,594  
Deferred income taxes   38,858     153     125     26,494     3(c)   65,477  
Long-term debt   4,343     -     -     100,495     3(g)     104,838  
Accrued severance benefits   -     1,193     980                 980  
TOTAL LIABILITIES   184,789     33,610     27,599     142,501           354,889  
Common stock   59     6,803     5,587     (5,587 )   3(h)   59  
Additional paid-in-capital   133,543     34     28     (28 )   3(h)     133,543  
Treasury shares   (173,671 )   -     -                 (173,671 )
Accumulated other comprehensive income   (66,396 )   -     -                 (66,396 )
                      (5,393 )   3(d)        
                      (2,855 )   3(e)        
                      (592 )   3(f)        
Retained earnings   392,343     45,110     37,044     (37,044 )   3(h)     383,503  
TOTAL NET1 EQUITY   285,878     51,947     42,659     (51,499 )         277,038  
Non-controlling interest   1,423     -     -     2,879           4,302  
TOTAL EQUITY   287,301     51,947     42,659     (48,620 )         281,340  
TOTAL LIABILITIES AND EQUITY   472,090     85,557     70,258     93,881           636,229  

See accompanying notes to unaudited pro forma combined financial statements.

F-60


UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data or unless otherwise indicated)
For the year ended June 30, 2010

    Net1     KSNET     KSNET     Pro forma           Pro forma  
    (USD ‘000)     (KRW M)     (USD ‘000)     adjustments     Notes     (USD ‘000)  
                                     
Revenue   280,364     101,578     85,841                 366,205  
                                     
Expenses                                    
   Cost of goods sold, IT processing,                                    
   servicing and support   72,973     54,437     46,003                 118,976  
                      39     3(e)        
                      164     3(f)      
   General and administration   80,854     25,902     21,889     202     3(i)     103,148  
   Depreciation and amortization   19,348     3,141     2,654     12,046     3(c)     34,048  
Impairment of goodwill   37,378     -     -                 37,378  
                                     
Operating income (loss)   69,811     18,098     15,295     (12,451 )         72,655  
                                     
                      (7,731 )   3(a)      
Interest income (expense), net   9,069     156     132     (7,852 )   3(e)     (6,382 )
                                     
Net income (loss) before income taxes   78,880     18,254     15,427     (28,034 )         66,273  
                                     
                      (2,671 )   3(a)        
                      (2,915 )   3(c)        
Income tax expense (benefit)   40,822     4,176     3,529     40     3(f)   38,805  
                                     
Net income (loss) before earnings from equity-accounted investments   38,058     14,078     11,898     (22,488 )       27,468  
                                     
Earnings from equity-accounted investments   93     -     -                 93  
                                     
Net income (loss)   38,151     14,078     11,898     (22,488 )         27,561  
                                     
Add: Net loss attributable to non-controlling interest   (839 )   -     -             (839 )
                                     
Net income (loss) attributable to Net1   38,990     14,078     11,898     (22,488 )         28,400  
                                     
Earnings per share:                                    
Basic earnings   0.84                             0.61  
Diluted earnings   0.84                             0.61  
                                     
Weighted-average number of outstanding shares of common stock used to calculate basic earnings per share   46,244,609             60,000     3(i)   46,304,609  
                                     
Weighted-average number of outstanding shares of common stock used to calculate diluted earnings per share   46,434,608             60,000     3(i)     46,494,608  

See accompanying notes to unaudited pro forma combined financial statements.

F-61


NET 1 UEPS TECHNOLOGIES, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. Basis of presentation

          The accompanying unaudited pro forma combined financial statements present the pro forma financial position and results of operations of the combined company based on the historical financial information and after giving effect to the Acquisition and certain adjustments which we believe to be factually supportable, which are described in these notes. The Acquisition has been recorded using the purchase method of accounting, with Net1 as the acquirer. Please refer to “Overview” for further discussion of the basis of presentation of these unaudited pro forma combined financial statements.

          Certain KSNET balances have been reclassified to conform to the balance sheet and statement of operations presentation of Net1 as described in Note 3(j).

2. Acquisition of KSNET

          The following table sets forth the components of the purchase price for the Acquisition (using exchange rates applicable as of June 30, 2010 for cash paid at closing):

      USD ‘000  
  Cash paid at closing to former KSNET shareholders   221,724  
  Cash payable to former KSNET shareholders resulting from the working capital adjustment   2,053  
         Total purchase price   223,777  

          The following table sets forth the preliminary allocation of the purchase price:

    USD ‘000  
Cash and cash equivalents   7,308  
Accounts receivable, net   22,695  
Inventory   1,134  
Other current assets   2,627  
Settlement assets   9,130  
Long term receivable,   82  
Property, plant and equipment, net   21,445  
Goodwill   92,800  
Intangible assets, net   117,708  
Other long-term assets   5,821  
Trade payables   (5,054 )
Other payables   (4,409 )
Short-term borrowings   (1,642 )
Current portion of long-term borrowings   (4,927 )
Income taxes payable   (1,332 )
Settlement obligations   (9,130 )
Deferred income taxes - long-term liabilities   (26,620 )
Accrued severance benefits   (980 )
     Total net assets of KSNET attributable to shareholders, including goodwill   226,656  
             Less attributable to non-controlling interest   (2,879 )
                  Total purchase price   223,777  

F-62


          The preliminary purchase price allocation is based on management estimates as of January 12, 2011, and may be adjusted up to one year following the closing of the Acquisition. The purchase price allocation has not been finalized, as management has not yet analyzed in detail the assets acquired and liabilities assumed. We expect to finalize the purchase price allocation on or before June 30, 2011. The actual amounts and the allocation between net tangible and intangible assets ultimately recorded may differ materially from the information presented in these unaudited pro forma combined financial statements, including property, plant and equipment, identifiable intangible assets and residual goodwill.

          3. Pro forma adjustments

          The following are descriptions of each of the pro forma adjustments included in the unaudited pro forma combined financial statements:

(a) Reduction in cash and cash equivalents and interest income

Represents the estimated reduction in interest income of $7.7 million on Net1’s cash reserves of $116.6 million for the year ended June 30, 2010, which was used to fund the a portion of the Acquisition at an assumed pre-tax South African interest rate of 6.63% . The tax effect of $2.7 million related to this adjustment is included on the income tax expense line in the unaudited pro forma combined statement of operations.

(b) Goodwill

Represents the excess of the purchase price over the fair value of net assets acquired of $133.8 million as presented within the preliminary purchase price allocation in Note 2 above.

(c) Acquired intangible assets and amortization expense

Represents the portion of the purchase price allocated to KSNET’s intangible assets acquired, at estimated fair values based on management’s estimates. As of June 30, 2010, these assets had a carrying value on KSNET’s balance sheet of approximately $1 million. As noted above, this identification and estimation of fair value is provisional and may change when the final purchase price allocation is made. Since the tax basis of these identifiable intangible assets is less than their accounting basis, the purchase price allocated to these assets results in additional deferred tax liabilities.

                        Annual        
      Fair value           Estimated     amortization     Annual  
      (KRW     Fair value     useful life     expense (1)     tax effect  
      million)     (USD ‘000)     (in years)     (USD ‘000)     (USD ‘000)  
  Finite lived intangibles assets                              
  Customer relationships   106,624     87,560     15     5,837     1,413  
  Software   33,032     27,126     5     5,425     1,313  
  Trade names   4,860     3,991     20     443     107  
      144,516     118,677           11,705     2,833  
  Deferred tax liabilities                              
  Customer relationships   23,692     19,456                    
  Software   7,484     6,146                    
  Trade names   1,087     892                    
      32,263     26,494                    

  (1)

Using the average exchange rate for the year ended June 30, 2010, the total annual amortization expense related to these intangible assets was $12.0 million. The deferred tax effect of $2.9 million related to this adjustment is included on the income tax expense line in the unaudited pro forma combined statement of operations.

(d) Transaction costs – incurred subsequent to June 30, 2010

Represents the Company’s estimate of the expected KSNET acquisition costs of $5.4 million owing to external professional advisors for services provided which are not reflected in Net1’s June 30, 2010 consolidated balance sheet. These costs have been accrued as a current liability. We do not expect to deduct these expenses for tax purposes. Because we are required to expense these costs as they are incurred, we have charged them to retained earnings as of June 30, 2010. No adjustment has been made to the unaudited pro forma combined statement of operations for these costs as they are non-recurring.

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(e) Upfront fees, deferred financing costs and interest expense

On signing the Facilities Agreement, upfront fees and deferred financing costs of KRW 3.5 billion (equivalent of $2.9 million) at the USD/ KRW exchange rate on June 30, 2010, were paid. Accordingly, an amount of $2.9 million is included in accounts payable as of June 30, 2010.

Represents interest of $7.5 million under the Facilities Agreement for the year ended June 30, 2010, using the Korea CD rate of 2.66% plus the margin of 4.10% . Amount also includes $0.4 million which represents twelve months of amortization of the total deferred financing costs, or KRW 1.7 billion (equivalent of $1.3 million) at the USD/ KRW exchange rate on July 1, 2009, on signing the Facilities Agreement.

A change of 1/8th of a percentage point in the CD rate results in a change of KRW 0.2 billion (equivalent of $0.1 million) in the interest expense.

(f) Salary and cash incentive compensation

Represents the effect of the increase in the salary and cash incentive compensation of a member of KSNET’s management. We agreed to these compensation arrangements as a condition to the closing of the Acquisition, which became effective on closing and remain fixed until June 30, 2013. The expected incremental difference between the compensation expense included in KSNET’s historical statement of operations and the new compensation arrangements are reflected in the combined pro forma combined statement of operations.

(g) Long-term debt and current portion of long-term debt

Represents a loan in the principal amount of KRW 130.5 Billion, or $107.2 million, translated at exchange rates prevailing on June 30, 2010, under the senior facilities agreement (“Facilities Agreement”) used to fund a portion of the Acquisition. Under the Facilities Agreement, $6.7 million of the total $107.2 million facility is repayable one year after the initial draw down of the facility. As a result, we have included this amount within current liabilities and the remainder in long-term debt in the unaudited pro forma combined balance sheet.

(h) Elimination of KSNET shareholders’ equity

Represents the elimination of KSNET’s common stock of $5.6 million, additional paid in capital of $0.03 million and retained earnings of $37.0 million, acquired by Net1.

(i) Stock-based compensation

Represents the annual stock-based compensation charge of $0.2 million related to 60,000 restricted shares of Net1’s common stock awarded to a member of KSNET’s management. The restricted stock vests on June 30, 2014, unless the recipient fails to receive a conditional incremental bonus for each of the fiscal years ended June 30, 2011, 2012, 2013 and 2014, in which event the restricted stock shall not vest. We have assumed that all 60,000 shares of restricted stock will vest on June 30, 2014. The restricted stock has been valued using the closing price, or $12.33, of our common stock on October 29, 2010, the acquisition date, and the effective date of the restricted stock award agreement. We do not expect to deduct this stock-based compensation charge for tax purposes.

(j) Reclassifications

Certain balances have been reclassified from the financial statements of KSNET so their presentation would be consistent with Net1.

The following reclassifications have been made to the balance sheet as of June 30, 2010 (in millions):

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      KRW   
  Cash and cash equivalents      
        KSNET:      
                 Cash and cash equivalents   20,017  
                 Reclassified to settlement assets   (11,118 )
                             KSNET cash and cash equivalents after reclassification   8,899  
         
  Accounts receivable, net      
         KSNET:      
                 Accounts receivable, net   11,111  
                 Other current assets   16,526  
                         KSNET accounts receivable, net after reclassification   27,637  
  Other long-term assets, net      
         KSNET:      
                 Other long-term assets   5,583  
                 Non-current accounts receivable, net   1,506  
                             KSNET other loan-term assets, net after reclassification   7,089  
  Other current liabilities      
         KSNET:      
                 Other current liabilities   17,061  
                 Deferred tax liabilities   12  
                 Other non-current liabilities   1,036  
                 Reclassified to settlement obligations   (11,118 )
                 Reclassified to income taxes payable   (1,622 )
                         KSNET other current liabilities after reclassification   5,369  

No significant reclassifications were made to the statement of operations for the year ended June 30, 2010.

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SIGNATURES

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 hereunto duly authorized.

  NET 1 UEPS TECHNOLOGIES, INC.
   
   
Date: January 12, 2011 By: /s/ Serge Belamant
  Dr. Serge C.P. Belamant
  Chief Executive Officer