As filed with the Securities and Exchange Commission on May 12, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

[_]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                                       OR

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

                          Commission File No.: 0-30690

                                  EUROTRUST A/S
                                      f/k/a
                                 Euro909.com A/S
               (Exact name of Company as specified in its charter)

               EUROTRUST A/S                          THE KINGDOM OF DENMARK
(Translation of Company's name into English)      (Jurisdiction of incorporation
                                                          or organization)

                              POPPELGAARDVEJ 11-13
                              2860 SOEBORG DENMARK
                    (Address of principal executive offices)

Securities   registered   or   to   be
registered  pursuant to Section  12(b)
of the Act:                               None

Securities   registered   or   to   be
registered  pursuant to Section  12(g)
of the Act:                               None

Securities   for  which   there  is  a    American   Depositary   Shares,   each
reporting   obligation   pursuant   to    representing   six  ordinary   shares,
Section 15(d) of the Act:                 nominal  value  DKK 1.25 per  ordinary
                                          share.

Indicate  the  number  of  outstanding    Ordinary  shares  31,753,474
shares   of  each  of  the   Company's    American Depositary Shares: 4,389,538
classes of capital or common  stock as
of close of the period  covered by the
annual report (December 31, 2003):


        Indicate by check mark whether the Company (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          YES [X]              NO [ ]

        Indicate by check mark which financial statement item the Registrant has
elected to follow

                      Item 17 [_]         Item 18 [X]

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

EXCHANGE RATE INFORMATION......................................................3

ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS..............4

ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE............................4

ITEM 3.     KEY INFORMATION....................................................4

ITEM 4.     INFORMATION ON THE COMPANY........................................14

ITEM 5.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS......................26

ITEM 6.     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES........................39

ITEM 7.     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.................46

ITEM 8.     FINANCIAL INFORMATION.............................................48

ITEM 9.     THE OFFER AND LISTING.............................................49

ITEM 10.    ADDITIONAL INFORMATION............................................50

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........55

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES............56

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES...................56

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
            AND USE OF PROCEEDS...............................................56

ITEM 15.    CONTROLS AND PROCEDURES...........................................56

ITEM 16.    RESERVED..........................................................56

ITEM 16A.   AUDIT COMMITTEE FINANCIAL EXPERT..................................57

ITEM 16B.   CODE OF ETHICS....................................................57

ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES............................57

ITEM 16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT...................58

ITEM 16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED.......58

ITEM 17.    FINANCIAL STATEMENTS..............................................58

<PAGE>


ITEM 18.    FINANCIAL STATEMENTS..............................................58

ITEM 19.    EXHIBITS..........................................................59

SIGNATURES....................................................................60


                                       2
<PAGE>


                            EXCHANGE RATE INFORMATION

        In this annual report,  unless otherwise specified or unless the context
otherwise  requires,  all references to "$" or "dollars" are to U.S. dollars and
all references to "DKK" are to Danish  kroner.  We have converted DKK amounts as
of  December  31,  2003 into U.S.  dollars  at an  exchange  rate of $1.00 = DKK
5.9576,  which was the noon buying rate on December 31, 2003,  the last business
day of the  year.  We do not make any  representation  that  the  Danish  kroner
amounts could have been, or could be,  converted into U.S.  dollars at that rate
on December 31, 2003, or at any other rate.

        Unless specifically indicated or the context clearly indicates otherwise
all  references  to our ordinary  shares shall  include our American  Depositary
Shares (ADSs) and vice-versa.

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

        WE USE THE TERMS "WE", "OUR", "US", EUROTRUST" AND "THE COMPANY" TO MEAN
EUROTRUST A/S AND ITS SUBSIDIARIES AND THEIR RESPECTIVE PREDECESSORS.

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

        AS NO INDEPENDENT SOURCES OF INDUSTRY DATA ARE AVAILABLE,  INDUSTRY DATA
CONTAINED  HEREIN,  INCLUDING MARKET SIZE DATA, ARE BASED ON OUR ESTIMATES WHICH
ARE DERIVED FROM INTERNAL MARKET STUDIES AND MANAGEMENT CALCULATIONS.

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

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        This report on Form 20-F contains  "forward-looking  statements"  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995 regarding
our plans and  objectives  and  future  operations.  Forward-looking  statements
attempt  to  predict  future  occurrences  and  are  identified  by  words  like
"believe,"  "may,"  "intend,"  "will,"  "expect,"  "anticipate,"  "estimate"  or
"continue," or other comparable terms.  Forward-looking statements involve known
and unknown  risks,  uncertainties  and other  factors that may cause our actual
results,  performance or achievements to be materially different from any future
results,   performance   or   achievements   expressed   or   implied  by  these
forward-looking  statements.  The  forward-looking  statements  included in this
report  are  based on  current  expectations  that  involve  numerous  risks and
uncertainties.  Our plans and  objectives  are based,  in part,  on  assumptions
involving judgments about, among other things, future economic,  competitive and
market conditions and future business  decisions,  all of which are difficult or
impossible  to predict  accurately  and many of which are  beyond  our  control.
Although  we  believe  that  our  assumptions   underlying  the  forward-looking
statements are reasonable,  any of these assumptions could prove inaccurate and,
therefore, we cannot assure you that the forward-looking  statements included in
this report will prove to be accurate. In light of the significant uncertainties
inherent in the  forward-looking  statements included in this report, you should
not assume,  and we cannot  assure you,  that we can achieve our  objectives  or
implement  our  plans.  Factors  that could  cause our actual  results to differ
materially  from  those  expressed  or  implied  by  forward-looking  statements
include,  but are not limited to, the factors set forth under the headings  "Key
Information - Risk Factors"  (Item 3.D),  "Information  on the Company" (Item 4)
and "Operating and Financial Review and Prospects" (Item 5).

                                       3
<PAGE>


ITEM 1.       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

        Not required because this Form 20-F is filed as an Annual Report.

ITEM 2.       OFFER STATISTICS AND EXPECTED TIMETABLE

        Not required because this Form 20-F is filed as an Annual Report.

ITEM 3.       KEY INFORMATION

A.      SELECTED FINANCIAL DATA

        The selected consolidated  financial data presented below as of December
31, 1999, 2000, 2001, 2002 and 2003 and for the years then ended have been taken
or are derived  from our audited  consolidated  financial  statements  for those
periods.  The  selected  consolidated  financial  data  have  been  prepared  in
accordance with generally accepted accounting principles in the United States of
America ("GAAP").

        Effective  October 1,  2000,  we changed  our method of  accounting  for
revenue recognition of domain name registration revenue in accordance with Staff
Accounting  Bulletin  (SAB) No.101 (SAB 101),  REVENUE  RECOGNITION IN FINANCIAL
STATEMENTS.  Under SAB 101, which was adopted  retroactively to January 1, 2000,
we recognized  revenues  ratably over the period the customer is provided access
to the  registry  through  our  servers.  Before  SAB 101 became  effective,  we
recognized   revenue  from  initial   registration  of  domain  names  when  the
registration process was complete and annual service fees (registration  renewal
fees) were recognized  when invoiced to the customer.  On July 21, 2001, we sold
our domain name registration service business,  which was a part of our internet
services segment, to VeriSign,  Inc.  ("VeriSign.") In December 2001 we sold our
print and online media  business;  GAAP  requires that the results of operations
from a discontinued  segment be segregated  from the results of operations  from
our continuing  business segments.  As a result,  our Consolidated  Statement of
Operations  and  Consolidated  Statement of Cash Flows for the fiscal year ended
December  31,  2001 and 2002  reflect  the fact that the print and online  media
business is treated as a discontinued  operation.  In addition, our Consolidated
Statement of Operations and Consolidated  Statement of Cash Flows for the fiscal
years ended December 31, 1999 and 2000 were restated to reflect this fact.

        The financial  information  presented below is only a summary and should
be read together with our consolidated  financial  statements included elsewhere
in this report.


                                       4
<PAGE>


CONSOLIDATED STATEMENT OF OPERATIONS DATA:(1)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                 1999          2000           2001           2002          2003          2003
                                               -------       --------       --------       --------       -------       -------
                                                 DKK           DKK            DKK            DKK            DKK           US$
                                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                            <C>            <C>            <C>            <C>           <C>            <C>
CONSOLIDATED STATEMENT OF
 OPERATIONS DATA:

    Revenue .............................      109,548        188,628        151,914        135,789       166,411        27,933
    Total operating expenses ............      151,608        290,870        347,922        381,455       181,130        30,403
                                               -------       --------       --------       --------       -------       -------
    Operating loss ......................      (42,060)      (102,242)      (196,008)      (245,666)      (14,719)       (2,470)
                                               =======       ========       ========       ========       =======       =======
    Net (loss) income from
        continuing operations(2) ........      (41,866)      (101,384)        18,165       (277,348)       (8,930)       (1,500)
                                               =======       ========       ========       ========       =======       =======
    Net (loss) income from
        discontinued operations .........       (1,473)       (25,042)       (10,460)        (6,000)        2,600           436
                                               =======       ========       ========       ========       =======       =======
    Cumulative effect of change
        in accounting principle .........            0        (20,278)             0              0             0             0
                                               =======       ========       ========       ========       =======       =======

    Net (loss) income ...................      (43,339)      (146,704)         7,705       (283,348)       (6,330)       (1,064)
                                               =======       ========       ========       ========       =======       =======
    (Loss) Income from
        continuing operations per
        average common share, basic .....        (4.65)         (5.98)          0.75         (10.60)        (0.32)        (0.05)
                                               =======       ========       ========       ========       =======       =======
    (Loss) Income from
        discontinued operations per
        average common share, basic .....        (0.17)         (1.47)         (0.43)         (0.23)         0.09          0.01
                                               =======       ========       ========       ========       =======       =======
    Net (loss) income per average
        common share, basic .............        (4.82)         (8.65)          0.32         (10.83)        (0.23)        (0.04)
                                               =======       ========       ========       ========       =======       =======
    (Loss) Income from continuing
        operations per average
        common share, diluted ...........        (4.65)         (5.98)          0.73         (10.60)        (0.32)        (0.05)
                                               =======       ========       ========       ========       =======       =======
    (Loss) income from discontinued
        operations per average
        common share, diluted ...........        (0.17)         (1.47)         (0.42)         (0.23)         0.09          0.01
                                               =======       ========       ========       ========       =======       =======
    Net (loss) income per average
        common share diluted ............        (4.82)         (8.65)          0.31         (10.83)        (0.23)        (0.04)
                                               =======       ========       ========       ========       =======       =======
    Weighted average number of common
        shares outstanding, basic .......        8,997         16,968         24,185         26,162        28,025        28,025
                                               =======       ========       ========       ========       =======       =======
    Weighted average number of common
        shares outstanding diluted ......        8,997         16,968         24,745         26,162        28,025        28,025
                                               =======       ========       ========       ========       =======       =======
</TABLE>


--------
(1)     In June 2001, the FASB issued SFAS 142 fully  effective for fiscal years
beginning  after  December 15, 2001,  which changed the  accounting for goodwill
from an  amortization  method to an  impairment-only  approach.  We adopted  the
provisions of SFAS 142  effective  January 1, 2002. If the standards of SFAS 142
had been in  effect  beginning  January  1,  2000  then  (i) for the year  ended
December  31,  2000 our net loss would have been DKK  142,431 and both our basic
and diluted  loss per common  share  would have been DKK 8.38;  and (ii) for the
year ended  December  31, 2001 our net income  would have been DKK  12,364,  our
basic  income per common  share would have been DKK 0.51 and our diluted  income
per common share would have been DKK 0.50.

(2)     The loss from continuing operations for the year ended 1999 increased by
DKK 93 thousand.  This adjustment is due to our improper accounting treatment of
a realized loss on investment securities.

                                       5
<PAGE>


CONSOLIDATED STATEMENT OF OPERATIONS DATA:(1)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                 1999          2000           2001           2002          2003          2003
                                               -------       --------       --------       --------       -------       -------
                                                 DKK           DKK            DKK            DKK            DKK           US$
                                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                            <C>            <C>            <C>            <C>           <C>            <C>
INTERNET SERVICES:
    Revenue                                     66,946         94,999         72,183         63,769        77,792        13,058
    Total operating expenses                   106,265        179,985        238,112        316,009        93,699        15,728
                                               -------       --------       --------       --------       -------       -------
    Operating loss                             (39,319)       (84,986)      (165,929)      (252,240)      (15,907)       (2,670)
                                               =======       ========       ========       ========       =======       =======

BROADCAST MEDIA:
    Revenue                                     13,544         83,005         79,731         72,020        88,619        14,875
    Total operating expenses                    16,360         94,156        109,810         65,446        87,431        14,676
                                               -------       --------       --------       --------       -------       -------
    Operating income (loss)                     (2,816)       (11,151)       (30,079)         6,574         1,188           199
                                               =======       ========       ========       ========       =======       =======

OTHER:
    Revenue                                     29,058         10,624              0              0             0             0
    Total operating expenses                    28,983         16,729              0              0             0             0
                                                             --------       --------       --------       -------       -------
    Operating (loss) income                         75         (6,105)             0              0             0             0
                                               =======       ========       ========       ========       =======       =======

DISCONTINUED OPERATIONS, NET LOSS:              (1,473)       (25,042)       (10,460)        (6,000)        2,600           436
                                               =======       ========       ========       ========       =======       =======
</TABLE>

CONSOLIDATED BALANCE SHEET DATA:

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                 1999          2000           2001           2002          2003          2003
                                               -------       --------       --------       --------       -------       -------
                                                 DKK           DKK            DKK            DKK            DKK           US$
                                                                                (IN THOUSANDS)
<S>                                            <C>            <C>            <C>            <C>           <C>            <C>
    Total assets                               221,038        357,051        445,611        168,217       140,845        23,641
    Net assets                                 149,638        199,638        333,168         44,242        46,360         7,782
    Capital stock                               18,629         25,814         34,006         34,006        39,693         6,662
    Working capital (deficit)                   41,786         (6,009)       137,256         (4,280)      (35,674)       (5,988)
    Number of ordinary shares                   14,903         20,651         27,205         27,205        31,753        31,753
</TABLE>

We have never paid any dividends on our ordinary shares.


EXCHANGE RATE INFORMATION

         The exchange rate on May 11, 2004 (the latest practicable date) was DKK
6.3038 per $1.00.  The following table sets forth (i) the average  exchange rate
for the years  1999,  2000,  2001,  2002 and 2003  calculated  using the average
exchange  rate on the last day of each month of the  relevant  year and (ii) the
high and low exchange  rates for each of the most recent six months.  (All rates
are expressed as Danish kroner per U.S. dollar.)

                                       6
<PAGE>


                                   AVERAGE
YEAR ENDED DECEMBER 31:
1999                               DKK 6.9763
2000                               DKK 8.0829
2001                               DKK 8.3619
2002                               DKK 7.8897
2003                               DKK 6.5899

MONTH ENDED:                                          HIGH            LOW

May 2004  (as of May 11, 2004)                        DKK 6.3038      DKK 6.1366
April 2004                                            DKK 6.2916      DKK 6.0437
March 2004                                            DKK 6.1438      DKK 5.9692
February 2004                                         DKK 6.0090      DKK 5.8104
January 2004                                          DKK 6.0198      DKK 5.8060
December 2003                                         DKK 6.2142      DKK 5.9554


B.      CAPITALIZATION AND INDEBTEDNESS

        Not required because this Form 20-F is filed as an Annual Report.

C.      REASONS FOR THE OFFER AND USE OF PROCEEDS

        Not required because this Form 20-F is filed as an Annual Report.

D.      RISK FACTORS

        IN ADDITION TO OTHER  INFORMATION  IN THIS FORM 20-F, THE FOLLOWING RISK
FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING US AND OUR BUSINESS BECAUSE
THESE FACTORS  CURRENTLY HAVE OR MAY IN THE FUTURE HAVE A SIGNIFICANT  IMPACT ON
OUR BUSINESS,  OPERATING  RESULTS OR FINANCIAL  CONDITION.  ACTUAL RESULTS COULD
DIFFER  MATERIALLY  FROM THOSE  PROJECTED  IN THE  FORWARD-  LOOKING  STATEMENTS
CONTAINED IN THIS FORM 20-F AS A RESULT OF THE RISK FACTORS  DISCUSSED BELOW AND
ELSEWHERE IN THIS FORM 20-F.

WE  HAVE  A  SIGNIFICANT   ACCUMULATED   LOSS  AND  THE   LIKELIHOOD  OF  FUTURE
PROFITABILITY IS UNCERTAIN.  CONTINUING LOSSES MAY EXHAUST OUR CAPITAL RESOURCES
AND FORCE US TO TERMINATE OPERATIONS.

        We incurred a net loss in each of the years  ended  December  31,  1999,
2000 and 2002 and we incurred an  operating  loss in each of those years and for
the year ended  December 31, 2001. For the year ended December 31, 2003 we had a
net loss of DKK 6.33 million  (approximately $1.1 million) and an operating loss
of DKK 14.72 million  (approximately $2.5 million).  As of December 31, 2003, we
had an accumulated deficit of DKK 515.84 million  (approximately $86.6 million).
We may incur additional  losses in the foreseeable  future. We cannot assure you
that we will become profitable or, if we do become  profitable,  that we will be
able to sustain or increase our profitability in the future. If operating losses
continue for longer than we expect and we cannot raise  additional  capital,  we
may be forced to terminate operations.

                                       7
<PAGE>


WE MAY NEED TO RAISE  ADDITIONAL  CAPITAL IN THE FUTURE.  IF WE CANNOT DO SO, WE
MAY NOT BE ABLE TO FUND OUR FUTURE ACTIVITIES OR CONTINUE OPERATING.

        Our future  capital  requirements  will  depend on a number of  factors,
including new acquisition opportunities and our ability to increase our revenues
and control our expenses.  If we need to raise additional capital in the future,
we cannot  assure  you that we will be able to do so on  acceptable  terms or at
all.  If  we  raise  additional  capital  through  the  issuance  of  equity  or
convertible  debt  securities,  the percentage  ownership of our company held by
existing  shareholders,  including  holders  of our ADSs,  will be  diluted.  In
addition,  new securities may contain certain rights,  preferences or privileges
that are  senior to those of our  ordinary  shares.  If we are  unsuccessful  in
raising  additional  capital,   when  needed,  our  business  and  results  from
operations may be materially and adversely affected.

OUR FUTURE REVENUES ARE  UNPREDICTABLE  AND OUR FINANCIAL RESULTS MAY FLUCTUATE.
IF OUR FINANCIAL RESULTS FALL BELOW EXPECTATIONS IN ONE OR MORE FUTURE QUARTERS,
THE MARKET PRICE OF OUR ADSS MAY BE NEGATIVELY IMPACTED.

        We cannot  accurately  forecast our revenues or operating  results.  Our
revenues and operating  results may fluctuate  significantly  because of several
factors, many of which are beyond our control. These factors include:

    o   market acceptance of our products and services;

    o   a change in television  viewer  preferences  if we are  unsuccessful  in
        addressing those changes in our programming; and

    o   the non-renewal of our contract with TeleDanmark Kabel.

    o   the non-renewal of our contract with Canal Digital A/S

    o   the continued interest in televising live sporting events in Scandanavia

    o   the pace at which new television programming is produced in Scandinavia;

    o   customer renewal rates for our products and services;

    o   our success in cross marketing our products and services to our existing
        customers and to new customers;

    o   developing our direct and indirect distribution channels;

    o   a  decrease  in the  level of  spending  for  Internet  virus  detection
        products and services by our existing customers;

    o   our ability to expand our operations;

    o   our success in assimilating the operations and personnel of any acquired
        businesses;

    o   the impact of price changes in our products and services or those of our
        competitors;

    o   general  economic  conditions  and economic  conditions  specific to the
        television programming production or Internet services industry;

                                       8
<PAGE>


Due to all of the above factors, we believe that period-to-period comparisons of
our operating  results will not  necessarily be  meaningful,  and you should not
rely on them as an indication of future performance. Also, operating results may
fall below our  expectations  and the  expectations  of  securities  analysts or
investors  in one or more  future  quarters.  If this were to occur,  the market
price of our  ordinary  shares  would  likely  decline  which  may  result  in a
significant decline in the value of your investment.

WE HAVE A LIMITED OPERATING HISTORY IN THE MEDIA BUSINESS AND IN THE BUSINESS OF
PROVIDING  INTERNET  VIRUS  DETECTION  PRODUCTS AND  SERVICES AND MAY  ENCOUNTER
DIFFICULTIES  SIMILAR TO THOSE FACED BY EARLY STAGE COMPANIES.  OUR RESULTS FROM
OPERATIONS   MAY  DEPEND  ON  HOW  SUCCESSFUL  WE  ARE  IN  DEALING  WITH  THESE
DIFFICULTIES.

        Over  the  last  five  years,  our  business  has  evolved  from  (i)  a
telecommunications  company  that  also  provided  Internet  access  to  (ii) an
Internet  services  provider  focusing  primarily  on domain  name  registration
services  to  (iii)  providing  trusted  Internet  infrastructure  products  and
services. Our current business primarily consists of our media division which is
made up of our TV broadcast channel - dk4 and our TV production  company - Prime
Vision and our  Internet  services  division.  We have only a limited  operating
history in these  businesses  on which you can base an evaluation of our current
business and  prospects.  As such,  our current  business and prospects  must be
considered in light of the risks and  uncertainties  encountered by companies in
the early stages of development.

We cannot be certain that we will  successfully  address this risk.  If we fail,
our  business  and results  from  operations  may be  materially  and  adversely
impacted.

WE COMPETE IN THE HIGHLY COMPETITIVE BROADCASTING INDUSTRY.

        The Danish broadcast  industry is highly  competitive and dominated by a
few large companies.  As a result of competition,  we consolidated our broadcast
operations into one channel. In addition,  we expect that the number of channels
competing  for the places in the  TeleDanmark  Kabel  programming  network  will
increase  in  the  ensuing  years.  If  viewer  preferences  change  and  we are
unsuccessful in addressing those changes in our  programming,  we may lose favor
with them and they may choose to view a competitor's channel over ours.

IF WE ARE UNABLE TO NEGOTIATE A RENEWAL OF OUR CONTRACT WITH EITHER  TELEDANMARK
KABEL OR CANAL  DIGITAL A/S THE REVENUES FROM OUR  BROADCASTING  BUSINESS MAY BE
ADVERSELY AFFECTED.

        Our dk4  television  channel is carried as part of the basic  package of
channels provided to all cable television  subscribers to TeleDanmark Kabel (the
primary Company  providing cable  television  service in Denmark),  for which we
receive a per subscriber fee as well as to all subscribers of Canal Digital A/S,
a Danish digital satellite television service provider.  Our agreement with each
of  TeleDanmark  Kabel and Canal  Digital  A/S to carry dk4 as part of its basic
package expires on December 31, 2006 and December 31, 2007, respectively.  If we
are unable to renew either agreement the revenues from our broadcasting business
would decrease significantly and the results of operations from our broadcasting
business would be materially and adversely  affected.  We cannot assure you that
we will successfully negotiate a renewal of our agreement with TeleDanmark Kabel
or Canal Digital A/S.

                                       9
<PAGE>


IF THE  INTEREST IN VIEWING  LIVE  SPORTING  EVENTS IN THE  SCANDINAVIAN  MARKET
SHOULD  DECREASE  OR IF THERE IS A  SLOWDOWN  IN  OTHER  TELEVISION  PROGRAMMING
PRODUCTION OUR RESULTS COULD BE ADVERSELY AFFECTED.

        As of May 10, 2004 we have eight large mobile television production vans
which are leased to various other  companies  primarily  for their  broadcast of
live sporting events or the production of original  television  programming.  We
also provide many of the technical personnel required for these productions.  If
we are  unable  to  lease  these  vans  and our  technical  personnel  to  other
broadcasters or television  production  companies we will be in a position where
we will not be able to cover the expenses associated with this business which in
turn could  materially  and adversely  effect our business.  Our ability to keep
these vans busy in order to generate  revenue  will be effected by many  factors
outside of our  control,  including  the  continued  interest  in  viewing  live
sporting events and the continued  desire to produce  television  programming in
Scandinavia.

THE  SUCCESS OF OUR VIRUS  DETECTION  BUSINESS  DEPENDS  LARGELY ON THE LEVEL OF
MARKET ACCEPTANCE OF OUR PRODUCTS AND SERVICES.

        The market  for  Internet  virus  detection  products  and  services  is
relatively  new and rapidly  evolving.  As a result,  the future  demand for our
products and services is uncertain.  Even if the market for electronic  commerce
and online  communications  grows,  we cannot  assure you that our  products and
services will become widely accepted. If this market fails to grow, our business
and results from operations may be adversely affected.

OUR VIRUS DETECTION  BUSINESS FACES  SIGNIFICANT  COMPETITION  FROM  COMPETITORS
WHICH ARE MUCH LARGER THAN WE ARE AND HAVE LONGER  OPERATING  HISTORIES,  LARGER
CLIENT  BASES,  GREATER  BRAND OR NAME  RECOGNITION  AND  SIGNIFICANTLY  GREATER
FINANCIAL, TECHNICAL, MARKETING AND PUBLIC RELATIONS RESOURCES THAN WE HAVE.

        The market for virus detection products is intensely  competitive and we
expect this  competition to continue for the  foreseeable  future.  In addition,
there are relatively few barriers  preventing new competitors  from entering the
markets in which we operate.  Furthermore, we do not own any patented technology
and our  competitors  may  develop  new  technologies  in the  future  that  are
perceived as being more secure,  effective or cost efficient than the technology
underlying  our products and  services.  Increased  competition  could result in
pricing  pressures,  reduced  margins  or the  failure  of our  virus  detection
products and  services to achieve or maintain  market  acceptance,  any of which
could harm our business.

OUR RESULTS FROM  OPERATIONS  MAY BE  NEGATIVELY  IMPACTED IF WE ARE NOT ABLE TO
ESTABLISH A BRAND IDENTITY

        We believe that  establishing and maintaining a good reputation and name
recognition  is critical to our success.  We also believe that the importance of
reputation  and name  recognition  will  increase  due to the growing  number of
companies providing Internet infrastructure products and services. Over the last
three  years,  we have gone  through  several  name  changes as our business has
evolved.  In 1999, we changed our name from  Telepartner  A/S to euro909.com A/S
and in December 2001 to EuroTrust A/S. Our  brand-enhancement  strategy includes
mass  market  and  multimedia  advertising,   promotional  programs  and  public
relations  activities.  In addition,  promoting  and  enhancing our name depends
largely on our success in  providing  uninterrupted  high quality  services.  We
intend to make significant  expenditures on advertising and promotional programs
and  activities.  We cannot assure you that our efforts will lead to an increase
in net revenues sufficient to cover our advertising and promotional

                                       10
<PAGE>


expenses.  To build brand  identity we must provide  high quality  services at a
competitive  price. If our reputation is damaged or if potential clients are not
aware of the products and services we provide, or if our clients do not perceive
our services as effective,  reasonably  priced or qualitatively  better than the
competition,  our reputation  could be materially and adversely  affected and we
could lose market share.

OUR LONG-TERM  GROWTH STRATEGY  ASSUMES THAT WE MAKE SUITABLE  ACQUISITIONS  AND
INVESTMENTS.  IF WE ARE UNABLE TO ADDRESS THE RISKS ASSOCIATED WITH ACQUISITIONS
AND INVESTMENTS OUR BUSINESS COULD BE HARMED.

        Our long-term  growth strategy  includes  identifying  and, from time to
time,  acquiring or investing in suitable  candidates  on acceptable  terms.  In
particular,  we intend to acquire or make investments in businesses that provide
products and services  that expand or  complement  our existing  businesses  and
expand  our   geographic   reach.   In  pursuing   acquisition   and  investment
opportunities,  we may compete with other  companies  having  similar growth and
investment  strategies.  Competition for these acquisition or investment targets
could also result in increased  acquisition or investment costs and a diminished
pool of businesses, technologies, services or products available for acquisition
or  investment.  Our long-term  growth  strategy  could be impeded if we fail to
identify and acquire or invest in promising  candidates  on terms  acceptable to
us.

        Assimilating  acquired  businesses  involves  a number  of other  risks,
including, but not limited to:

    o   disrupting our business;

    o   incurring additional expense associated with a write-off of a portion of
        goodwill and other intangible assets due to changes in market conditions
        or  the   economy  in  the  markets  in  which  we  compete  or  because
        acquisitions are not providing the benefits expected;

    o   incurring unanticipated costs or unknown liabilities;

    o   managing more geographically-dispersed operations;

    o   diverting management's resources from other business concerns;

    o   retaining the employees of the acquired businesses;

    o   maintaining existing customer relationships of acquired companies;

    o   assimilating  the operations  and personnel of the acquired  businesses;
        and

    o   maintaining uniform standards, controls, procedures and policies.

For all these  reasons,  our pursuit of an overall  acquisition  and  investment
strategy  or any  individual  acquisition  or  investment  could have a material
adverse effect on our business,  financial  condition and results of operations.
If we are unable to successfully  address any of these risks, our business could
be harmed.

                                       11
<PAGE>


RAPID  GROWTH  IN  OUR  BUSINESS  COULD  STRAIN  OUR  MANAGERIAL,   OPERATIONAL,
FINANCIAL, ACCOUNTING AND INFORMATION SYSTEMS, CUSTOMER SERVICE STAFF AND OFFICE
RESOURCES.  IF WE FAIL TO MANAGE OUR GROWTH  EFFECTIVELY,  OUR  BUSINESS  MAY BE
NEGATIVELY IMPACTED.

        In order to  achieve  our  growth  strategy,  we will need to expand all
aspects  of  our   business,   including   our  computer   systems  and  related
infrastructure,  customer service  capabilities and sales and marketing efforts.
We cannot  assure you that our  infrastructure,  technical  staff and  technical
resources will adequately accommodate or facilitate our expanded operations.  To
be successful,  we will need to continually improve our financial and managerial
controls,  billing systems,  reporting systems and procedures,  and we will also
need to continue to expand, train and manage our workforce.  In addition,  as we
offer new  products and  services,  we will need to increase the size and expand
the training of our customer  service  staff to ensure that they can  adequately
respond to  customer  inquiries.  If we fail to  adequately  train our  customer
service  staff and provide  staffing  sufficient to support our new products and
services, we may lose customers.

OUR  INTERNATIONAL  PRESENCE  CREATES  RISKS  WHICH  MAY  ADVERSELY  AFFECT  OUR
BUSINESS.

        Currently,  our  operations  focus  on  the  Scandinavian,  markets.  In
addition  to the  uncertainty  as to our  ability  to  successfully  expand  our
Scandinavian presence,  there are certain risks inherent in doing business on an
international  level.  These risks include  differences  in legal and regulatory
requirements  and other trade  barriers,  difficulties  in staffing and managing
foreign operations, problems in collecting accounts receivable,  fluctuations in
currency  exchange  rates,  delays from  government  agencies,  and tax laws. In
addition,  our  operations may be affected by changing  economic,  political and
governmental  conditions  in the  countries  in which  we  operate.  Changes  in
competition,  economics,  politics or laws, including tax, labor,  environmental
and  employment,  could  affect our ability to sell our products and services in
those  countries.  Our  inability or failure to address these risks could have a
material  adverse affect on our business,  operations  and financial  condition.
Also, we cannot  assure you that laws or  administrative  practices  relating to
taxation, or other matters of countries within which we operate will not change.
Any change in these areas could have a material  adverse effect on our business,
financial condition and results of operations.

IF WE ARE UNABLE TO ATTRACT AND RETAIN HIGHLY QUALIFIED MANAGEMENT AND TECHNICAL
PERSONNEL, OUR BUSINESS MAY BE HARMED.

        Our  success  depends in large part on the  contributions  of our senior
management team, technology personnel and other key employees and on our ability
to  attract,  integrate,  train,  retain  and  motivate  these  individuals  and
additional highly skilled technical and sales and marketing  personnel.  We face
intense competition in hiring and retaining quality management  personnel.  Many
of these  companies have greater  financial  resources than we do to attract and
retain qualified  personnel.  The only key employees that have signed employment
agreements are Aldo Petersen,  our Chief Executive Officer,  and Soren Degn, our
Chief  Financial  Officer.  Under these  agreements,  they can  terminate  their
employment on six months notice. As a result, we may be unable to retain our key
employees  or  attract,  integrate,  train and  retain  other  highly  qualified
employees  in the  future,  when  necessary.  If we  fail to  attract  qualified
personnel  or retain and  motivate  our current  personnel,  our business may be
negatively impacted.

                                       12
<PAGE>


OUR  RESULTS  FROM  OPERATIONS  MAY  BE  ADVERSELY  AFFECTED  BY  EXCHANGE  RATE
FLUCTUATIONS.

        A  portion  of our  expenditures  and  receivables  are paid in  foreign
currencies.   As  a  result,  our  financial  results  may  be  affected  by  an
appreciation  or  depreciation in the value of the Danish kroner relative to the
currencies  of the  countries  in  which  we  operate.  Except  for one  hedging
transaction  done in March of 2002, we have not engaged in hedging or other risk
management  activities  in order to offset the risk of  currency  exchange  rate
fluctuations.  We cannot  predict in any  meaningful  way the effect of exchange
rate  fluctuations  upon  future  results.  If the  value of the  Danish  kroner
depreciates  and the currencies of the countries in which we operate  appreciate
or remain stable our results from operations may be negatively affected.

THE MARKET PRICE OF OUR ADSS MAY DECLINE IF THE VALUE OF THE DANISH KRONER FALLS
AGAINST THE US DOLLAR.

        Fluctuations  in the exchange  rate between the Danish Kroner and the US
dollar are likely to affect the market price of our ADSs.  For example,  because
EuroTrust's financial statements are reported in Danish Kroners, if the value of
the Danish Kroner falls against the US dollar, EuroTrust's earnings per share in
US dollars  will be reduced.  This may  adversely  affect the price at which our
ADSs trade in the US.

THERE IS A LIMITED  PUBLIC  MARKET FOR OUR  SECURITIES  AND OUR  SECURITIES  MAY
EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS.

        Our ordinary shares are not listed on any securities exchange or market.
However, our ADSs are quoted on the Nasdaq SmallCap Market(R).  The market price
of our ADSs may  fluctuate  significantly  in  response  to various  factors and
events, including:

    o   variations in our operating results;

    o   the liquidity of the markets;

    o   investor perceptions of us and the industry in which we operate;

    o   changes in earnings estimates by analysts;

    o   sales of ADSs by existing holders; and

    o   general economic conditions.

        In  addition,  Nasdaq has  recently  experienced  broad price and volume
fluctuations,  particularly in the technology sector.  This volatility has had a
significant  effect on the market price of  securities  of companies for reasons
that have often been  unrelated  to their  operating  performance.  These  broad
market  fluctuations  may also adversely affect the market price of our ADSs and
as a  result,  holders  of our  ADSs  may lose a  significant  portion  of their
investment.

WE HAVE NEVER PAID A DIVIDEND NOR DO WE ANTICIPATE  DOING SO IN THE  FORESEEABLE
FUTURE.

        We have not declared or paid any cash dividends on our ordinary  shares.
We do not  expect  to  declare  any  dividends  in the  foreseeable  future.  We
anticipate that all cash that would otherwise be

                                       13
<PAGE>


available to pay dividends will be applied in the foreseeable  future to finance
our  growth  or to  implement  shareholder-approved  repurchases  of our  stock.
Payment  of any  future  dividends  will  depend  on our  earnings  and  capital
requirements, and other factors our board of directors deem appropriate.


ITEM 4.       INFORMATION ON THE COMPANY

A.      HISTORY AND DEVELOPMENT

        We are a Danish limited company,  organized in 1986 under the Danish Act
on Limited  Companies of the Kingdom of Denmark.  Originally,  we were organized
under the name  Telepartner  A/S. In 1999 we changed our name to euro909.com A/S
and in December 2001 we changed our name to EuroTrust A/S. Our registered office
is Poppelgaardvej  11-13, 2860 Soeborg,  Denmark. Our telephone number is +45 39
54 00 00.

        Until  December 2001,  our business  operated in three  distinct  areas:
Internet  products and services;  broadcasting;  and print and online media.  In
early  2001 we made the  strategic  decision  to focus  primarily  on  providing
Internet  infrastructure  products  and  services  and  e-commerce  solutions in
Scandinavia  and  selected  west  European  markets  and on key  elements of our
broadcasting   business.  To  that  end,  in  2001,  we  sold  our  domain  name
registration, the remaining assets of our historical telecommunications business
and our print and online  media  businesses,  and  consolidated  our  television
programming business.  During 2003 we sold our secure internet hosting business,
our digital video surveillance  business and our secure remote back-up business.
As a part of these  transactions,  we will continue to receive royalty  payments
from future  sales of the secure  hosting and remote  back-up  services  that we
formerly  marketed.  On  April  1,  2004 we sold our PKI  services  business  to
VeriSign, Inc.("VeriSign.")

        As a result of these various  transactions,  subsequent to April 1, 2004
our business consists of two distinct divisions:

        Our  broadcast  media  division,  which  owns dk4,  a Danish  television
station and  operates  one of the largest  television  production  companies  in
Scandinavia; and

        Our internet  services  division which markets virus detection  software
and  services  under our "Virus  112" brand name and also  monitors  the royalty
payments which we receive in connection  with the sale of our secure hosting and
remote back-up services businesses.

        Initially,  our business involved  compiling and publishing  directories
that  included  financial,   operating  and  administrative   information  about
businesses  located  in  Scandinavia  and  directories  of  fax  numbers.  These
directories were sold to subscribers primarily in Denmark, Sweden and Norway. In
late  1996,  we  entered  into an  agreement  with  WorldCom  Telecommunications
Services GmbH that enabled us to begin offering international telephone services
to our Danish  customers in 1997. At the time we entered into the agreement with
WorldCom GmbH we expected  telephony to be our primary business focus.  However,
intense  price  competition  in  the  telephony   industry  made  that  business
increasingly  difficult.  At the same time,  the popularity of the Internet as a
means of  communication  and as a means of  conducting  commerce was  increasing
rapidly.

        In response to this  changing  market,  in 1998 we changed our focus and
concentrated on providing  small- and medium-sized  businesses,  and to a lesser
extent,  consumers,  with  the  tools  to  effectively  use  the  Internet  as a
communications,  information and commercial medium. As a result of

                                       14
<PAGE>


our agreement  with  WorldCom  GmbH, we were already  offering  Internet  access
services.  Through a series of  acquisitions,  our  Internet  services  business
eventually  grew to include  domain  name  registration  services,  web  hosting
services,  online  security  services and online  intellectual  property  rights
services.  Our  products  and  services  provided  the  critical  web  identity,
authentication and transactional  infrastructure  that online businesses need to
establish   their  web  identities   and  to  conduct   secure   e-commerce  and
communications.  Our products and services  supported  businesses  and consumers
from the moment they first  established an Internet  presence through the entire
life-cycle of e-commerce  activities.  The typical  initial  introduction of our
products and services to our customers was through domain name registration.  As
our customers'  businesses grew and Internet strategies  developed,  we provided
additional  support  and  tools,  from  web site  hosting  to  placing  targeted
advertising within our print and electronic media.

        At the same time that we were building our Internet  services  business,
we were also building our broadcast  and media  businesses.  In 1999 we acquired
two television channels, dk4 and Bio+, and a group of teen magazines and related
web sites,  known as the Chili group.  As a result of our strategic  decision to
focus on providing Internet  infrastructure  services, in 2001 we sold our print
and online media  business and  consolidated  our  broadcast  business  into one
television channel.

        In November 2000, we entered into an international  affiliate  agreement
with  VeriSign,  a leading  provider of  Internet  infrastructure  products  and
services.  Under this agreement we became a VeriSign.  affiliate for the purpose
of distributing  various VeriSign products and services in Scandinavia and other
specified west European countries.

        The following is a list of acquisitions  made to date since January 2001
in connection with expanding our Internet services business:

    o   As of January 1, 2001, we acquired 40% of GBS A/S, a consulting  company
        in Denmark. During 2002 we sold 30 % of the shares in GBS A/S. The sales
        price was DKK one thousand in cash;

    o   As  of  June  30,  2001,  we  acquired  the  remaining  49%  of  Netname
        Solutions.com  GmbH, a German company offering internet  services.  This
        business was included in the domain name  registration  service business
        we sold to VeriSign in July 2001;

    o   As of August 31,  2001,  we acquired  85% of  WISEhouse  Denmark  A/S, a
        Danish remote data backup and storage service provider. Subsequently, on
        December 31, 2002,  we purchased  the remaining 15% and changed its name
        to "EuroTrust NetVaulting A/S". In November 2003, we sold all the assets
        of EuroTrust NetVaulting A/S;

    o   As of November  30,  2001,  we acquired  E!novasion  Denmark  A/S, a web
        hosting and development company. We sold this business in January 2004;

    o   As of January 1, 2002, we combined our Digiweb activity with DHT Hosting
        ApS (a  Danish  automated  hosting  company)  to form  EuroTrust  Secure
        Hosting  A/S,  our secure web hosting  subsidiary,  in which we have 75%
        ownership  interest.  In December 2003, we divested all of our ownership
        interest in this subsidiary;

                                       15
<PAGE>


    o   As of January 21, 2002, we acquired 67% and  subsequently  the remaining
        33% of Alphasys SAS, a Paris based  e-security  firm.  Subsequently,  we
        changed the name of Alphasys SAS to "EuroTrust France SAS." We sold this
        business in December 2003;

    o   As of March 11,  2002,  we acquired  1.53% of WISeKey SA, a  Switzerland
        based e-security firm; and

    o   As of March 20,  2002,  we  acquired  10% of  Excelsa  Spa,  an  Italian
        Internet-based video surveillance company along with exclusive rights to
        market Excelsa's security system in Denmark, Sweden, Norway and Finland.


B.      BUSINESS OVERVIEW

        Our objective is to become a leading  provider of television  production
facilities  for live events in the  Northern  European  market and to expand our
offering of quality  content on our dk4  broadcast  station as well as to expand
our offering of virus  detection  products and services with our Virus112  brand
name.

        MEDIA

        For most of 2001 we operated two television channels, dk4 and Bio+. Both
channels were carried by TDC on Cable, formerly known as TeleDanmark,  Denmark's
largest cable operator.  In October 2001 we consolidated the programming of both
channels  into dk4, and  expanded its  programming  by covering  European  Union
parliament  sessions and joining the  Pan-European  Parliament TV network.  This
decision was a result of the fact that the  agreement  with TDC to broadcast dk4
was extended  through  March 31, 2004 and Bio+ was not. Also in 2001, we entered
into two new  distribution  agreements and a new programming  agreement for dk4.
Specifically,  we entered into  distribution  agreements  with the  Scandinavian
cable operator Telenord Vision and with the Danish digital satellite  television
service  provider  Canal  Digital  A/S.  Telenord  and Canal have  approximately
800,000 subscribers. In December 2003, we entered into a new four-year agreement
with Canal for the continued  distribution  of dk4  programming on their digital
satellite television network extending our relationship to December 31, 2007. In
March 2004 we  entered  into a new  agreement  with TDC on Cable  extending  our
relation to December 31, 2006. In addition,  in December 2003 we reacquired  the
remaining 15% minority interest in our broadcast business that we had previously
sold to Parken Sport and Entertainment A/S for DKK 12 million in December 2001.

                DK4

        We acquired dk4 in October 1999. As of December 31, 2002,  approximately
33% of all  households  in Denmark had access to dk4. In 2001,  dk4 launched its
revised Internet platform. The homepage contains live video streaming,  enabling
subscribers to watch part of dk4's broadcasts live over the Internet.

        dk4's principal programs are in the areas of culture,  education, sports
and politics:

            o   POLITICS.  dk4 broadcasts  proceedings of the Danish Parliament,
                including debates and selected expert hearings. During 2002, dk4
                offered more than 50 programs on the European Union, among these
                roundtable   discussions   and   presentation   of   Members  of
                Parliament,  including  the former and the present  President of
                the European  Parliament

                                       16
<PAGE>


                plus selected Members of the European  Commission.  In 2001, dk4
                was   acknowledged  as  a  European   Channel  by  the  European
                Parliament  and joined the  discussion  forum for  Parliamentary
                Channels  in  the  European  Union  ("EU").  In  2003,  dk4  has
                continued to focus on broadcasting  programming  from the EU. In
                conjunction  with  the  European  Parliament,  dk4  produced  an
                educational  video for Danish  high  schools on "Model  European
                Parliament" (a multicultural  conference for young people on the
                inner workings of the EU).

            o   SPORTS.  Beginning in 2002, dk4 offered a number of niche sports
                programs.

            o   CULTURE.  dk4  offers  programs  focusing  on  theatre,   opera,
                literature,  classical  music  and  history.  In  the  2000/2001
                season,  programs on contemporary art and fine wines were added.
                Furthermore,  a number of musical shows were  introduced and the
                number of such shows was increased in 2002.

            o   EDUCATION.  Educational  offerings include lectures given at the
                newly  founded  "DK4   University",   a  series  which  is  also
                integrated with the Internet.  In 2001, an add-on to this series
                was  introduced  through  the "EU  University"  with a number of
                lectures on current EU topics such as Enlargement and the future
                Constitution  of the EU. In 2002, we  introduced an  educational
                series on use of PCs.

                PRIME VISION

        In October 1999, dk4 acquired Prime Vision, or PV, a production company.
PV  assists  others in  broadcasting  live  events  and also  produces  original
programs for dk4 as well as for other television channels.  PV owns and operates
eight  large  mobile  vans used in the  broadcasting  of live events and for the
production  of original  television  programming.  These vans include all of the
necessary equipment required for these productions,  including cameras and sound
equipment.  PV employs the technicians such as cameramen and sound engineers who
are expert in the  appropriate  operation of the  equipment.  Therefore,  PV can
offer a complete  package of production  equipment and personnel to broadcasters
who broadcast live events and to companies who produce original programming. One
of our primary  objectives is for PV to become the leading  production  facility
house  in  Scandinavia.  By the end of  2003  PV was  among  the  three  leading
production  companies in Denmark and has been  employed as a production  company
for the Danish Premier Soccer League and a number of other sports productions.

                BIO+

        We acquired Bio+ in September 1999. As a result of a strategic  alliance
with Fox Kids Europe in January 2000, we repackaged  and relaunched the channel.
As repackaged,  Bio+'s primary  offering was Danish movies.  In October 2001, we
combined the operations of Bio+ with those of dk4.


        INTERNET PRODUCTS AND SERVICES

                INTERNET INFRASTRUCTURE PRODUCTS AND SERVICES

        VIRUS      SURVEILLANCE/DETECTION/SUPPORT,      SECURITY     PENETRATION
TESTING/ANALYSIS.  Gartner  research  indicates that the IT  security-consulting
sector  represents the largest share of the Western European IT security market.
To address this sector, we currently offer the Scandinavian  business  community
an

                                       17
<PAGE>


array of virus  detection  products  and services  marketed  under our Virus 112
brand  name.  Through  our  wholly-owned  subsidiary,   EuroTrust  Virus112  A/S
("Virus112"),  we offer a suite of IT  security  consulting  services  including
sophisticated  virus  detection  software,  IT security  support,  security  gap
penetration  assessments  and  system  vulnerability  testing to more than 2,000
businesses in Denmark and Norway.  Offered on a subscription  basis,  Virus112's
Early Warning  System scans the Internet for potential  threats and  immediately
notifies  its  clients  via fax,  email  and  text  messaging  of any  potential
outbreaks,  minimizing  the risk of potential  infections.  In  September  2001,
Virus112 expanded its business by offering IT security  consulting services that
emphasize risk assessment and  penetration  testing  services.  In October 2002,
Virus112  expanded its product  offerings by adding the  following:

    o   "Virus112 Mail Scanning," a 24x7 e-mail surveillance and virus-scanning,
        recognition and removal technology;

    o   "Virus112  Spam  Scanner," a 24x7  automated  guard  against spam emails
        which also provides the customer with a monthly report and online access
        to information on email activity and blocked e-mails; and

    o   "EuroTrust  Security  Scanner,"  (ESS)  a  scanning  system  that  scans
        external IP addresses  for  potential  security  risk,  to prevent viral
        attacks through the Internet.


        During 2003,  we also offered our  customers a number of other  internet
security  products,  including  PKI  services,  secure  hosting,  digital  video
surveillance and secure remote backup services. In December 2003, as part of our
plan to  intensify  our  focus on our  television  programming  business  and on
providing  virus  detection  products and  services,  we sold  EuroTrust  Secure
Hosting A/S, our secure hosting subsidiary, EuroTrust Realtime Security A/S, our
digital  video  surveillance  subsidiary,   EuroTrust  Sweden  AB,  our  Swedish
subsidiary,  and the assets  related to  EuroTrust  NetVaulting  A/S, our secure
remote backup business.

        In November 2000, we became part of VeriSign's Global Affiliate Network,
an expanding group of international  service providers using common  technology,
operating practices and  infrastructure,  compliant with the European Union (EU)
common criteria  requirements,  to deliver interoperable trust services over the
Internet. Under our Affiliate Agreement with VeriSign, as amended, we provide(d)
the following VeriSign trusted Internet  infrastructure products and services in
Denmark, Norway, Sweden, Finland, Austria and Switzerland:

        PUBLIC KEY  INFRASTRUCTURE  (PKI)  SERVICES.  PKI  services,  as well as
digital   signatures  and  certificates,   enable  both  companies  and  private
individuals to encrypt their online  communications and ensure  confidentiality.
Until our sale of this business to Verisign effective April 1, 2004, we sold PKI
services  under the VeriSign  Managed PKI Service (MPKI) and VeriSign Go Secure!
brands,  and tailored them to meet the specific needs of enterprises that wished
to issue  digital  certificates  to  employees,  customers,  citizens or trading
partners.

                MPKI - MANAGED PKI-SOLUTIONS.  MPKI is a managed service
        that  allows  an   organization   to  use  our  data  processing
        infrastructure   to  develop  and  deploy   customized   digital
        certificate  services  for  use  by  employees,   customers  and
        business   partners.   MPKI  can  be  used  to  provide  digital
        certificates   for  a  variety   of   applications,   including:
        controlling  access to sensitive  data and account  information,
        enabling  digitally-signed e-mail,  encryption of e-mail, or SSL
        sessions.  MPKI  services  can help  customers  create an online
        electronic  trading  community,  manage supply chain interaction
        and facilitate and protect online credit card transactions.

                                       18
<PAGE>


                GO SECURE!  VeriSign  Go Secure!  services  are a set of
        managed application  services that enable enterprises to quickly
        build digital certificate-based  security into their transaction
        and communication applications.  Go Secure! services are similar
        in   functionality   to  MPKI   services  and  are  designed  to
        incorporate digital certificates into existing e-mail,  browsing
        applications,  directory and virtual  private  network  devices.
        GoSecure(R)  allows  businesses  to  create  a  Virtual  Private
        Network  (VPN)  that  integrates  VeriSign's  strong  encryption
        technology. GoSecure is also offered in cooperation with vendors
        of server firewall products.

        WEB  SERVER  DIGITAL  CERTIFICATE  SERVICES.  Digital  certificates  are
electronic  credentials that identify parties online,  enabling encrypted online
communications  and  legally  binding,   valid  digital  signatures  for  online
transactions in e-commerce, financial services, supply-chain management, Virtual
Private  Networks,  and wireless and mobile commerce  environments.  Until April
2004,  we  offered a family  of web  server  certificate  services  that  allows
organizations  to implement and operate secure  websites that utilize the Secure
Sockets Layer,  or SSL protocol or the Wireless  Transport  Layer  Security,  or
WTLS,  protocol to establish  their  identities to customers and other  websites
during  electronic  commerce  transactions  and  communications  over  wired  or
wireless  internet  protocol,  or IP,  networks.  Without a digital  certificate
installed on the website server the SSL and WTLS  protocols  cannot be utilized.
Given that we host more web sites on servers in our data  center  than any other
company in Denmark,  we expect to take advantage of the current growth trend for
server  security.  Digital Ids can easily be created for customers and suppliers
through the MPKI administration solution.

        APPLICATION  ACCELERATION SERVICES.  These are rapid deployment services
that secure information passed over applications such as Microsoft Exchange, SAP
and Virtual Private Networks (VPN) for e-commerce.

        CONTENT  SIGNING  CERTIFICATES.   In  addition  to  Web  Server  Digital
Certificate services,  until April 2004 we offered content signing certificates.
Content signing  digital  certificates  enable  developers,  content  providers,
publishers and vendors to digitally sign their content in order to  authenticate
the source and provide  assurance of the  integrity of the content  delivered to
end-users.

        To expand and complement the services  described above, our professional
services group, which includes experts in digital  certificate  architecture and
application integration, was staffed to provide a variety of design, development
and implementation  services.  These services included integrating with existing
applications and databases, consulting on policies and procedures related to the
management  and  deployment  of digital  certificates,  training  classes on the
latest  developments in security technology and selecting the necessary software
and hardware to complement a digital certificate solution.

        As a result of an independent  examination of our PKI processing  center
in Copenhagen, we received the prestigious WebTrust Seal of Assurance from KPMG.
The WebTrust seal, which is displayed on all of our web sites, indicates that we
have complied with the business  standards  prescribed by the American Institute
of  Certified  Public  Accountants  and  the  Canadian  Institute  of  Chartered
Accountants  concerning the issuance of digital  certificates  by  certification
authorities and adopted by several European countries including Denmark.

        REMOTE DATA BACKUP SERVICES.  We provided remote data backup services to
more than 300 European  businesses  through EuroTrust  NetVaulting A/S (formerly
known as WISEhouse Denmark A/S), a wholly-owned subsidiary of EuroTrust.  Remote
backup  services  protect the data found on

                                       19
<PAGE>


company servers from the threat of fire,  hardware failure,  natural  disasters,
theft and  viruses.  The  backup  technology  is based on IBM's  Tivoli  Storage
Manager software.

        SECURE  HOSTING.  We provided  secure web hosting  services to more than
11,000 customers in Denmark,  Sweden and Norway through EuroTrust Secure Hosting
A/S  ("Hosting").  Hosting  was  created  in  January  2002 as a  result  of the
combination  of our Digiweb  activity  with DHT Hosting ApS, a Danish  automated
hosting company.

        Our hosting  services  were based in our secure  Internet data center in
Soeborg,  Denmark.  The center,  designed with a wide range of physical security
features,  including  state-of-the-art  smoke  detection  and  fire  suppression
systems, 24x7 secured access and video camera surveillance,  as well as security
breach alarms, is capable of housing more than 1,500 servers and delivers one of
the strongest high-availability bandwidth capacities in Europe.

        REAL TIME SECURITY.  Through EuroTrust RealTime Security A/S, we offered
a full service  digital video security  system,  which provided  real-time video
monitoring  and  remote  storage  of the  recording  via a high  speed  Internet
connection  to a central  storage  location.  This  system  was able to  provide
customers with the benefits of a complete video surveillance  system without the
need to purchase and maintain  costly video  surveillance  hardware  required by
most traditional  Closed Circuit Television  ("CCTV")  monitoring  systems.  The
system included, among other features, the following:

    o   Remote viewing and surveillance;

    o   Offsite recording and storage of the recordings in a secured centralized
        location; and

    o   Email confirmation of alarms to minimize false alerts

        In addition, we provided the following Internet related services through
July 2001:

                DOMAIN NAME REGISTRATION.

                We began registering domain names for our Scandinavian customers
in October 1996. Until June 1999,  Network Solutions was the exclusive  registry
and registrar for second level domain names within the .com, .org, .net and .edu
top level domains.  We were one of Network Solution's largest European partners.
Through our  strategic  relationship  with  Network  Solutions,  we were able to
register  local domain names,  such as .dk for Danish  domains,  .se for Swedish
domains, and .no for Norwegian domains, international top level domains, such as
..com, .org, .net and .edu; and other international domain names.

                The  decision to sell our domain name  registration  business in
2001  was  based  on a  number  of  factors.  Principally,  we  believed  that a
significant  percentage of European  businesses and consumers are not yet on the
Internet.  Moreover,  we  believed  that a large  percentage  of our domain name
registration  customers  did not have an Internet web site or  connection at the
time they were contacted by our telemarketing department.  Accordingly, we would
have had to make significant expenditures of working capital to continue to grow
this sector of our business, and we were not willing to make that commitment.

                WEB SITE DESIGN SERVICES.

                In 1998, we began offering web site design services. Most of the
web design customers were small- and medium-sized  companies,  which constituted
our  historical  customer  base.  Depending on

                                       20
<PAGE>


customer  needs,  we were able to provide  simple web design  services by merely
converting  basic  information the customer  provides to us into HTML format and
creating or  updating  the web site,  or we could be involved in more  elaborate
consulting on design, layout and content of a customer's web sites. An ancillary
service  that we also  offered our  customers  was the ability to update all the
major search engines on the Internet once a customer's web site had been created
or updated so that  appropriate  user searches  using these search  engines will
find these web sites.  We charged  fees for our web site design  services  based
upon the  complexity of the site and the amount of original  material and design
work our staff was asked to create. In addition,  we offered customers  reliable
hosting  services,  both at the UUNET site and at the Digiweb  site. We also had
the capability to transfer  hosting  accounts from the UUNET site to the Digiweb
site, while providing,  what we believe to be, a comparable  quality of service.
In connection with our strategy to focus on Internet infrastructure products and
services  we  decided to cease the  operation  of our Web Site  Design  Services
business in 2001.

        PRINT AND ON-LINE PUBLICATIONS

        In August 1999, we acquired All Media Holding A/S,  which owned 77.5% of
Chili A/S,  publisher of the Danish and Norwegian  versions of CHILI magazine as
well as the  sponsor of various  CHILI web sites.  Chili was one of the  largest
youth-oriented  media companies in the Scandinavian  market.  Telia, the Swedish
telecom  communications  conglomerate,  owned the other 22.5% of Chili. In April
2001,  Chili A/S merged with Dobedo AB of Sweden.  In December  2001 we sold our
entire  interest  in All  Media  Holding  A/S  to  JTS  express  A/S,  the  sole
distributor of CHILI magazine.

DISTRIBUTION OF SALES

        The  following  tables set out our  revenues by category  and region for
each of the years ended December 31, 2001, 2002 and 2003.



                                       21
<PAGE>


BREAKDOWN OF REVENUES BY CATEGORY(1)

<TABLE>
<CAPTION>
                              2001                        2002                        2003                        2003
                        ------------------          ------------------          ------------------         ------------------
                        DKK        PERCENTAGE       DKK       PERCENTAGE        DKK       PERCENTAGE        US$       PERCENTAGE
                     ---------     ----------    ---------    ----------     ---------    ----------     ---------    ----------
                                                         (CURRENCY AMOUNTS ARE IN THOUSANDS)
<S>                    <C>              <C>        <C>              <C>        <C>              <C>        <C>              <C>
Internet services      72,183           48%        63,769           47%        77,792           47%        13,058           47%
Broadcasting           79,731           52%        72,020           53%        88,619           53%        14,875           53%

                     ---------     ---------     ---------     ---------     ---------     ---------     ---------     ---------
                      151,914          100%       135,789          100%       166,411          100%        27,933          100%
                     ---------     ---------     ---------     ---------     ---------     ---------     ---------     ---------

BREAKDOWN OF REVENUES BY GEOGRAPHIC MARKET(1)

<CAPTION>
                          2001                   2002                         2003
                       DKK        %          DKK        %           DKK          %        USD
<S>                    <C>       <C>         <C>       <C>           <C>        <C>        <C>
Denmark (1)            100,016   66%         110,992   82%           133,397    80%        22,391
Norway                  19,117   13%           4,967    4%             8,278    5%          1,389
Sweden                  29,703   20%           2,874    2%             7,736    5%          1,299
France                   2,310   2%            9,636    7%             5,770    3%            969
Finland                      0   0%            2,763    2%             4,718    3%            792
Austria                      0   0%            1,884    1%             1,593    1%            267
Switzerland                  0   0%            2,673    2%             4,563    3%            766
Other                      768   1%                0    0%               356    0%             60
                   --------------------  --------------------- -----------------------------------
                       151,914  100%         135,789   100%          166,411   100%        27,933
                   --------------------  --------------------- -----------------------------------
</TABLE>

(1)     The amount for 2001 do not  include  revenues  from the print and online
        media  business  because that business was sold in 2001 and is reflected
        as loss from discontinued operations.

                                       22
<PAGE>


SEASONALITY

        In  Scandinavia  it is common  practice for  businesses to close down in
July due to summer holidays. Therefore, the level of our consolidated activities
are  usually  lower in the third  quarter  than in the first,  second and fourth
quarters.

INTELLECTUAL PROPERTY

        We rely primarily on a combination of  copyrights,  trademarks,  service
marks,  restrictions on disclosure and other methods to protect our intellectual
property.  We also enter into  confidentiality  agreements  with our  employees,
consultants  and  current  and  potential  affiliates,  customers  and  business
partners.  We also generally control access to and distribution of documentation
and other proprietary information.

        We have registered  trademarks for "DIGIWEB," "Virus112" and "EUROTRUST"
at OHIM, the European  Trademark Office. We also applied for registration of the
trademark "EUROTRUST" in Switzerland and Norway. In both countries the trademark
"EUROTRUST"  is still  pending.  We have obtained  Danish and foreign  trademark
registrations  for various  EuroTrust  marks.  With regard to our digital  trust
services,  we also rely on  certain  licensed  third-party  technology,  such as
public key  cryptography  technology  and other  technology  that is used in our
digital  trust  license from RSA Security  Inc. or RSA. In  particular,  RSA has
granted  us a  perpetual,  royalty  free,  nonexclusive,  worldwide  license  to
distribute  internet-based  trust services.  We develop services that contain or
incorporate  the RSA  BSAFE  and  TIPEM  products  and that  relate  to  digital
certificate-issuing  software,  software for the  management of private keys and
for digitally signing computer files on behalf of others, software for customers
to preview  and forward  digital  certificate  requests  to them,  or such other
services that, in RSA's reasonable discretion,  are reasonably necessary for the
implementation  of a digital  certificate  business.  RSA's  BSAFE  product is a
software  tool  kit  that  allows  for  the   integration   of  encryption   and
authentication  features  into software  applications.  TIPEM is a secure e-mail
development tool kit that allows for secure e-mail messages to be sent using one
vendor's e-mail product and read by another vendor's e-mail product.

COMPETITION

        BROADCAST MEDIA

        In our broadcast business,  we compete with channels that are carried by
more  Cable  providers,  included  in  more  "TV  Packages",  offered  to  cable
subscribers,  and catering to a much larger  viewing  audience than we do. Until
2001,  cable  providers were subject to  governmental  regulations  that limited
their programming to the programming provided by those channels chosen through a
referendum of subscribing households, every two years.

        Presently,  the only  channels  that cable  providers  are  required  to
include in their "TV Packages" are the publicly funded channels,  i.e., DR, DR2,
TV2, (and one local TV station). We expect that the number of channels competing
to be included in those "TV  Packages"  will increase in the ensuing  years.  If
viewer preferences change and we are unsuccessful in addressing those changes in
our  programming,  we may lose favor with them and cable providers may choose to
replace us with a competitor.

                                       23
<PAGE>


        INTERNET SERVICES

        Companies with Internet  expertise are current or potential  competitors
to our virus detection  products and services.  These companies  include systems
integrators  and  consulting  firms,  such as IBM  Global  Services.  Instead of
competing  against  these  companies,  our  strategy  is  to  create  beneficial
partnerships  urging  them to use and  sell our  virus  detection  products  and
services.

        Several of our current and potential  competitors  have longer operating
histories and significantly  greater financial,  technical,  marketing and other
resources  than we do and  therefore may be able to respond more quickly than we
can to new or  changing  opportunities,  technologies,  standards  and  customer
requirements.  Many of these  competitors also have broader and more established
distribution channels that may be used to deliver competing products or services
directly to customers  through bundling or other means. If such competitors were
to bundle competing products or services for their customers, the demand for our
products  and  services  might  be  substantially  reduced  and our  ability  to
distribute our products  successfully  and the utilization of our services would
be substantially diminished.

GOVERNMENT REGULATION

        Our broadcast station dk4 has been granted a license by the Danish Board
of  Satellite  and Cable.  Our  license  obligates  us to carry a certain mix of
programs  I.E. no more than a certain  percentage of our programs can be sports,
news,  commercials,  etc. If we change our program  profile,  we must advise the
Danish  Board of  Satellite  and Cable.  We  believe  that we are  currently  in
compliance with all of our license requirements.

SALES AND MARKETING

        We market our dk4 television broadcast station through local advertising
sponsorships  and  participations  in  cable  operator  and  cable  organization
symposiums and direct  marketing to individual  cable  operators.  Our market is
dominated by three large operators that represent more than 80% of our potential
viewers. dk4 is currently carried by two of those operators.

        Prime Vision  produces  programming for a large array of distributors of
content in the Scandinavian  market. We market the Prime Vision services through
word of mouth from satisfied clients as well as from the publicity we receive as
the Company  responsible  for the production of many important  sporting  events
like soccer,  basketball and boxing.  Prime Vision has  established a well known
reputation in  broadcasting of live sporting events and is involved in producing
major sports events for large TV channels in Denmark and Sweden. We also produce
content for large  channels  like DR,  TV2,  Viasat in  Denmark,  and SR,  Canal
Digital and Viasat in Sweden,  which is helpful for marketing the  capability of
Prime Vision.

        We market our  products  and  services  throughout  Scandinavia  through
multiple distribution channels, including the Internet, direct sales, telesales,
value added  resellers and systems  integrators.  Our sales teams build upon our
existing customer  relationships by contacting  clients about security offerings
on an ongoing basis and periodically  selling them other complementary  security
products.  We have found that satisfied customers of one or more of our services
will likely become repeat customers for additional  products or services and may
recommend our services to other potential customers.

                                       24
<PAGE>


        Our  customers  typically  represent   organizations  in  the  following
sectors:  government,   travel,   banking/finance,   professional  services  and
consulting, telecommunication, and other technology companies.


C.      ORGANIZATIONAL STRUCTURE OF THE COMPANY

        The  following  is a list  of our  significant  subsidiaries  and  their
jurisdiction of incorporation and our ownership interest in those subsidiaries.

                                                COUNTRY OF        INTEREST
    SUBSIDIARY                                 INCORPORATION     OWNERSHIP

    Euro909.dk A/S                                Denmark          100.0%
    EuroTrust PKI Services A/S        (1)         Denmark          100.0%
    EuroTrust Virus112 A/S            (2)         Denmark          100.0%
    EuroTrust NetVaulting A/S                     Denmark          100.0%
    EuroTrust Secure Hosting A/S                  Denmark          100.0%
    Europe Visions A/S                (3)         Denmark          100.0%
    EuroTrust E-Security SARL                   Switzerland        100.0%


----------

    (1) Formerly known as EuroTrust Denmark A/S.
    (2) Formerly known as Virus112.com A/S.
    (3) Formerly known as Euro909Media A/S


        PROPERTY, PLANT AND EQUIPMENT

        Our  executive  offices are located in  Soeborg,  Denmark,  where we own
facilities which comprise 1,554 square meters of floor space and also, house our
Danish  operations.  As of April 1, 2004 we sublet approx.  600 square meters of
office space in Soeborg to VeriSign.

        For our broadcasting  media operations,  we lease 2,233 square meters in
Copenhagen, Denmark and 1,152 square meters in Aarhus, Denmark.

        For our Internet services operations we lease the following:

    (i) 780 square meters of floor space in Aarhus, Denmark, for our remote data
        backup subsidiary, EuroTrust Net Vaulting; ending February 2005

        The total aggregate annual lease costs were  approximately DKK 3,200,000
for 2003. The operating  leases are cancelable by both parties  through  various
times  between  six  and  thirty-seven  months.  We  believe  that  the  current
facilities for our  broadcasting  media  operations  and our Danish  activities,
including  our Internet  data  center,  will be adequate for our purposes for at
least the next 12 months.  We also believe that there is a supply of alternative
facilities  available in each of the locations where we operate,  should we deem
it desirable to expand our facilities or otherwise change locations.

                                       25
<PAGE>


ITEM 5.      OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.      OPERATING RESULTS

        OVERVIEW

        Until  December 2001,  our business  operated in three  distinct  areas:
Internet  products and services;  broadcasting;  and print and online media.  In
early  2001 we made the  strategic  decision  to focus  primarily  on  providing
Internet  infrastructure  products  and  services  and  e-commerce  solutions in
Scandinavia  and  selected  west  European  markets  and on key  elements of our
broadcasting   business.  To  that  end,  in  2001,  we  sold  our  domain  name
registration, the remaining assets of our historical telecommunications business
and our print and online  media  businesses,  and  consolidated  our  television
programming  business.  In December  2003,  as part of our plan to intensify our
focus on our television  programming  business and on providing  virus detection
products and services,  we sold EuroTrust Secure Hosting A/S, our secure hosting
subsidiary,  EuroTrust  Realtime  Security A/S, our digital  video  surveillance
subsidiary,  EuroTrust Sweden AB, our Swedish subsidiary, and the assets related
to EuroTrust NetVaulting A/S, our secure remote backup business.

        We believe that our products and services,  together with our reputation
as a customer-service  oriented company, provide us with competitive advantages.
However,  we cannot assure you that we will successfully  implement our business
strategy.


CRITICAL ACCOUNTING POLICIES

        The  discussion  and analysis of our financial  condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States (GAAP).  The  preparation of these financial  statements  requires
management to make estimates and judgments  that affect the reported  amounts of
assets,   liabilities,   revenues  and  expenses,  and  related  disclosures  of
contingent assets and liabilities.  Management bases its estimates on historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  value of  assets  and  liabilities  that are not
readily  available  from other  sources.  Actual  results  may differ from these
estimates  under  different  assumptions  or  conditions.  We  believe  that the
estimates,  assumptions  and  judgments  involved  in  the  accounting  policies
described below have the greatest potential impact on our consolidated financial
statements,  so we consider these to be our critical  accounting  policies.  See
"Summary of  Significant  Accounting  Policies"  in the  consolidated  financial
statements for more information  about these critical  accounting  policies,  as
well as descriptions of other significant accounting policies.

        ALLOWANCE FOR DOUBTFUL ACCOUNTS

        We maintain  allowances  for  doubtful  accounts  for  estimated  losses
resulting  from the  inability of our customers to make  required  payments.  We
regularly  review  the  adequacy  of our  accounts  receivable  allowance  after
considering  the  size  of the  accounts  receivable  balance,  each  customer's
expected ability to pay and our collection history with each customer. We review
significant  invoices  that  are  past  due  to  determine  if an  allowance  is
appropriate  based on the risk category using the factors  described  above.  We
also monitor our accounts  receivable for any build up of  concentration  to any
one

                                       26
<PAGE>


customer,  industry or geographic  region.  To date our receivables have not had
any particular  concentrations that, if not collected,  would have a significant
impact on our operating income.  We require all acquired  companies to adopt our
credit  policies.  The  allowance  for  doubtful  accounts  represents  our best
estimate,  but changes in  circumstances  relating to  accounts  receivable  may
result in a requirement for additional allowances in the future.

        LONG-TERM INVESTMENTS

        We  invest  in  securities  of  companies  for  business  and  strategic
purposes.  These  investments  are in the form of equity  securities  of private
companies  for  which  there is no public  market.  For a  specification  of the
investments  you  should  refer  to  Note  3 of  the  accompanying  consolidated
financial  statements.  These  companies  are  typically  in the early  stage of
development  and are  expected  to incur  substantial  losses in the  near-term.
Therefore,  we may never realize any return on these  investments.  Further,  if
these  companies  are  not  successful,   we  could  incur  charges  related  to
write-downs or write-offs of these investments.

        We review,  the assumptions  underlying the operating  performance  from
these privately held companies on an annual basis.  This information may be more
limited,  may  not be as  timely  and  may be  less  accurate  than  information
available   from   publicly   traded   companies.   If  we  determine   that  an
other-than-temporary  decline  in  fair  value  of  the  investment  exists,  we
write-down the investment to its fair value and record the related write-down as
an investment loss in our consolidated statement of operations.

        In fourth  quarter of 2002, we  determined  that the decline in value of
certain  of our  non-public  equity  investments  was  other-than-temporary  and
recorded  write-downs  of  these  investments  totalling  DKK 19.1  million.  No
write-downs were made in the year ended December 31, 2003.

        VALUATION OF LONG-LIVED ASSETS

        Our long-lived assets totaled DKK 56.4 million, as of December 31, 2003,
which  consist  primarily of rights,  other  intangible  assets and property and
equipment  subject to amortization and  depreciation.  We test long-lived assets
for recoverability whenever events or changes in circumstances indicate that the
carrying  amount  of such  an  asset  may not be  recoverable.  Such  events  or
circumstances include, but are not limited to:

    o   a significant decrease in the market price of a long-lived asset;

    o   a  significant  adverse  change  in the  extent  or  manner  in  which a
        long-lived asset is being used or in its physical condition;

    o   a significant adverse change in legal factors or in the business climate
        that could affect the value of a long-lived asset;

    o   a current-period  operating or cash flow loss combined with a history of
        operating  or  cash  flow  losses  or  a  projection  or  forecast  that
        demonstrates  continuing  losses associated with the use of a long-lived
        asset; and

    o   a current  expectation  that it is probable that a long-lived asset will
        be sold or  otherwise  disposed of  significantly  before the end of its
        previously estimated useful life.

        An impairment loss would be recognized when the sum of the  undiscounted
future  net cash  flows  expected  to  result  from the use of the asset and its
eventual  disposition is less than its carrying  amount.

                                       27
<PAGE>


Such  impairment  loss would be measured as the difference  between the carrying
amount  of the  asset  and its fair  value,  which is  usually  based on  future
estimated  discounted  cash  flows.  Significant  judgment  is  required  in the
forecasting of future  operating  results,  which are used in the preparation of
projected  cash flows.  If we made  different  judgments  or utilized  different
estimates,  material differences may result in write-downs of net long-lived and
intangible assets,  which would be reflected by charges to our operating results
for any period presented.

        We recorded an impairment  charge of  approximately  DKK 74.0 million in
the year ended  December  31,  2002 and no  impairment  charge in the year ended
December 31, 2003.

        GOODWILL

        We account for  acquisitions  under the purchase  method of  accounting,
typically  resulting in goodwill.  Statement of Financial  Accounting  Standards
(SFAS) No. 142,  Goodwill  and Other  Intangible  Assets,  requires us to assess
goodwill  for  impairment  at least  annually in the absence of an  indicator of
possible  impairment and immediately  upon an indicator of possible  impairment.
The statement  requires  estimates of the fair values of our reporting units. If
we  determine  the fair  values of a  reporting  unit is less than the  carrying
amount  recorded  on  our  Consolidated  Balance  Sheet,  we  must  measure  any
impairment  loss. The measurement of the impairment loss involves  comparing the
fair value of the  reporting  unit with the fair  values of the  recognized  and
unrecognized  assets  and  liabilities  to arrive at an  implied  fair  value of
goodwill,  which is then  compared  to the book  value  of the  goodwill  of the
reporting  unit.  At December  31,  2003,  we had DKK 23.94  million of goodwill
recorded on our Consolidated  Balance Sheet. The entire goodwill was recorded in
our Broadcasting media segment.

        We performed our annual impairment  assessment of goodwill in accordance
with the  provisions  of SFAS No. 142. In testing for potential  impairment,  we
measured the estimated fair value of our reporting  units based upon  discounted
future  operating  cash flows using a discount  rate  reflecting  our  estimated
discount rate for the specific reporting units.  Differences in assumptions used
in projecting future operating cash flows and estimated discount rate could have
a significant impact on the determination of impairment amounts.

        In  estimating  future  cash  flows we used our  internal  budgets.  Our
budgets  were based on recent  sales data for  existing  products  and  expected
growth rates for the Internet security services and framework agreements entered
into with  customers in the  broadcasting  segment.  These budgets were based on
current royalty percentages, expected staffing levels and expected inflation.

        Due  to  the  numerous  variables  associated  with  our  judgments  and
assumptions  relating to the valuation of the reporting units and the effects of
changes in  circumstances  affecting  these  valuations,  both the precision and
reliability  of the  resulting  estimates  are  subject to  uncertainty,  and as
additional information becomes known, we may change our estimates.

        In the fourth quarter of 2002, we recorded a goodwill  impairment charge
of approximately DKK 65.3 million in the internet services segment. For the year
ended December 31, 2003, base on our annual  impairment  assessment of goodwill,
there were no impairment charges.

                                       28
<PAGE>


        INVENTORIES

        The  inventory  principally  consists  of  38,000  IBM  Tivoli  licenses
relating to our remote back-up business.  Inventories are stated at the lower of
cost or market  with  cost  determined  on the basis of the first in,  first out
method.

        Management  must make estimates about the future customer demand for IBM
Tivoli licenses when establishing the appropriate loss provisions for inventory.
When  making  these  estimates,  we consider  general  economic  conditions  and
historical sales of licenses, the market acceptance of the current generation of
licenses,  the available market for these products and expected sales prices for
the  licenses.  These  judgments  must be made in the context of our  customers'
shifting  technology needs. A  misinterpretation  or  misunderstanding of any of
these  conditions  could  result  in  significant   changes  to  the  provisions
determined to be appropriate as of the balance sheet date.

        We  recorded  an  inventory  loss  provision  related  to our IBM Tivoli
licenses,  of DKK 21,651 in 2002.  During 2003 we received a credit of DKK 3,367
recorded  as a  reduction  to cost of sales for the  return of 7,000 IBM  Tivoli
licenses  and no  provision  was made in 2003.  As a result,  our  inventory  at
December  31, 2003 was only  approximately  $21,000,  an amount which we believe
minimizes risks of future material inventory loss.

        TAX ASSET VALUATION

        We currently have deferred tax assets  resulting from net operating loss
carry forwards, and deductible temporary  differences,  all of which will reduce
taxable  income in the future.  We assess the  realization of these deferred tax
assets when necessary to determine whether an income tax valuation  allowance is
required.  Based on available evidence, both positive and negative, we determine
whether it is more  likely than not that all or a portion of the  remaining  net
deferred tax assets will be realized. The main factors that we consider include:

    o   future  earnings  potential  determined  through  the  use  of  internal
        forecasts;

    o   cumulative losses in recent years;

    o   history of loss carry forwards and other tax assets expiring;

    o   the carry forward period associated with the deferred tax assets; and

    o   the nature of the income  that can be used to realize the  deferred  tax
        asset.

        If it is our belief that it is more likely than not that some portion of
these  assets  will not be  realized,  an  income  tax  valuation  allowance  is
recorded.  Our gross tax assets and valuation  allowances were DKK 132.6 million
and DKK 130.2 million respectively,  as of December 31, 2003, resulting in a net
deferred tax asset of DKK 2.4 million.

        See Note 14 to our financial  statements for further  details  regarding
this deferred tax asset.

        If market conditions improve and future results of operations exceed our
current  expectations,  our existing tax valuation  allowances  may be adjusted,
resulting  in  future  tax  benefits.   Alternatively,   if  market   conditions
deteriorate  further or future  results of  operations  are less than  expected,
future  assessments  may result in a  determination  that some or all of the net
deferred tax assets are not  realizable.  As a result,  we may need to establish
additional tax valuation allowances for all or a portion of the net deferred tax
assets.

                                       29
<PAGE>


        CONSOLIDATED RESULTS

        YEAR ENDED DECEMBER 31, 2003 COMPARED WITH YEAR ENDED DECEMBER 31, 2002

        Revenue for the year ended  December 31, 2003 was DKK 166.4  million,  a
increase of DKK 30.6 million,  or 23%,  compared to revenue of DKK 135.8 million
for the year ended December 31, 2002. The table below compares  revenue for both
years on a segment-by-segment basis.

                                           REVENUE        AMOUNT OF   PERCENTAGE
                                                           INCREASE    INCREASE
                                       2003       2002    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                              (IN THOUSANDS OF DKK)
Internet services                     77,792     63,769     14,023        22.0%
Broadcast media                       88,619     72,020     16,599        23.0%
TOTAL                                166,411    135,789     30,622        22.6%

        Both the  Internet  services  segment and the  broadcast  media  segment
showed an increase in revenues. The increase in revenue in our Internet services
segment is attributable to the maturity of our offering of  SSL-certificates  in
the  markets  in which we offer  our  products.  The fact the  deferred  revenue
increased significantly in 2002, the first year of full operation of the sale of
SSL-certificates  had a positive  effect on revenue  for 2003.  The  increase in
revenue in our  broadcast  media  segment  reflects  the  increase  in number of
subscribers to dk4, our television channel, and the increase of revenue in Prime
Vision, our production company.

        Total  operating  expenses for the year ended December 31, 2003 were DKK
181.1 million, a decrease of DKK 200.4 million, or 53%, from the total operating
expenses  of DKK 381.5  million  for the year  ended  December  31,  2002.  This
decrease resulted  primarily from a decrease in amortization and write downs and
goodwill impairment. The table below shows our operating expenses by category on
a segment-by segment basis.

                                        COST OF SALES     AMOUNT OF   PERCENTAGE
                                                           INCREASE    INCREASE
                                       2003       2002    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     24,170     55,484    (31,314)      (56.4%)
Internet services, related parties     4,204     24,988    (20,784)      (83.2%)
Broadcast media                       58,045     40,534     17,511        43.2%
Broadcast media, related parties           0          0          0           0
                                     -------    -------    -------     -------
TOTAL                                 86,419    121,006    (34,587)      (28.6%)


                                         SELLING AND      AMOUNT OF   PERCENTAGE
                                          MARKETING        INCREASE    INCREASE
                                       2003       2002    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     32,622     38,391     (5,769)      (15.0%)
Internet services, related parties     1,074        908        166        18.3%
Broadcast media                       12,085     10,150      1,935        19.1%
Broadcast media, related parties           0          0          0           0
                                     -------    -------    -------     -------
TOTAL                                 45,781     49,449     (3,668)       (7.4%)

                                       30
<PAGE>


                                         GENERAL AND      AMOUNT OF   PERCENTAGE
                                       ADMINISTRATIVE      INCREASE    INCREASE
                                       2003       2002    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     27,658     33,834     (6,176)      (18.3%)
Internet services, related parties       418      1,115       (697)      (62.5%)
Broadcast media                       12,537      9,934      2,603        26.2%
Broadcast media, related parties           0          0          0           0
                                     -------    -------    -------     -------
TOTAL                                 40,613     44,883     (4,270)        9.5%


                                        DEPRECIATION
                                      AMORTIZATION AND
                                       WRITE DOWN AND     AMOUNT OF   PERCENTAGE
                                     GOODWILL IMPAIRMENT   INCREASE    INCREASE
                                       2003       2002    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                      3,553    161,289    (157,736)     (97.8%)
Broadcast media                        4,764      4,828         (64)      (1.3%)
                                     -------    -------    --------     -------
TOTAL                                  8,317    166,117    (157,800)     (95.0%)

        In our  Internet  services  segment  the  operating  expenses  generally
decreased due to a significant  cost reduction in cost of sales and  significant
reductions  in cost of staff  related to the sales of  Enterprise  solutions and
general  administrative  costs  and our  continued  focus on  lowering  expenses
generally.

        In our broadcast media segment operating  expenses  generally  increased
due to the  increase  in  production  facilities  and the  increase  in expenses
related to the growth in Prime Vision as well as the increase of new subscribers
to dk4  and the  related  variable  costs  related  to the  increase  number  of
subscribers  and our  increased  focus on further  developing  and enhancing our
broadcast media business.

        For the year ended  December 31, 2003, the gross profit for our Internet
services segment was DKK 49.4 million, or a margin of 63.5% of segment revenues.
For the year ended December 31, 2002,  the gross loss for our Internet  services
business  was DKK (16.7)  million,  or a margin of (26.2%) of segment  revenues.
This increase in gross profit margin is mainly  attributable  to the increase in
revenue of  SSL-certificates  and lower  costs  related to the  balance  between
actual revenue and the minimum sell through commitments to VeriSign and the fact
that the gross profit margin for 2002 was reduced by the additional  expenses of
DKK 10 million,  attributable to annual fee and minimum sell through  guarantees
to VeriSign and DKK 21.7 million, attributable to our write down of the value of
our IBM Tivoli  licenses,  both of which are  included  in the cost of sales for
2002.  The DKK 10 million  expense  was  reversed in 2003  reducing  the cost of
sales.

        In the case of our broadcast  media  segment,  the gross profit for 2003
was DKK 30.6 million, or 34.5% of segment revenues while the gross profit margin
for 2002 was DKK 31.5 million,  or 43.7% of

                                       31
<PAGE>


segment  revenues.  This decrease is primarily  attributable  to the increase in
cost resulting from our increased focus on further  developing and enhancing our
broadcast media business.

        For the year ended December 31, 2003 our operating loss decreased by DKK
231.0  million to DKK 14.7 million  compared to a loss of DKK 245.7  million for
the year ended December 31, 2002.

        The operating loss for our Internet  services  segment  decreased by DKK
236.3  million to DKK 15.9 million  compared to a loss of DKK 252.2  million for
the year ended December 31, 2002. This decrease is primarily attributable to the
decrease  in the write  down of  goodwill  and  other  assets.  In the  Internet
services  segment,  we depreciated and wrote down  approximately DKK 3.5 million
for the year ended  December 31, 2003 compared to DKK 161.3 million for the year
ended December 31, 2002.

        The operating  income for our broadcast  media segment  decreased to DKK
1.2  million  compared  to an  operating  income of DKK 6.6 million for the year
ended  December  31,  2002.  This  decrease is  attributable  to the increase in
operating  expenses  due  to our  increased  focus  on  further  developing  and
enhancing our broadcast media business..

        For 2003, we had interest income of DKK 0.2 million and interest expense
of DKK 1.7 million.  For 2002,  interest income was DKK 1.9 million and interest
expense was DKK 1.1 million.  The reduction in interest  income in 2003 reflects
our lower cash balances during the year due to increased  capital  expenditures.
The increase in interest  expense in 2003 reflects an increase in our borrowings
during the year.

        For  2003,  we had a net  foreign  exchange  (loss/increase)  of DKK 1.9
million  compared  to a net loss of DKK 5.3  million in 2002.  The  increase  is
mainly due to the adverse developments in the US dollar exchange rate in 2002.

        For 2003, we did not write down any long term investments  compared to a
write down of DKK 19.1 million for 2002. Based on our review of the valuation of
investments  made at December 31, 2003,  we did not believe that a write down of
any of our investments were necessary at that date.

        Our net loss for the year ended  December  31,  2003 was DKK 6.3 million
compared  to a net loss of DKK 283.3  million  for the year ended  December  31,
2002. The decrease in our net loss of DKK 277 million is primarily  attributable
to the decrease in the write down of goodwill.

        YEAR ENDED DECEMBER 31, 2002 COMPARED WITH YEAR ENDED DECEMBER 31, 2001

        Revenue for the year ended  December 31, 2002 was DKK 135.8  million,  a
decrease of DKK 16.1 million, or 10.6%, compared to revenue of DKK 151.9 million
for the year ended December 31, 2001. The table below compares  revenue for both
years on a segment-by-segment basis.

                                           REVENUE        AMOUNT OF   PERCENTAGE
                                                           INCREASE    INCREASE
                                       2002       2001    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     63,769     72,183     (8,414)      (11.7%)
Broadcast media                       72,020     79,731     (7,711)       (9.7%)
TOTAL                                135,789    151,914    (16,125)      (10.6%)

                                       32
<PAGE>


        Both the  Internet  services  segment and the  broadcast  media  segment
showed a decrease in revenues.  The decrease in revenue in our Internet services
segment is attributable  to the fact that in 2001 we realized  revenues from our
domain name  registration  business  until it was sold in July 2001. We have not
realized any significant  revenues under our International  Affiliate  Agreement
with VeriSign in 2002 to offset for the decrease in revenue  resulting  from the
sale of our domain name  registration  business.  The decrease in revenue in our
broadcast media segment  reflects the fact that in 2001 we  consolidated  all of
our  television   programming  into  a  single  television  channel,   dk4.  The
consolidation  resulted primarily from the fact that the carriage agreement with
TDC to broadcast  Bio+ was not going to be renewed once it expired  December 31,
2001. In addition, the carriage agreement for dk4 was extended through March 31,
2004 and we entered into two new  distribution  agreements and a new programming
agreement for dk4. As a result,  the lost revenue from the consolidation of Bio+
and dk4 and  the  non-renewal  of the  Bio+  agreement  with  TDC  could  not be
completely  supplanted by the revenues from the new  agreements  entered into by
dk4.

        Total  operating  expenses for the year ended December 31, 2002 were DKK
381.5  million,  an  increase  of DKK  33.6  million,  or 9.7%,  from the  total
operating  expenses of DKK 347.9  million for the year ended  December 31, 2001.
This increase  resulted  primarily  from an increase in  amortization  and write
downs mainly related to a write down of VeriSign rights and goodwill  impairment
in  our  trusted  Internet  infrastructure  services  business,  offset  by  the
elimination of the operating expenses associated with both the operations of the
domain name  registration  business and our Bio+ television  channel.  The table
below shows our operating expenses by category on a segment-by segment basis.

                                        COST OF SALES     AMOUNT OF   PERCENTAGE
                                                           INCREASE    INCREASE
                                       2002       2001    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     55,484     34,526     20,958        60.7%
Internet services, related parties    24,988      7,376     17,612       238.8%
Broadcast media                       40,534     55,710    (15,176)      (27.2%)
Broadcast media, related parties           0          0          0         0.0%
                                     -------    -------    -------     -------
TOTAL                                121,006     97,612     23,394        24.0%


                                         SELLING AND      AMOUNT OF   PERCENTAGE
                                          MARKETING        INCREASE    INCREASE
                                       2002       2001    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     38,391     57,690    (19,299)      (33.5%)
Internet services, related parties       908      1,436       (528)      (36.8%)
Broadcast media                       10,150      8,980      1,170        13.0%
Broadcast media, related parties           0          0          0         0.0%
                                     -------    -------    -------     -------
TOTAL                                 49,449     68,106    (18,657)      (27.4%)


                                         GENERAL AND      AMOUNT OF   PERCENTAGE
                                       ADMINISTRATIVE      INCREASE    INCREASE
                                       2002       2001    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                     33,834     45,429    (11,595)      (25.5%)
Internet services, related parties     1,115      1,083         32         3.0%
Broadcast media                        9,934     10,140       (206)       (2.0)%
Broadcast media, related parties           0          0          0         0.0%
                                     -------    -------    -------     -------
TOTAL                                 44,883     56,652    (11,769)      (20.8%)

                                       33
<PAGE>


                                        DEPRECIATION
                                      AMORTIZATION AND
                                       WRITE DOWN AND     AMOUNT OF   PERCENTAGE
                                     GOODWILL IMPAIRMENT   INCREASE    INCREASE
                                       2002       2001    (DECREASE)  (DECREASE)
                                     -------    -------    --------    --------
                                               (IN THOUSANDS OF DKK)
Internet services                    161,289     90,572     70,717        78.1%
Broadcast media                        4,828     34,980    (30,152)      (86.2%)
                                     -------    -------    -------     -------
TOTAL                                166,117    125,552     40,565        32.3%

        The  increase  in cost of sales for our  Internet  services  revenues is
primarily attributable to the additional incremental expenditure associated with
the increase in sales of trusted  internet  Infrastructure  services during 2002
including the additional expenses of DKK 10 million,  attributable to annual fee
and  minimum  sell  through   guarantees  to  VeriSign  and  DKK  21.7  million,
attributable to our write down of the value of our IBM Tivoli licenses,  both of
which are included in the cost of sales for 2002. As a result of the  successful
renegotiation  of the  Affiliate  Agreement  with  VeriSign,  in February  2003,
pursuant to which,  among other  items,  they agreed to waive their rights under
the annual fee and minimum sell through  guarantees for 2002.  Accordingly,  our
cost of sales in the first quarter of 2003 were reduced by DKK 10 million.

        The   decrease  in  sales  and   marketing   expenses  and  general  and
administrative  expenses  is  attributable  to  the  sale  of  our  domain  name
registration business and our continued focus on lowering expenses generally.

        The increase in  depreciation,  amortization and write-down and goodwill
impairment  expenses  reflects a write down of goodwill and other write downs in
accordance  with our  adoption,  in 2002,  of Statement of Financial  Accounting
Standards  (SFAS)  No.s  142 and  144.  Accordingly,  in the  Internet  services
segment,  we depreciated and wrote down  approximately DKK 161.3 million for the
year ended December 31, 2002.  Based on our management's  assessment,  the write
downs  included  DKK 63.4  million from the write down of the rights we acquired
from VeriSign and DKK 33.2 million from the write down of goodwill  attributable
to our acquisition of Alphasys SAS (due to revenue  expectations not being met).
The balance of the depreciation and the write down expenses mainly relate to the
write down of goodwill in connection with various business acquisitions also due
to revenue expectations not being met.

        In  our   broadcast   media   segment,   cost  of  sales,   general  and
administrative expenses, depreciation,  amortization and write-down and goodwill
impairment  expenses  decreased due to the fact that we consolidated  all of our
television programming into a single television channel, dk4. For the year ended
December 31, 2002, the aggregate  depreciation,  amortization and write-down and
goodwill impairment  expenses decreased,  approximately DKK 30.2 million, to DKK
4.8 million as compared to the same period in the prior year.  This  decrease is
due to our write down of a significant  portion of the goodwill  attributable to
the acquisition of our broadcasting  business as a result of the closing of Bio+
in 2001 and the consolidation of its operations with that of dk4.

                                       34
<PAGE>


        For the year ended  December 31,  2002,  the gross loss for our Internet
services  segment  was DKK  (16.7)  million,  or a margin of  (26.2)% of segment
revenues.  For the year  ended  December  31,  2001,  the gross  profit  for our
Internet services business was DKK 30.3 million, or a margin of 42.0% of segment
revenues.  This  decrease in gross profit margin is mainly  attributable  to the
fact that the gross profit margin on the domain name registration business which
is included in 2001 results for a six month period are substantially higher than
the  gross  profit  margin  on  our  trusted  Internet  infrastructure  services
business.  We  expect  the gross  profit  margin  to  increase  with time as the
business  of  providing   trusted  Internet   infrastructure   services  mature.
Furthermore,  the  gross  profit  margin  for 2002 was  further  reduced  by the
additional  expenses of DKK 10 million,  attributable  to annual fee and minimum
sell through guarantees to VeriSign,  and DKK 21.7 million,  attributable to our
write down of the value of our IBM Tivoli  licenses,  both of which are included
in the cost of sales for 2002. As a result of the  successful  renegotiation  of
the Affiliate  Agreement  with VeriSign,  in February  2003,  pursuant to which,
among other  items,  they agreed to waive their  rights under the annual fee and
minimum sell through guarantees for 2002. Accordingly,  our cost of sales in the
first quarter of 2003 were reduced by DKK 10 million.

        In the case of our broadcast media segment,  the gross profit margin for
2002 was DKK 31.5 million,  or 43.7% of segment  revenues while the gross profit
margin  for 2001 was DKK 24.0  million,  or  30.1%  of  segment  revenues.  This
increase is primarily  attributable  to the general  reduction of cost resulting
from the  consolidation of our television  programming into a single  television
channel, dk4.

        For the year ended December 31, 2002 our operating loss increased by DKK
49.7 million to DKK 245.7  million  compared to a loss of DKK 196.0  million for
the year ended December 31, 2001.  The operating loss for our Internet  services
segment increased by DKK 86.3 million to DKK 252.2 million compared to a loss of
DKK 165.9  million  for the year ended  December  31,  2001.  This  increase  is
primarily attributable to the write down of goodwill and other assets to reflect
the impairment in the fair market value of certain acquired assets in accordance
with SFAS 142. In the Internet services  segment,  we depreciated and wrote down
approximately  DKK 161.3 million for the year ended December 31, 2002.  Based on
our management's assessment,  the write downs included DKK 63.4 million from the
write down of the rights we acquired  from  VeriSign,  and DKK 33.2 million from
the write down of goodwill  attributable to our acquisition of Alphasys SAS (due
to revenue  expectations not being met). The balance of the depreciation and the
write down  expenses  mainly  relate to the write down of goodwill in connection
with various business  acquisitions  also due to revenue  expectations not being
met.

        The operating  income for our broadcast  media segment  increased by DKK
36.7  million  to DKK 6.6  million  compared  to an  operating  loss of DKK 30.1
million for the year ended December 31, 2001.  This increase is  attributable to
the reduction in operating  expenses due to the  consolidation of our television
programming into a single television channel.

        For 2002, we had interest income of DKK 1.9 million and interest expense
of DKK 1.1 million.  For 2001,  interest income was DKK 2.3 million and interest
expense was DKK 0.3 million.  The reduction in interest  income in 2002 reflects
our lower cash balances during the year due to increased  capital  expenditures.
The increase in interest  expense in 2002 reflects an increase in our borrowings
during the year.

        For 2002, we had a net foreign exchange loss of DKK 5.3 million compared
to a net loss of DKK 2.9  million  in 2001.  The  increase  is mainly due to the
adverse developments in the US dollar exchange rate in 2002.

                                       35
<PAGE>


        For  2002,  we wrote  down DKK 19.1  million  of long  term  investments
compared to DKK 0 for 2001.  Based on our review of the valuation of investments
made at December 31, 2002, we wrote down our  investments in Trust Italia S.p.A.
(DKK 16,053),  Wisekey SA (DKK 2,322) and certain other shares (DKK 751).  These
write downs were made due to revenue expectations not being met.

        Our net loss for the year ended  December 31, 2002 was DKK 283.3 million
compared  to a net income of DKK 7.7  million  for the year ended  December  31,
2001. This difference of DKK 291.0 million is primarily attributable to the gain
realized from the sale of our domain name  registration  business in 2001 and to
an increase in the write-off of goodwill and other long-lived assets in 2002.


B.      LIQUIDITY AND CAPITAL RESOURCES

        Historically,  our primary cash needs have been for capital expenditures
and to fund operating  losses.  At December 31, 2003, our cash balances were DKK
9.4 million  compared to cash balances (DKK 37.7  million) and  restricted  cash
(DKK 2.0 million)  totaling  DKK 39.7 million at December 31, 2002.  At December
31, 2003 the ratio of current assets to current  liabilities  was 0.60 to 1. Our
current assets primarily reflect our cash, accounts receivables and inventories.

        At December 31, 2003, we had secured lines of credit from banks totaling
DKK 0.5  million,  from which none have been  drawn.  Interest is payable on the
line at a  floating  rate  based on the  market  rates of the major  banks.  The
weighted average  interest rate as of December 31, 2002 was 6.0%. In Denmark,  a
line of credit,  such as that used by us,  can be  cancelled  upon three  months
notice.  Any termination would result in the principal and interest becoming due
and payable  immediately.  The line of credit has been used for working  capital
purposes.

        For the year ended  December 31, 2003,  cash used in operations  was DKK
15.1 million  compared to DKK 55.2 million for the prior year, a decrease of DKK
40.1 million.  The decrease is primarily  due to a improvement  in operations in
2003 compared to 2002.

        For the year ended December 31, 2003, cash used in investing  activities
was DKK 13.4 million  compared to cash  provided by investing  activities of DKK
4.1 million for the prior year, a decrease of DKK 17.5 million.  The decrease is
primarily  attributable  to the proceeds  from the sale of  business,  which has
decreased by DKK 38.1 million in 2003 compared to 2002.

        For the year  ended  December  31,  2003,  cash  provided  in  financing
activities was DKK 2.6 million compared to cash used by financing  activities of
DKK 6.3 million for the prior year, an increase of DKK 8.9 million. The increase
is  primarily  due to an  increase  of DKK 6.2  million,  in  proceeds  from the
issuance of common shares from the exercise of public warrants during 2003.

        Our capital  expenditures  for the year ended December 31, 2003 were DKK
15.5 million.  These  expenditures  primarily relate to purchase of equipment in
our media segment.

        On April 1, 2004, we received cash of $8,500,000 U.S. in connection with
the  sale of our PKI  Services  business  to  VeriSign.  At the  same  time,  we
repurchased  2,748,720 of our ordinary shares from VeriSign for $ 1,136,000 U.S.
These  transactions  resulted in a net cash receipts of $7,364,000 U.S. VeriSign
further assumed deferred revenues of DKK 17,737 in connection with the purchase.

        We believe that our cash on hand and the positive trend of our operating
cash flow  together with  borrowings  currently  available  and other  potential
sources of funds as described  above will be sufficient to fund our  anticipated
working  capital  needs and capital  spending  requirements  in the  foreseeable

                                       36
<PAGE>


future.  However,  if we were to incur  any  unanticipated  expenditures  or the
positive trend of our operating cash flow does not continue,  such circumstances
could put a substantial  burden on our cash resources.

CONTRACTUAL OBLIGATIONS (in thousands of DKK)

------------------------------- ----------- --------- ------------ -------------
                                                                    TOTAL
CONTRACTUAL OBLIGATIONS            2004       2005     LATER YEARS  OBLIGATIONS
------------------------------- ----------- --------- ------------ -------------
Capital leases                     1,184         0          0          1,184
------------------------------- ----------- --------- ------------ -------------
VeriSign affiliate contract        1,951         0          0          1,951
------------------------------- ----------- --------- ------------ -------------
Operating leases                   1,317       291          0          1,608
------------------------------- ----------- --------- ------------ -------------
Film Rights                            0         0          0              0
------------------------------- ----------- --------- ------------ -------------
TOTAL CONTRACTUAL OBLIGATIONS      4,452       291          0          4,743
------------------------------- ----------- --------- ------------ -------------


        INFLATION

        We do not believe that inflation had a material impact on our results of
operations.

        COMMITMENTS

        In November 2000, we became part of VeriSign's Global Affiliate Network,
an expanding group of international  service providers using common  technology,
operating practices and  infrastructure,  compliant with the European Union (EU)
common criteria  requirements,  to deliver interoperable trust services over the
Internet.  VeriSign is the leading provider of Internet  infrastructure services
in the world.  Under our  Affiliate  Agreement  with  VeriSign,  as amended,  we
provide  VeriSign  Internet  infrastructure  products  and  services in Denmark,
Norway, Sweden, Finland, Austria and Switzerland. In February 2003 the Affiliate
Agreement  with VeriSign was amended,  which,  among other things,  extended the
term of the agreement  for an  additional 4 years through  December 31, 2010 and
reduced the minimum royalty payments and annual fee due to VeriSign for the year
ending December 31, 2003 from  approximately  DKK 49.7 million ($7.0 million) to
approximately  DKK 16.3 million ($2.3 million).  It has not been agreed what the
minimum annual royalty payments are to be after December 31, 2003. The amendment
states that the minimum annual royalty payments for the calendar years following
2003 shall be agreed by the Company  and  VeriSign no less than 60 days prior to
the end of the  calendar  year 2003.  In March 2004 it was agreed with  VeriSign
that the  minimum  fee for the first  quarter of 2004 would be  $327.531,25.  On
April 1, 2004 we sold our PKI services business to VeriSign, Inc.

        In January  2002,  in  connection  with the  combination  of our Digiweb
activity  with DHT  Hosting  ApS (a Danish  automated  hosting  company) to form
EuroTrust Secure Hosting A/S, in which we have a 75% ownership  interest and DHT
has a 25%  ownership  interest.  DHT has an option to sell its 25%  interest  in
Secure  Hosting to us in 2004 at a price  based on the future  profitability  of
Secure Hosting or for a minimum of DKK 2.5 million.

                                       37
<PAGE>


        IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

        In November 2002, the Emerging Issues Task Force issued its consensus on
EITF Issue No. 00-21,  Revenue  Arrangements with Multiple  Deliverables  ("EITF
Issue No. 00-21") on an approach to determine whether an entity should divide an
arrangement  with  multiple  deliverables  into  separate  units of  accounting.
According  to the  EITF,  in an  arrangement  with  multiple  deliverables,  the
delivered  item(s)  should be considered a separate unit of accounting if all of
the  following  criteria  are met:  (1) the  delivered  item(s) has value to the
customer on a standalone  basis, (2) there is objective and reliable evidence of
the fair value of the undelivered item(s), and (3) if the arrangement includes a
general right of return,  delivery or performance of the undelivered  item(s) is
considered  probable and  substantially in the control of the vendor. If all the
conditions  above are met and there is objective  and reliable  evidence of fair
value  for  all  units  of  accounting  in  an   arrangement,   the  arrangement
consideration  should be allocated to the separate units of accounting  based on
their relative fair values.  The guidance in this Issue is effective for revenue
arrangements  entered into in fiscal periods  beginning  after June 15, 2003.The
adoption  of this  statement  did not  have a  material  effect  on  EuroTrust's
financial statements.

        In December 2003, the SEC issued Staff  Accounting  Bulletin ("SAB") No,
104 "REVENUE RECOGNITION" which codifies,  revises and rescinds certain sections
of SAB No.  101,  "REVENUE  RECOGNITION",  in  order to make  this  interpretive
guidance consistent with current authoritative  accounting and auditing guidance
and SEC rules and  regulations.  The changes noted in SAB No. 104 did not have a
material  effect  on  EuroTrust  consolidated  financial  position,  results  of
operations or cash flows.

        In January 2003, the FASB issued  Interpretation No. 46,  "CONSOLIDATION
OF VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ACCOUNTING RESEARCH BULLETIN
("ARB") NO. 51." In December 2003, the FASB issued a revision to  Interpretation
No. 46, and  interpretation of ARB Opinion No. 51 ("FIN 46R"). FIN 46R clarifies
the  application  of ARB 51  "CONSOLIDATED  FINANCIAL  STATEMENTS,"  to  certain
entities  in  which  equity  investors  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support provided by any parties,  including the equity holders. FIN 46R requires
the  consolidation  of these  entities,  known  as  variable  interest  entities
("VIE's"),  by the primary beneficiary of the entity. The primary beneficiary is
the entity, if any, that will absorb a majority of the entity's expected losses,
receive a majority of the entity's expected residual returns, or both.

        Among  other  changes,  the  revisions  of FIN  46R (a)  clarified  some
requirements  of the original FIN 46, which had been issued in January 2003, (b)
eased some implementation problems, and (c) added new scope exceptions.  FIN 46R
deferred the effective date of the  interpretation  for public  companies to the
end of the first reporting  period ending after March 15, 2004,  except that all
public  companies  must at a minimum  apply  the  unmodified  provisions  of the
interpretation  to entities  that were  previously  considered  "special-purpose
entities" in practice and under the FASB literature prior to the issuance of FIN
46R by the end of the first reporting period ending after December 15, 2003.

        Among the scope  expectations,  companies  are not required to apply FIN
46R to an entity  that meets the  criteria  to be  considered  a  "business"  as
defined in the interpretation unless one or more of four named conditions exist.
FIN 46R applies immediately to a VIE created or acquired after January 31, 2003.
EuroTrust  does not have any  interests  in VIE's and the adoption of FIN 46R is
not expected to have a material impact on EuroTrust financial position,  results
of operations or cash flows.

        In April,  2003,  the FASB issued SFAS No. 149,  "Amendment of Statement
133 on Derivative  Instruments  and Hedging  Activities",  which amends SFAS No.
133, "Accounting for Derivative  Instruments and Hedging Activities," to address
(1) decisions reached by the Derivatives  Implementation Group, (2) developments
in  other  Board   projects  that  address   financial   instruments,   and  (3)
implementation  issues related to the  definition of a derivative.  SFAS No. 149
has multiple effective date

                                       38
<PAGE>


provisions  depending  on the  nature  of the  amendment  to SFAS No.  133.  The
adoption  of this  statement  did not  have a  material  effect  on  EuroTrust's
financial statements.

        On May 15, 2003, the FASB issued SFAS No. 150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 is  effective  for all  financial  instruments  entered into or modified
after May 31, 2003. For  unmodified  financial  instruments  existing at May 31,
2003,  SFAS No. 150 is effective at the  beginning of the first  interim  period
beginning  after  June 15,  2003,  except  for  mandatory  redeemable  financial
instruments of nonpublic entities. The adoption of this statement did not have a
material effect on EuroTrust's financial statements.

        OFF BALANCE SHEET ARRANGEMENTS

        The  Company  is not aware of any  material  transactions  which are not
disclosed in its consolidated financial statements.


ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES [NEEDS TO BE UPDATED]

A.      DIRECTORS AND EXECUTIVE OFFICERS

        The following table sets forth, as of May 12, 2004, the name,  position,
age, principal occupation and address and the date on which they first became an
officer or director for our directors and senior management.

<TABLE>
<CAPTION>
                                                                                                    DATE BECAME A
         NAME AND POSITION             AGE             PRINCIPAL OCCUPATION AND ADDRESS            DIRECTOR/OFFICER
------------------------------------  -------  -------------------------------------------------  -------------------
<S>                                     <C>    <C>                                                  <C>
Aldo M.N. Petersen                              Chief Executive Officer of
  President, Chief Executive                    EuroTrust A/S
  Officer, Chief Operating                      Poppelgaardvej 11-13
  Officer, Managing director, and       42      2860 Soeborg
  director........................             Denmark                                               January 1988

Soren Degn                                      Chief Financial Officer of
  Chief Financial Officer.........      35      EuroTrust A/S
                                                Poppelgaardvej 11-13
                                                2860 Soeborg
                                               Denmark                                              September 2003

Karoly Laszlo Nemeth                            Chairman of the Board of
  Chairman of the board...........      61      Nemeth & Sigetty A/S
                                                Frederiksgade 21,4.
                                                1265 Copenhagen
                                                Denmark                                              January 1988

John J. Stuart, Jr.(1)(2)                       Chief Financial Officer of
  Director........................      64      Irvine Sensors Corporation
                                                3001 Redhill Avenue
                                                Costa Mesa, CA 92626-4532
                                                USA                                                    May 1998
</TABLE>

                                       39
<PAGE>


<TABLE>
<CAPTION>
                                                                                                    DATE BECAME A
         NAME AND POSITION             AGE             PRINCIPAL OCCUPATION AND ADDRESS            DIRECTOR/OFFICER
------------------------------------  -------  -------------------------------------------------  -------------------
<S>                                     <C>    <C>                                                  <C>
Robert M. Gutkowski (1)                         Consultant
  Director........................      56      c/o EuroTrust A/S
                                                Poppelgaardvej 11-13
                                                2860 Soeborg
                                                Denmark                                                May 2004

Jan Berger(1)(2)                        61      Management Consultant
  Director.....................                 c/o EuroTrust A/S
                                                Poppelgaardvej 11-13
                                                2860 Soeborg
                                                Denmark                                                May 2003
</TABLE>

----------
(1)     Member, audit committee of the Board of Directors.
(2)     Member, compensation committee of the Board of Directors.

ALDO M.N. PETERSEN, PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER,
MANAGING DIRECTOR AND DIRECTOR

        Mr. Petersen has been our President,  Chief Executive Officer,  Managing
Director and a member of our board of directors  since January 1988. In December
2003, upon the  resignation of Brian Mertz  Pedersen,  Mr. Petersen also assumed
the  responsibilities  of Chief Operating Officer. He also serves as a member of
the board for several of our  wholly-owned  subsidiaries,  and is an investor of
F.C. Copenhagen,  the Copenhagen  professional soccer team. Mr. Petersen holds a
degree in economics from the Copenhagen Business School.

SOREN DEGN, CHIEF FINANCIAL OFFICER

        Mr. Degn was  appointed  our chief  financial  officer since in December
2003.  He also serves as a member of the board for  several of our  wholly-owned
subsidiaries.  Prior to this  appointment  he  served as our  Corporate  Finance
Director  since  2001.  Mr. Degn spent 5 years with  Kampsax A/S (a  consultancy
firm) and 7 years  with KPMG in  Denmark.  Mr.  Degn has a  Graduate  Diploma in
Business  Administration in accountancy and a MSC (Business  Administration  and
Auditing) in financial planning and control from the Copenhagen Business School.

KAROLY LASZLO NEMETH, CHAIRMAN OF THE BOARD

        Mr.  Nemeth was elected to our board of  directors  in January  1988 and
also  serves  as  a  member  of  the  board  for  several  of  our  wholly-owned
subsidiaries..  He is a partner in and chairman of the board of Nemeth & Sigetty
A/S, a law firm that performs legal services for us. He also serves on the board
of various privately held Scandinavian companies.

JOHN J.  STUART, JR., DIRECTOR

        Mr.  Stuart was  elected to our board of  directors  in May 1998.  Since
January 1983 Mr. Stuart has been employed by Irvine Sensors Corporation ("ISC"),
Costa Mesa,  California USA, a developer of proprietary  technologies to produce
extremely compact packages of solid state microcircuitry. He currently serves as
ISC's Senior Vice President and Chief Financial  Officer,  positions he has held
since November 1998 and July 1985, respectively.  Between July 1985 and February
1995, he also held the

                                       40
<PAGE>


position of ISC's  treasurer  and was  reappointed  to this position in November
1998.  Mr.  Stuart  is also a  member  of the  board  of  directors  and is vice
president of finance and chief financial officer of Novalog, Inc. (since October
1995),  Microsensors,  Inc. (since October 1997),  RedHawk  Vision,  Inc. (since
March  2000)  and  iNetWorks,  Inc.  (since  October  2000)  all  of  which  are
subsidiaries of ISC.

ROBERT M. GUTKOWSKI, DIRECTOR

        Mr.  Gutkowski  was elected to our board of  directors  on May 12, 2004.
Since 2002, Mr. Gutkowski has provided consulting services,  specializing in the
sports and entertainment industries. He recently advised the New York Yankees in
regard to the creation of the YES Network,  a regional sports and  entertainment
network whose linchpin is their telecast of New York Yankee baseball, as well as
New Jersey Nets basketball.  From June 2000 through 2002, he served as President
and Chief Executive  Officer of Magnum Sports &  Entertainment,  Inc., a company
which  offered a multitude of services to  entertainers  in the fashion,  music,
sports and  film/television  industries  .In 1996, he founded The Marquee Group,
Inc.,  a worldwide  sports and  entertainment  firm that  managed,  produced and
marketed  sports  and  entertainment  events  and  provided  representation  for
athletes,  entertainers and broadcasters. He served as Marquee's chief executive
officer  until 1999 when the company was sold to SFX  Entertainment,  Inc.  From
1991 until 1994, he was President of Madison Square Garden, Inc.("MSG"). In that
position,  he was responsible for the operations of the New York  Knickerbockers
basketball team, the New York Rangers hockey club and MSG Communications,  which
included the MSG television  Network.  From 1985 to 1991 he was President of the
MSG  television  Network.   Mr.  Gutkowski  holds  a  B.A.  degree  in  Business
Administration from Hofstra University.

JAN BERGER, DIRECTOR

        Mr. Berger has been a Management Consultant since 1998. He has more than
24 years of experience in the Information  Technology (IT) industry and has held
various top  management  positions with leading IT companies.  In addition,  Mr.
Berger has served as a board member at several companies including,  chairman of
the board of Skrivervik  Data, a SUN  Microsystems  distributor  in Norway.  Mr.
Berger has a degree in Business Economics and Administration with an emphasis on
Sales and Marketing.

        There  are no  family  relationships  among  any of  our  directors  and
executive officers or those of our subsidiaries.


B.      COMPENSATION

        EXECUTIVE COMPENSATION

        Cash  compensation  paid by us and our  subsidiaries  for the year ended
December 31, 2003 to our  directors  and senior  management  for services in all
capacities,  other than professional fees, totaled approximately DKK 5.0 million
(approximately  $832,000).  In addition, we maintain a standard pension plan for
our executive officers under the terms of which we contribute an amount equal to
15% of their annual salary to the plan. The total  contribution for 2003 totaled
approximately DKK 671,000 (approximately  $113,000). The above mentioned amounts
include amounts paid to Brian Mertz Pedersen, former COO, and Bertel Jensen, our
former CFO.

                                       41
<PAGE>


        Effective as of July 2001, we entered into an employment  agreement with
each of Aldo M.N.  Petersen,  our Chief Executive  Officer and Bertel E. Jensen,
our former  Chief  Financial  Officer  and  effective  as of  September  2003 an
agreement with Soren Degn, our new Chief Financial Officer, each of which may be
terminated at any time (i) by us by providing 12 months  notice of  termination,
or (ii) by either Mr.  Petersen,  Mr.  Jensen or Mr. Degn by  providing 6 months
notice of  termination.  Pursuant  to their  employment  agreements  each of Mr.
Petersen,  Mr.  Jensen  and Mr.  Degn are  annually  granted a 5-year  option to
acquire our  ordinary  shares.  Accordingly,  in 2003 they were each granted the
number of  options  set  forth in the table  below  under the  section  entitled
"Options."  Effective  as of  December  1, 2003,  Mr.  Jensen  resigned as Chief
Financial  Officer as a consequence  of our  streamlining  of the management and
organization  due to the sale of certain of our subsidiaries and closing down of
our Swiss office.

        OPTIONS

        Options that were granted pursuant to our stock option plan to the named
executive  officers during the year ended December 31, 2003 and are set forth in
the following table:

<TABLE>
<CAPTION>
                                 SECURITIES      SECURITIES      EXERCISE PRICE      EXERCISE PRICE
                                 UNDERLYING      UNDERLYING         PER SHARE          PER SHARE
           NAME                  OPTIONS(1)      OPTIONS(2)          ($)(1)              ($)(2)           EXPIRATION DATE
---------------------------    --------------  --------------  ------------------  -----------------   ---------------------
<S>                               <C>              <C>               <C>                 <C>              <C>
Aldo M. N. Petersen               2,700,000        450,000           0.1967              1.1800            April 16, 2008
Bertel E. Jensen                  2,220,000        370,000           0.1967              1.1800            April 16, 2008
Brian Mertz Pedersen               874,998         145,833           0.2500              1.5000           February 3, 2008
Brian Mertz Pedersen               300,000         50,000            0.2133              1.2800            March 1, 2008
Soren Degn                         292,500         48,750            0.2500              1.5000           February 3, 2008
Soren Degn                         240,000         40,000            0.4083              2.4500           February 3, 2008
</TABLE>

----------

    (1) These securities are reflected as ordinary shares.
    (2) These securities are reflected in ADSs (after giving effect to a 1 for 6
        reverse ratio change of ADSs on August 29, 2002).


        DIRECTOR COMPENSATION

        Our  independent  directors  receive a fee of $20,000 U.S. per year plus
$1,000 for eachmeeting attended in person. Directors are reimbursed for expenses
they incur in connection  with attending  meetings of the board of directors and
committees thereof. In addition, we periodically grant options to our directors,
although  the amount and timing of those grants are  determined  by the board in
its sole  discretion.  On May 12, 2004,  the Board  granted to each  independent
director an option to purchase  150,000  ordinary  shares  (equivalent to 25,000
ADSs) with an exercise price  equivalent to the closing market price on the date
of grant.


C.      BOARD PRACTICES

        The board of directors may consist of between  three and seven  members.
As of April 20,  2004,  the  board  consisted  of five  members.  Under  certain
provisions of the Danish  Companies  Act, our employees  have the right to elect
three board members. However, our employees have not exercised this right.

                                       42
<PAGE>


        Each  director is elected by a vote at the annual or special  meeting of
the  shareholders  and  serves  for a term  of  one  year.  All  of the  current
directors,  Messrs.  Aldo M.N. Petersen,  Karoly Laszlo Nemeth,  John J. Stuart,
Jr.,  Robert M.  Gutkowski  and Jan Berger , were elected at the annual  general
meeting held on May 12, 2004. Each executive officer will serve until his or her
successor  is duly  appointed or elected by the board of directors or his or her
earlier removal or resignation from office.

        There is no restriction on the re-election of directors.  The quorum for
a meeting of the board of  directors  is a simple  majority.  All members of the
board of directors have equal voting rights and all  resolutions are passed by a
simple majority.

        Our  executive  officers  serve  at  the  discretion  of  the  board  of
directors.  The  citizenships  of our  executive  officers and  directors are as
follows:

        Name                                     Country of Citizenship
        ------------------------------------------------------------------------

        ALDO M.N. PETERSEN                       Denmark
        SOREN DEGN                               Denmark
        KAROLY LASZLO NEMETH                     Denmark
        JOHN J. STUART, JR.                      United States
        ROBERT M. GUTKOWSKI                      United States
        JAN BERGER                               Norway

        There are no  agreements  with our board  members  that  provide for the
payment of benefits upon termination of their directorship.

        The  board  of  directors  has an  audit  committee  and a  compensation
committee.  The members of the audit committee are Messrs Berger,  Gutkowski and
Stuart.  The audit  committee  reviews our financial  statements  and accounting
practices,  appoints our  independent  auditors,  meets and  interacts  with the
independent  auditors to discuss  questions in regard to  EuroTrust's  financial
reporting,  reviews  the  results  and scope of the  audit  and  other  services
provided by our independent auditors,  and our internal controls. The members of
the compensation  committee are Messrs.  Berger and Stuart.  The committee makes
recommendations to the board regarding  remuneration of executive officers,  and
reviews our compensation plans and policies.

        INDEMNIFICATION

        Except  to  the  extent  indicated   below,   neither  our  Articles  of
Association  nor any  contract  or  other  arrangement  to  which we are a party
contains any provision  under which any of our directors,  members of management
or officers are insured or  indemnified in any manner against any liability that
he or she may incur in his or her capacity as a director or an officer.

        We have  obtained an  insurance  policy  under which our  directors  and
officers  are insured  against  losses  arising  from their acts or omissions in
their capacities as directors or officers up to DKK 40 million.  This policy has
a DKK 50,000 deductible.

        Under the Danish Act on Limited  Companies,  our directors and officers,
who are  registered as managers with the Danish  Commerce and Companies  Agency,
are liable for losses caused  deliberately  or

                                       43
<PAGE>


by negligence in connection  with the  performance  of their duties to us and to
third parties. Officers not so registered are indemnified by us under applicable
Danish law in respect of actions taken by them in their official capacity.

        Insofar as  indemnification  for liabilities under the Securities Act of
1933 may be permitted to our directors,  officers or controlling  persons as set
forth  above,  we have  been  informed  that in the  opinion  of the  SEC,  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

D.      EMPLOYEES

        As of  December  31,  2003,  we had  129  employees,  a  decrease  of 54
employees from the prior year. All of our employees are located in Denmark. (See
the following  table.) This decrease is primarily  attributable  to streamlining
our e-security  business,  partially  offset by a growth of 22% in our broadcast
media  segment . The table below gives a breakdown of our  employees and area of
employment:

                                                   Denmark        Total
                Sales and marketing                  29             29
                Customer service and support         13             13
                Technical                            59             59
                Finance and administration           28             28
                                                     --             --
                     Totals                         129            129
                                                    ===            ===

        Some of our employees are members of various labor unions;  however,  we
are not required to, and we do not have  agreements  with any union. We have not
experienced any work stoppages, and we consider our relations with our employees
to be good.

        Competition  in the  recruiting  of  highly-qualified  personnel  in the
Internet-related  services  industry  is  intense.  We  believe  that our future
success will depend,  in part,  on our continued  ability to hire,  motivate and
retain qualified management, marketing and technical personnel. To date, we have
not experienced any difficulty in attracting and retaining qualified  personnel,
but we can provide no assurance  that we will be able to continue to attract and
retain qualified personnel in the future.

        We believe that our relations with our union and non-union employees are
good.

E.      SHARE OWNERSHIP

        The following  table sets forth the ownership of our ordinary  shares by
the individuals named in Item 6.A., as of May 11, 2004.

                                       44
<PAGE>


                                NUMBER ORDINARY      NUMBER OF
           NAME                    SHARES(1)          ADSS(2)       PERCENT (3)
---------------------------    -----------------   ------------    ------------
Aldo M.N. Petersen                5,187,288(4)        864,548         17.82%
Karoly Laszlo Nemeth                330,000(5)         55,000          1.14%
Soren Degn                          415,494(6)         69,249          1.43%
John J. Stuart, Jr                  330,000(7)         55,000          1.14%
Robert M. Gutkowski                       *                 *             *
Jan Berger                                *                 *             *
All officers and directors
    As a group(6 persons)         6,577,780(8)      1,096,297         21.60%

----------
* Less than 1%

(1)     Beneficial  ownership is determined in accordance  with the rules of the
        Securities  and Exchange  Commission  and generally  includes  voting or
        investment  power with respect to securities.  Common shares relating to
        options currently  exercisable or exercisable  within 60 days of May 11,
        2004 are deemed  outstanding  for computing the percentage of the person
        holding such securities but are not deemed outstanding for computing the
        percentage  of any other  person.  Except as indicated by footnote,  and
        subject to community  property laws where applicable,  the persons named
        in the table above have sole voting and investment power with respect to
        all shares shown as beneficially owned by them.

(2)     The number of ADS shares  beneficially  owned,  assuming conversion into
        ADSs  (reflected in ADSs) after giving effect to a 1 for 6 reverse ratio
        change of ADSs on August 29, 2002

(3)     As of May 11, 2004,  31,753,474  ordinary  shares are issued,  including
        3,175,284  treasury  shares.   Beneficial   ownership   percentages  are
        calculated based on 28,578,190 ordinary shares issued and outstanding as
        of May 11, 2004. Of the amount issued,  28,770,378  ordinary shares have
        been  deposited and ADSs issued  (represented  by 4,795,063  ADSs,  each
        representing  six ADSs (after  giving  effect to a 1 for 6 reverse ratio
        change on August 29, 2002) issued under the Deposit  Agreement  with The
        Bank of New York.

(4)     Includes an  aggregate of (i)  4,647,540  ordinary  shares  beneficially
        owned by Mr. Petersen;  (ii) 100,000  currently  exercisable  options to
        purchase  ordinary  shares,  at an  exercise  price of $0.92 per  share,
        expiring on May 30, 2005; (iii) 439,747 currently exercisable options to
        purchase  ordinary  shares,  at an exercise  price of $0.8382 per share,
        expiring on May 30, 2005.

(5)     Includes (i) 50,000 currently  exercisable  options to purchase ordinary
        shares,  at an  exercise  price of $0.92 per share,  expiring on May 30,
        2005;  and  (ii)  280,000  currently  exercisable  options  to  purchase
        ordinary shares, at an exercise price of $0.2500 per share,  expiring on
        February 3, 2008.

(6)     Includes (i) 130,500 currently  exercisable options to purchase ordinary
        shares, at an exercise price of $0.2500 per share,  expiring on February
        3, 2008; (ii) 125,000 currently exercisable options to purchase ordinary
        shares,  at an exercise price of $0.5500 per share,  expiring on May 30,
        2005; (iii) 50,000 currently  exercisable  options to purchase  ordinary
        shares,  at an exercise price of $0.9200 per share,  expiring on May 30,
        2005; (iv) 65,000  currently  exercisable  options to purchase  ordinary
        shares,  at an exercise price of $1.0600 per share,  expiring on January
        1, 2005; (v) 45,000 currently  exercisable  options to purchase ordinary
        shares,  at an exercise price of $0.2500 per share,  expiring on January
        1, 2005.

(7)     Includes an aggregate of (i) 50,000 ordinary shares  beneficially  owned
        by Mr. Stuart;  (ii) 280,000 currently  exercisable  options to purchase
        ordinary shares, at an exercise price of $0.2500 per share,  expiring on
        February 3, 2008.

(8)     Includes  1,880,240 ordinary shares underlying  exercisable  options and
        warrants.

                                       45
<PAGE>


ITEM 7.      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.      MAJOR SHAREHOLDERS

        The  following  table sets forth  information,  as of May 11,  2004 with
respect to the beneficial  ownership of our ordinary shares by each  shareholder
known by us to beneficially own more than 5% of our ordinary shares.

                                             SHARES BENEFICIALLY OWNED
  NAME OF BENEFICIAL OWNER(1)       NUMBER(1)        NUMBER(2)        PERCENT(3)

Aldo M.N. Petersen (4)........      5,187,288         864,548          17.82%
                                 -----------------------------------------------
TOTAL ........................      5,187,288         864,548          17.82%
                                 ===============================================

-----------

(1)     Beneficial  ownership is determined in accordance  with the rules of the
        Securities  and Exchange  Commission  and generally  includes  voting or
        investment  power with respect to securities.  Ordinary  shares issuable
        upon  currently  exercisable  or  convertible  securities  or securities
        exercisable  or  convertible  within 60 days of May 11,  2004 are deemed
        beneficially owned and outstanding for computing the percentage owned by
        the person holding such securities,  but are not considered  outstanding
        for computing the percentage of any other person.

(2)     The number of ADS shares  beneficially  owned,  assuming conversion into
        ADSs  (reflected in ADSs) after giving effect to a 1 for 6 reverse ratio
        change of ADSs on August 29, 2002

(3)     As of May 11, 2004,  31,753,474  ordinary  shares are issued,  including
        3,175,284  treasury  shares.   Beneficial   ownership   percentages  are
        calculated based on 28,578,190 ordinary shares issued and outstanding as
        of May 11, 2004. Of the amount issued,  28,770,378  ordinary shares have
        been  deposited and ADSs issued  (represented  by 4,795,063  ADSs,  each
        representing  six ADSs (after  giving  effect to a 1 for 6 reverse ratio
        change on August 29, 2002) issued under the Deposit  Agreement  with The
        Bank of New York.

(4)     Includes an  aggregate of (i)  4,647,540  ordinary  shares  beneficially
        owned by Mr. Petersen;  (ii) 100,000  currently  exercisable  options to
        purchase  ordinary  shares,  at an  exercise  price of $0.92 per  share,
        expiring on May 30, 2005; (iii) 439,747 currently exercisable options to
        purchase  ordinary  shares,  at an exercise  price of $0.8382 per share,
        expiring on May 30, 2005.

        Except,  as set forth in the table above, to our knowledge,  in the last
three  years,  there has not been any  significant  change in ownership by major
shareholders.  Our major  shareholders do not have different voting rights.  The
portion of our ordinary  shares held in the United States is  approximately  90%
and the number of record holders is 32. We are not owned or controlled, directly
or indirectly,  by another corporation or by any foreign government.  We are not
aware of any  arrangement  that may at a  subsequent  date result in a change of
control.

B.      RELATED PARTY TRANSACTIONS

        In the ordinary  course of business,  EuroTrust  engages in transactions
with certain  entities and individuals that are considered to be related parties
as follows:.

MR ALDO PETERSEN

        On November 30, 2000,  we acquired 20% of Trust Italia SpA.,  an Italian
digital  security  company.  During 2001, the agreement for the  acquisition was
changed, following investment in Trust Italia SpA by other parties, resulting in
an ownership in Trust Italia of 15.7%  (242,000  shares) and an

                                       46
<PAGE>


additional cash  consideration of DKK 4,265. The cash was paid to Aldo Petersen,
the CEO of the Company who also owned 2.6% of the shares of Trust Italia SpA.

PARKEN SPORTS &  ENTERTAINMENT A/S

        On December 31, 2003,  EuroTrust  A/S  purchased  the  remaining  15% of
Europe-Visions A/S (formerly Euro909Media A/S) for a total purchase price of DKK
8.5 million,  from Parken Sport &  Entertainment  A/S thereby  becoming the 100%
owner  of  Europe-Visions  A/S.  Aldo  Petersen  was a  member  of the  board of
directors of Parken  Sports &  Entertainment  A/S until the end of December 2002
and currently holds 40,000 shares representing  ownership of approximately 2% of
the issued share capital of Parken Sports & Entertainment.

        On November 29, 2001, the Company  entered into an agreement with Parken
Sports & Entertainment A/S for pitch-side  advertising and corporate hospitality
at football  matches  involving FC  Copenhagen,  a football team owned by Parken
Sports & Entertainment. The agreement is expires December 31, 2007.

                                                             DECEMBER 31,
                                                             ------------
                                                          2002          2003

Parken Sports & Entertainment A/S (Purchases)                  908        1,074
                                                       ============  ===========

Parken Sports & Entertainment A/S (Sponsorship)              3,280            0
                                                       ============  ===========

        As of  December  31, 2001 Aldo  Petersen  owed  EuroTrust  A/S DKK 3,084
representing the balance on his loan account with the company. This loan account
was fully repaid during 2002.

VERISIGN, INC

        VeriSign,  Inc.  (`VeriSign") is a minority shareholder in EuroTrust A/S
owning  approximately 18% as of December 31, 2003. The transactions entered into
during  the year and the  accounts  payable  at the year end  shown  below are a
result of commercial trade with VeriSign. Current accounts with VeriSign are not
carrying any interest.

                                                            DECEMBER 31,
                                                            ------------
                                                          2002         2003
                                                          ----         ----

                                                           24,988        4,204
VeriSign, Inc. (Annual fees and royalties)
                                                       ===========  ===========

VeriSign, Inc. (Accounts payable)                          12,833          477
                                                       ===========  ===========

        During 2001 the Company  sold its domain name  registration  business to
VeriSign for a gross cash  consideration  of DKK 210,687.  During 2000 and 2001,
the Company originally had purchased rights from VeriSign for DKK 75,305,  which
allows the Company to sell VeriSign  products in a number of European  countries
(including Denmark,  Sweden, Norway, Finland,  Austria,  Switzerland and Italy).
During 2002 the balance on the amount  capitalized  for the rights  acquired was
written off due to the poor financial performance of the business.

                                       47
<PAGE>


        On April 1, 2004,  the Company sold the Secure Socket Layer  certificate
assets of EuroTrust PKI to VeriSign. EuroTrust PKI, a wholly-owned subsidiary of
the  Company,  is the  operation  through  which the  Company  sells  Public Key
Infrastructure (PKI) Services, including VeriSign's SSL certificates and related
services in Austria, Switzerland, Finland, Norway, Sweden and Denmark. Under the
terms of the agreement,  VeriSign will pay the Company $8.5 million U.S. in cash
and assume the ongoing obligations of EuroTrust PKI SSL contracts.

        Simultaneously with the closing of the transaction to sell the assets of
EuroTrust  PKI to VeriSign,  the Company  repurchased  2,748,720 of its ordinary
shares  (equivalent  to 458,120  American  Depository  Receipts or "ADRs")  from
VeriSign for  $1,136,138  U.S. The  repurchase  was  authorized by the Company's
shareholders.

NEMETH & SIGETTY A/S

        Mr.  Karoly  Laszlo  Nemeth is the Chairman of the board of directors of
EuroTrust  A/S and is also the joint  owner of Nemeth &  Sigetty  A/S.  Nemeth &
Sigetty A/S provided  legal services to the Company during the three years ended
December 31, 2003. For the years ended December 31, 2001, 2002 and 2003 Nemeth &
Sigetty A/S has been paid DKK 1,083,  DKK 1,115 and DKK 418,  respectively.  The
total  outstanding  payables due to Nemeth & Sigetty A/S as at December 31, 2002
and December 31, 2003 were DKK 625 and DKK 0, respectively.

C.      INTERESTS OF EXPERTS AND COUNSEL.


        Not applicable because this is an Annual Report filed under the Exchange
Act of 1934.


ITEM 8.      FINANCIAL INFORMATION

A.      CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

        See Item 18.  "Financial  Statements" and pages F-1 through F-44 of this
report.

LEGAL PROCEEDINGS

        We recorded a provision of DKK  1,000,000  for  expenses  relating to an
arbitration court settlement  regarding the construction of our building located
in Soeborg, Denmark.

        Other than as described above, neither we nor our property is a party in
any other pending material legal proceeding.

DIVIDEND PAYMENT POLICY

        We have not paid out any dividend to our  shareholders in the last three
financial years. Payment of any future dividends will depend on our earnings and
capital requirements, and other factors our board of directors deem appropriate.

B.      SIGNIFICANT CHANGES

None.

                                       48
<PAGE>


ITEM 9.      THE OFFER AND LISTING

A.      TITLE

        Our   ordinary   shares  are  not  traded  on  any  stock   exchange  or
over-the-counter  market.  However,  our ADS are traded on the  Nasdaq  SmallCap
Market under the symbol "EURO".

        On August 29, 2002, we implemented a one for six reverse ratio change in
the number of  ordinary  shares  represented  by each ADS such that each new ADS
issued  subsequent to the ratio change will represent six ordinary shares (prior
the ratio change, each ADS represented one ordinary share).  Holders of our ADSs
prior to the ratio change,  each of which  represents  one ordinary  share ("Old
ADSs"),  exchanged  their Old ADSs for new ADSs,  each of which  represents  six
ordinary shares ("New ADSs").

        On  December,  31,  2003,  there  were  4,389,538.  New ADSs  issued and
outstanding representing 26,337,228 ordinary shares.

        The following table sets forth, for the periods indicated,  the range of
high and low market prices per ADS as quoted on the Nasdaq SmallCap Market.  The
prices  shown below (in US Dollars)  are adjusted to reflect the 1 for 6 reverse
ratio  change in our ADSs,  described  above,  and  represent  quotations  among
securities dealers, do not include retail markups,  markdowns or commissions and
may not represent actual transactions.

                                                         HIGH        LOW
                                                         ----        ---

        YEAR ENDED DECEMBER 31, 1999:                 $168.0000    $12.3750

        YEAR ENDED DECEMBER 31, 2000:                 $202.5000     $8.2500

        YEAR ENDED DECEMBER 31, 2001:                  $28.5000     $5.7000

        YEAR ENDED DECEMBER 31, 2002:
            First Quarter                               $8.5200     $6.1200
            Second Quarter                              $6.6000     $3.9000
            Third Quarter                               $5.9500     $2.5000
            Fourth Quarter                              $5.3000     $2.1500

        YEAR ENDED DECEMBER 31, 2003:
            First Quarter                               $2.6200     $1.0000
            Second Quarter                              $4.0500     $0.7500
            Third Quarter                               $5.0200     $1.7500
            Fourth Quarter                              $2.7500     $2.1100


                                       49
<PAGE>


                                                         HIGH        LOW
                                                         ----        ---
        MONTH ENDED:
            May 2004
             (as of May 11, 2004)                       $3.9200     $3.5390
            April 2004                                  $5.5000     $3.5000
            March 2004                                  $3.9000     $2.5500
            February 2004                               $2.5000     $2.2110
            January 2004                                $2.6900     $2.2600
            December 2003                               $2.6500     $2.1100

B.      PLAN OF DISTRIBUTION

        Not required because this Form 20-F is filed as an Annual Report.

C.      MARKETS

        Our   ordinary   shares  are  not  traded  on  any  stock   exchange  or
over-the-counter  market.  However,  our ADSs are traded on the Nasdaq  SmallCap
Market under the symbol "EURO".

D.      SELLING SHAREHOLDERS

        Not required because this Form 20-F is filed as an Annual Report.

E.      DILUTION

        Not required because this Form 20-F is filed as an Annual Report.

F.      EXPENSES OF THE ISSUE

        Not required because this Form 20-F is filed as an Annual Report.


ITEM 10.     ADDITIONAL INFORMATION

A.      SHARE CAPITAL

        Not required because this Form 20-F is filed as an Annual Report.

B.      MEMORANDUM AND ARTICLES OF ASSOCIATION

        See Exhibit 1.1.

C.      MATERIAL CONTRACTS

        On  November  17,  2000,  we  entered  into an  international  affiliate
agreement ("Affiliate Agreement") with VeriSign,  Inc. ("VeriSign"),  a Delaware
corporation and a provider of Internet Trust services and products.

                                       50
<PAGE>


        In general, under the Affiliate Agreement:

            o   We became an affiliate of VeriSign,  as a member of the VeriSign
                Global Affiliate  Network,  for the distribution and delivery of
                VeriSign's  Internet Trust services and products within Denmark,
                Norway,  Sweden,  Finland,  Austria,  Switzerland and Italy (the
                "Territory");

            o   VeriSign granted to us the nonexclusive,  nontransferable  right
                and license to use the  VeriSign  Software  for the  purposes of
                approving,  issuing, suspending or revoking digital certificates
                within the Territory;

            o   We agreed not to compete with  VeriSign  during its term and any
                renewal  periods.  The agreement has a five year term and at our
                option  automatically  renewable  for  additional  five one year
                periods based on our meeting of certain market  performance  and
                minimum royalty requirements;

            o   We are required to meet certain market performance criteria; and

            o   Among  other  rights,  we have a right to market and promote our
                affiliation   with   VeriSign   as   an   authorized    VeriSign
                International    Affiliate   for   VeriSign   certificates   and
                certificate services.

        In  addition,  as a member of the  VeriSign  Global  Affiliate  Network,
VeriSign  provides us with a combination  of  technology,  support and marketing
services to facilitate the initial  deployment and on-going  delivery of various
digital  certificate  services.  VeriSign also provides us with the  appropriate
business  readiness  services to facilitate  the efficient and timely rollout of
their  digital  certificate  offerings.  These  readiness  services  may include
Service  Center or Processing  Center  installation  and  integration  services,
facility  and  network  design   consulting,   technical  and  customer  support
documentation  and training,  sales and marketing  support,  operating  practice
templates and local market customization.

        We are also a member  of the  VeriSign  Trust  Network  (VTN),  a global
network of digital  certificate  service  providers  that  operate  with  common
technology,   infrastructure   and  practices  to  enable  digital   certificate
interoperability on a worldwide basis.

        In June  2002,  the  Affiliate  Agreement  was  amended  to  incorporate
additional  terms and  conditions  relating to certain  procedures and practices
that  EuroTrust  must  observe,  as a member of the VTN, in  developing  our own
internal procedures and practices that are in compliance with VTN guidelines.

        In February  2003 the  Affiliate  Agreement  with  VeriSign was amended,
which, among other things,  extended the term of the agreement for an additional
4 years through  December 31, 2010 and reduced the minimum royalty  payments and
annual  fee  due to  VeriSign  for  the  year  ending  December  31,  2003  from
approximately  DKK 49.7 million ($7.0 million) to approximately DKK 16.3 million
($2.3 million).  It has not been agreed what the minimum annual royalty payments
are to be after December 31, 2003. The amendment  states that the minimum annual
royalty  payments for the calendar  years  following 2003 shall be agreed by the
Company and VeriSign no less than 60 days prior to the end of the calendar  year
2003.  In March 2004 it was agreed  with  VeriSign  that a minimum for the first
quarter of 2004 of $327.531,25. It has been agreed with VeriSign that the annual
fees will be reduced for 2004 and beyond.  As a result of the  amendment  to the
affiliate  agreement  with  VeriSign,  the accrued  royalties and annual fees of
approximately  DKK 12.8 million payable to VeriSign as of December 31, 2002 were
reduced to

                                       51
<PAGE>


approximately  DKK 2.8  million  in the first  quarter  of 2003  resulting  in a
corresponding decrease in cost of sales in the first quarter of 2003.

        On April 1, 2004 we sold our PKI services  business to VeriSign and as a
consequence the Affiliate Agreement was terminated.

D.      EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

        There are no governmental laws, decrees or regulations of the Kingdom of
Denmark  that  restrict  the  export or import of  capital  (including,  without
limitation,  foreign  exchange  controls),  or that  affect  the  remittance  of
dividends, interest or other payments to nonresident holders of ordinary shares.
There are no  limitations  imposed by the laws of the  Kingdom of Denmark or our
Articles of Association  on the right of nonresident or foreign  holders to hold
or vote ordinary shares.

E.      TAXATION

        The  following  summary  contains a description  of the material  United
States federal income tax and Danish tax consequences of the purchase, ownership
and disposition of ordinary shares or ADSs by a beneficial  owner that (i) is an
individual  citizen or resident in the United States (for United States  federal
income tax purposes),  a corporation or partnership  organized under the laws of
the United States or any state thereof, or estates or trusts the income of which
is subject to United States federal income tax regardless of its source, (ii) is
not also a resident or  corporation  of Denmark and is not domiciled in Denmark,
(iii) does not hold  ordinary  shares or ADSs in  connection  with any permanent
establishment  or fixed base in  Denmark,  (iv) does not own,  and has not owned
(directly,  indirectly or by  attribution) at any time, 10% or more of our total
combined  voting  power or  equity,  and (v)  holds  ordinary  shares or ADSs as
capital assets. The term "United States holder," as used in this summary,  means
a beneficial owner of ordinary shares or ADSs meeting these requirements.

        The following  summary of certain  United States  federal and Danish tax
matters  is based on tax laws of the United  States and  Denmark as in effect on
the date of this  report and the  current  Income Tax Treaty  between the United
States and the Kingdom of Denmark (the "Treaty"), which is a generally effective
as  of  January  1,  2001.  We  cannot  assure  you  that  future   legislation,
regulations, administrative rulings or court decisions will not adversely affect
the accuracy of the statements contained in this report. Also, changes in United
States and Danish law and the Treaty  made after the date of this  report  could
have retroactive effect.

        The  following  summary does not consider or discuss the tax laws of any
country other than the United States or Denmark.  This summary does not describe
United States federal  estate and gift tax  considerations,  or state,  local or
provincial tax  considerations.  Furthermore,  it does not address United States
federal  income tax or Danish  tax  considerations  that apply to United  States
holders  of our  ordinary  shares  or  ADSs  who  are  also  subject  to  taxing
jurisdictions  other than or in addition to the United States.  Finally, it does
not address all possible categories of United States holders, some of whom (such
as financial  institutions,  trusts,  estates,  insurance companies,  dealers in
securities,  certain  retirement  plans  and tax  exempt  organizations)  may be
subject to special rules.

        THE  FOLLOWING  DISCUSSION  DOES NOT  PURPORT  TO BE  EXHAUSTIVE  OF ALL
POSSIBLE TAX  CONSIDERATIONS.  UNITED STATES HOLDERS OF ORDINARY  SHARES OR ADSs
SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE UNITED  STATES,  DANISH


                                       52
<PAGE>


OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ORDINARY
SHARES OR ADSs.

        UNITED STATES TAX CONSEQUENCES OF OWNERSHIP OF ORDINARY SHARES OR ADSS

        DIVIDENDS.  For United States  federal  income tax  purposes,  the gross
amount of all  dividends  (that is,  the  amount  before  reduction  for  Danish
withholding  tax) paid to a United States holder with respect to ordinary shares
or ADSs out of our current or accumulated  earnings and profits  ("E&P") will be
taxable for United States federal income  taxation as a foreign source  dividend
income.  As such,  these  dividends are not eligible for the dividends  received
deduction  otherwise  available to United States corporations in connection with
dividends  received  from  United  States  corporations.  To the  extent  that a
distribution exceeds E&P, it will be treated first as a return of capital to the
extent of the Untied States holder's basis, and then, as gain from the sale of a
capital asset.

        For  United  States  federal  income  tax  purposes,  the  amount of any
dividend  paid in Danish  kroner will be the United  States  dollar value of the
kroner at the exchange rate in effect on the date of receipt, whether or not the
kroner is converted into United States dollars at that time.

        The withholding tax imposed by Denmark generally is a creditable foreign
tax for United States federal income tax purposes.  As a result, a United States
holder  generally will be entitled to include the amount withheld as foreign tax
paid in computing a foreign tax credit (or in computing a deduction  for foreign
income taxes paid, if the United States holder does not elect to use the foreign
tax credit  provisions  of the Internal  Revenue  Code of 1986,  as amended (the
"Code")).  The Code,  however,  imposes a number  of  limitations  on the use of
foreign tax credits,  based on the particular  facts and  circumstances  of each
taxpayer.  United States holders who hold ordinary shares or ADSs should consult
their tax advisors regarding the availability of the foreign tax credit.

        Backup  withholding,  imposed at the rate of 31%,  may apply to a United
States  holder in  connection  with the sale or exchange  of ordinary  shares or
ADSs. Generally, backup withholding does not apply to a United States holder (i)
that is a corporation  or comes within  certain other exempt  categories or (ii)
provides a taxpayer identification number,  certifies as to no loss of exemption
from backup withholding and otherwise  complies with applicable  requirements of
the backup withholding rules.

        SALE OR OTHER  DISPOSITION  OF  ORDINARY  SHARES  OR ADSS.  Gain or loss
recognized  by a  United  States  holder  on the sale or  other  disposition  of
ordinary  shares or ADSs will be taxable for United  States  federal  income tax
purposes as capital  gain or loss in an amount equal to the  difference  between
such United States  holder's basis in the ordinary shares or ADSs and the amount
realized on the  disposition.  The capital gain or loss will be long term if the
securities were held for more than 12 months and will be short term if they were
held for less than 12 months.  Capital  losses  are  generally  deductible  only
against capital gains and not against ordinary income.

        Capital gain  recognized  by a United States holder on the sale or other
disposition of ordinary shares or ADSs will be United States source gain. Losses
from the sale of ordinary  shares or ADSs would generally be sourced in the same
manner as gains from the sale of such ordinary shares or ADSs. However, treasury
regulations  include a dividend  recapture  rule and other  exceptions  that may
apply. United States holders of ordinary shares or ADSs should consult their tax
advisors regarding the proper treatment of such losses.

                                       53
<PAGE>


        DANISH TAX CONSEQUENCES OF OWNERSHIP OF ORDINARY SHARES OR ADSS.

        DIVIDENDS.  For Danish  income  tax  purposes,  the gross  amount of all
distributions made by us to our shareholders is taxed as a dividend.  However, a
distribution of liquidation  proceeds made by us to our shareholders  during the
calendar  year in which we are  finally  liquidated  and  dissolved  is taxed as
capital gain. In addition, the gross amount paid by us to redeem ordinary shares
or ADSs are generally taxed as a dividend.  However,  a shareholder may apply to
Danish tax authorities for a ruling allowing for capital gains treatment. If the
ruling is obtained  before the  distribution  is decided the ruling  includes an
exemption  from the  dividend  tax. If the  exemption  request is  granted,  the
consideration will be taxed as capital gain.

        The  granting  of  bonus  shares  to  shareholders,  and  the  right  of
shareholders  to subscribe  for ordinary  shares or ADSs at a price that is less
than  the  current  trading  value of such  ordinary  shares  or  ADSs,  are not
considered taxable distributions to shareholders.

        In general,  a Danish withholding tax of 28% is levied on all dividends.
However, corporate shareholders holding at least 20 % of the share capital for a
consecutive  period for at least one year may be exempt from Danish  withholding
tax on  dividends.  The  dividend in question  must be covered by the double tax
treaty  between  Denmark and United  States.  Further,  a United  States  holder
(individual or a company) may apply to the Danish tax  authorities for a partial
refund of the  dividends tax that has been  withheld  under the Treaty.  If this
refund  request is granted,  the Danish  withholding  tax on such  dividends  is
effectively reduced to 15%. The rate is reduced to 5% for corporate shareholders
holding at least 10% of the share capital.  We do not presently  contemplate the
payment of any  dividends on our  ordinary  shares or ADSs.  However,  should we
decide to make payment of dividend,  we will apply to the Danish tax authorities
for a blanket exemption  allowing us to withhold only 15% of all gross dividends
paid to a United States holder.  While we believe that such an exemption will be
granted,  there can be no assurance that this will occur.  Shareholders eligible
for further reduction must apply individually for such reduction.

        SALE OR OTHER  DISPOSITION  OF ORDINARY  SHARES OR ADSS.  Capital  gains
realized by United States holders upon the sale or other disposition of ordinary
shares or ADSs may be exempt from Danish tax.

        DANISH SHARE TRANSFER DUTY.

        No Danish  share  transfer  duty is levied on the  disposal  of ordinary
shares or ADSs.

        DANISH ESTATE AND GIFT TAXES.

        Generally,  if a United States  holder  acquires or disposes of ordinary
shares or ADSs by  inheritance,  legacy or gift, such holder will not be subject
to Danish gift or  inheritance  taxes.  If a United  States holder should make a
gift of ordinary  shares or ADSs to any person  resident in Denmark the gift can
only be subject to Danish gift tax when forming part of the business property of
a permanent  establishment in Denmark.  Other transfers of shares or ADS's shall
be taxable only in the state in which the  transferor  was domiciled at the time
of his death or when  making the gift  according  to the  United  States-Denmark
Double  Taxation  Convention  with respect to taxes on estates,  inheritance and
gifts.


F.      DIVIDENDS AND PAYING AGENTS

        Not required because this Form 20-F is filed as an Annual Report.

                                       54
<PAGE>


G.      STATEMENTS BY EXPERTS

        Not required because this Form 20-F is filed as an Annual Report.

H.      DOCUMENTS ON DISPLAY

        We  are  subject  to the  information  requirements  of  the  Securities
Exchange Act of 1934, as amended and, to the extent  required,  we file periodic
reports and other information with the Securities and Exchange Commission. These
reports and information are available and may be copied at the public  reference
facilities  listed  below.  We intend to give our  shareholders  annual  reports
containing   audited  financial   statements  and  a  report  thereon  from  our
independent  auditors and quarterly reports for the first three quarters of each
fiscal year containing unaudited interim financial information.

        Statements made in this annual report about the contents of contracts or
other  documents  are not  necessarily  complete and we refer you to the copy of
such contracts or other documents filed as exhibits to this annual report.

        You can obtain a copy of the exhibits hereto and other information about
us at the public reference  facilities of the Securities and Exchange Commission
located at:

                           Public Reference Room 1024
                                 Judiciary Plaza
                             450 Fifth Street, N.W.
                             Washington, D.C. 20549

        You may obtain  information  about the operation of the public reference
facility by calling the Securities and Exchange Commission at (800) 732-0330.

        We will also provide our  shareholders  with proxy  statements  prepared
according  to Danish law. As a Danish  company,  we are exempt from the Exchange
Act  rules  about  the  provision  and  content  of proxy  statements  and about
short-swing profit reporting and liability.

I.      SUBSIDIARY INFORMATION

        Not applicable.


ITEM 11.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        At December  31,  2003,  we did not believe  that market risk  financial
instruments  would have a material affect on future operations or cash flows nor
did  we  view  currency  exchange  risk  or  interest  rate  risk  as  material.
Operational  currency  exchange  risk would  arise if we priced  products in one
currency  while  material  costs and expenses  were  denominated  in a different
currency.  We do not believe  that the  operational  currency  exchange  risk is
material.  However,  from time to time we enter into a contract denominated in a
currency other than the currency of operating  expenses and, in such cases,  may
enter into  currency  forward  arrangements  with  respect to and for the period
covering such contract.  Throughout the year 2003 and  specifically  at December
31, 2003, we had no material foreign exchange contracts outstanding.

                                       55
<PAGE>


ITEM 12.          DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

        Not required because this Form 20-F is filed as an Annual Report.


                                     PART II

ITEM 13.          DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

        None.


ITEM 14.          MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
                  USE OF PROCEEDS

        None.

ITEM 15. CONTROLS AND PROCEDURES

        a)      EVALUATION OF DISCLOSURE  CONTROLS AND  PROCEDURES.  EuroTrust's
management,  with the participation of the chief executive officer and the chief
financial officer, carried out an evaluation of the effectiveness of EuroTrust's
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange  Act") Rules  13a-15(e) and  15-d-15(e)) as of the end of
the fiscal year covered by this Annual  Report (the  "Evaluation  Date").  Based
upon  that  evaluation,  the chief  executive  officer  and the chief  financial
officer  concluded  that,  as of the  Evaluation  Date,  EuroTrust's  disclosure
controls and procedures are effective,  providing them with material information
relating to EuroTrust as required to be disclosed in the reports EuroTrust files
or submits under the Exchange Act on a timely basis.


        b)      MANAGEMENT'S  ANNUAL REPORT ON INTERNAL  CONTROL OVER  FINANCIAL
REPORTING. Not applicable for fiscal years ending before April 15, 2005.

        c)      ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM. Not
applicable for fiscal years ending before April 15, 2005.

        d)      CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There were
no changes in EuroTrust's internal controls over financial  reporting,  known to
the chief executive officer or the chief financial officer, that occurred during
the period covered by this report that has materially affected, or is reasonably
likely  to  materially  affect,  EuroTrust's  internal  control  over  financial
reporting. However, in connection with their audit of our consolidated financial
statements  for 2002  included  in our  Annual  Report on Form 20-F for the year
ended  December 31, 2002,  KPMG expressed to us that they believe that a lack of
U.S. GAAP technical  accounting and financial reporting  expertise  represents a
material  weakness in the  operation  of our  internal  control  over  financial
reporting and that this was  demonstrated  by,  amongst  other things  EuroTrust
making a number of adjustments and/or  reclassifications from numbers previously
reported.  They recommended that EuroTrust obtain additional  personnel who have
significant  expertise in external  financial  reporting and disclosure  matters
applicable  to U.S. SEC  Registrants.  We believe that this concern was properly
addressed in 2003 and our current  independent  auditors  have not expressed any
such concerns.

ITEM 16.          RESERVED

                                       56
<PAGE>


ITEM 16 A.        AUDIT COMMITTEE FINANCIAL EXPERT

        The Board has determined  that, Mr. John Stuart,  is an "audit committee
financial expert," as that term is defined in Item 401(h) of Regulation S-K, and
"independent"  for  purposes  of current  and  recently-adopted  Nasdaq  listing
standards and Section 10A(m)(3) of the Securities Exchange Act of 1934.

ITEM 16 B.        CODE OF ETHICS

        We  have  adopted  a code  of  conduct  that  applies  to our  principal
executive  officer,  principal  financial  officer and other persons  performing
similar  functions,  as well as all of our other  employees and directors.  This
code of conduct is posted on our  website  at  WWW.EUROTRUST.DK  and is filed as
Exhibit 11.1 to this report.



ITEM 16 C.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

        AUDIT FEES

        For the fiscal years ended 2002 and 2003, our principal accounting firm,
Gregory & Eldredge,  LLC,  billed  aggregate fees of  approximately  $50,000 and
100,000, respectively for the audit of our 2002 and 2003 financial statements.

        AUDIT-RELATED FEES

        None.

        TAX FEES

        None.

        ALL OTHER FEES

        None.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

        The Audit  Committee  charter  provides  that the Audit  Committee  will
pre-approve  audit  services  and  non-audit  services  to be  provided  by  our
independent  auditors  before the accountant is engaged to render these services
other  than  the  minimums   non-audit   services  for  which  the  pre-approval
requirements are waived in accordance with the rules and regulations of the SEC.
The Audit Committee may consult with management in the decision-making  process,
but may not delegate  this  authority to  management.  The Audit  Committee  may
delegate its authority to pre-approve services to one or more committee members,
provided that the designees  present the  pre-approvals to the full committee at
the next committee meeting.

                                       57
<PAGE>


ITEM 16 D.        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not Applicable.

ITEM 16 E.        PURCHASES OF EQUITY SECURITIES  BY THE ISSUER  AND  AFFILIATED
                  PURCHASERS.

None during the fiscal year ended December 31, 2003.

                                    PART III

ITEM 17.          FINANCIAL STATEMENTS

        Not applicable. See Item 18, below.


ITEM 18. FINANCIAL STATEMENTS

        See  the  Company's   Consolidated   Financial  Statements,   which  are
incorporated herein by reference and set forth on pages F-1 through F-44.


                                       58
<PAGE>

ITEM 19.            EXHIBITS

    1.1     Amended Articles of Association of the Registrant, as of December 6,
            2001 (1)

    1.2     Rules of Procedures of the Registrant, as amended (2)

    4.2     VeriSign International Affiliate Agreement between the Registrant
            and VeriSign, Inc., dated November 17, 2000 (1)(4)

    4.2(a)  Amendment No. 2 to the VeriSign International Affiliate Agreement
            between the Registrant and VeriSign, Inc., dated June 17, 2002(5)

    4.2(b)  Amendment No.3 to the VeriSign International Affiliate Agreement
            between the Registrant and VeriSign, Inc., dated February,
            2003(4)(5)

    4.3     Employment Agreement between the Registrant and Aldo Petersen,
            effective July, 2001(5)

    4.4     Employment Agreement between the Registrant and Soren Degn,
            effective in September 2003*

    8.1     List of the Subsidiaries of the Registrant *

    11.1    Code of Ethics*

    12.1    Chief Executive Officer Certification pursuant to Rule 13a-14(a) or
            Rule 15d-14(a).*

    12.2    Chief Financial Officer Certification pursuant to Rule 13a-14(a) or
            Rule 15d-14(a).*

    13.1    Chief Executive Officer Certification pursuant to Rule 13a-14(b) or
            Rule 15d-14(b) and 18 U.S.C. Section 1350.*

    13.2    Chief Financial Officer Certification pursuant to Rule 13a-14(b) or
            Rule 15d-14(b) and 18 U.S.C. Section 1350.*

-----------
* Included herewith.

(1)     Incorporated by reference to the Company's Annual Report on Form 20-F,
        filed on June 27, 2002.

(2)     Incorporated by reference to the original filing of the Registration
        Statement on Form F-1 (File No. 333-7092), filed on June 20, 1997.

(3)     Incorporated by reference to the Company's Annual Report on Form 20-F,
        filed on June 30, 1998.

(4)     Portions of this Exhibit, will be filed separately with the Commission
        in reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended, and the Registrant's request for confidential treatment.

(5)     Incorporated by reference to the Company's Annual Report on Form 20-F,
        filed on September 23, 2003.


                                       59
<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934,  as  amended,  the  Registrant  certifies  that it meets all of the
requirements  for filing on Form 20-F and has duly caused this annual  report to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of S0borg, Denmark.

                                               EUROTRUST A/S



Dated:  May 12, 2004                          By: /s/ ALDO M.N. PETERSEN
                                                  ------------------------------
                                                   Aldo M.N. Petersen
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)



Dated:  May 12, 2004

                                               By: /s/ SOREN DEGN
                                                  ------------------------------
                                                   Soren Degn
                                                   Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)


                                       60
<PAGE>


                         EUROTRUST A/S AND SUBSIDIARIES
                        Formerly known as Euro909.com A/S

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                          <C>
Independent Auditor's Reports..............................................................  F-2
Consolidated Balance Sheets as of December 31, 2002 and 2003 ..............................  F-4
Consolidated Statements of Operations for the Years Ended December 31, 2001, 2002
   and 2003 ...............................................................................  F-6
Consolidated Statements of Shareholders' Equity for the Years Ended December 31,
   2001, 2002 and 2003 ....................................................................  F-7
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended
   December 31, 2001, 2002 and 2003........................................................  F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2002
   and 2003 ...............................................................................  F-9
Notes to Consolidated Financial Statements ................................................  F-10
</TABLE>






                                      F-1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Shareholders
EuroTrust A/S AND SUBSIDIARIES

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
EuroTrust A/S and  Subsidiaries as of December 31, 2003 and 2002 and the related
consolidated  statements  of  operations,  comprehensive  income,  shareholders'
equity  and cash  flows for the years  ended  December  31,  2003 and 2002.  The
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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial  statement.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  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  consolidated  financial  position  of
EuroTrust  A/S  and   Subsidiaries  at  December  31,  2003  and  2002  and  the
consolidated  results  of its  operations  and its cash flows for the year ended
December 31, 2003 and 2002, in conformity with accounting  principles  generally
accepted in the United States.



/s/ GREGORY & ELDREDGE, LLC

March 13, 2004
Salt Lake City, Utah


                                      F-2
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Shareholders
EuroTrust A/S

         We have audited the accompanying consolidated statements of operations,
comprehensive  income,  shareholders'  equity  and cash flows of  EuroTrust  A/S
(formerly  known as  euro909.com  A/S) for the year ended December 31, 2001. The
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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  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 consolidated results of its operations and
its cash  flows  for the year  ended  December  31,  2001,  in  conformity  with
accounting principles generally accepted in the United States.



                                            /s/ ERNST & YOUNG



Copenhagen, Denmark
May 28, 2002


                                      F-3
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
  (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA AND WHERE OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                       ------------
                                                                             2002             2003            2003
                                                                     ---------------  ---------------  ---------------
                                                                              DKK             DKK              USD
<S>                                                                           <C>               <C>            <C>
ASSETS
Current assets:
     Cash and cash equivalents                                                37,672            9,363          $1,572
     Restricted cash                                                           1,986                0               0
     Accounts receivable trade, net of allowance for doubtful
     accounts of DKK 4,629 in 2002 and DKK  2,239 in 2003                     21,210           25,150           4,221
     Broadcasting rights, current                                              3,805              952             160
     Inventories                                                               1,403              128              21
     Deferred tax assets, current                                                706            2,036             342
     VAT receivables                                                           1,599              184              31
     Prepaid expenses and deposits                                            15,019           12,568           2,110
     Other receivables                                                         7,175            3,994             670
                                                                     ---------------  ---------------  ---------------
Total current assets                                                          90,575           54,375           9,127

     Marketable securities - available for sale                                  570              304              51
     Broadcasting rights, long term                                              951                0               0
     Rent and other deposits                                                   1,783            1,379             231
     Other receivables                                                            64               64              11
     Long term investments at cost                                             2,792            2,494             418
     Investment in affiliated companies - equity method                            0            1,500             252
     Property, plant and equipment, net                                       48,973           55,341           9,289
     Goodwill                                                                 20,964           23,941           4,019
     Deferred tax asset, long-term                                                 0              347              58
     License rights, net                                                       1,400            1,100             185
     Other intangibles assets, net                                               145                0               0
                                                                     ---------------  ---------------  ---------------

Total assets                                                                 168,217          140,845         $23,641
                                                                     ===============  ===============  ===============
</TABLE>

                DKK amounts have been  converted into US$ at an exchange rate of
                $1=DKK 5.9576.  The  accompanying  notes are an integral part of
                these consolidated financial statements.


                                      F-4
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
  (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA AND WHERE OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                                        ------------
                                                                             2002             2003            2003
                                                                    -----------------  ---------------  -------------
                                                                              DKK              DKK            USD
<S>                                                                            <C>              <C>           <C>
LIABILITIES AND SHAREHOLDERS` EQUITY
Current liabilities:
     Short term borrowings                                                        809                0             0
     Accounts payable                                                          21,038           26,914        $4,518
     Accounts payable, related parties                                         12,833              477            80
     Accrued expenses                                                          28,310           26,282         4,412
     Deferred revenue, current                                                 20,274           35,139         5,898
     Lease obligations, current                                                 4,328            1,176           197
     Income tax payable                                                         1,263               61            10
     Liabilities of discontinued operations                                     6,000                0             0
                                                                    -----------------  ---------------  -------------
Total current liabilities                                                      94,855           90,049        15,115

Long term liabilities:
     Deferred revenue, net of current portion                                  15,423            1,576           264
     Lease obligations, net of current portion                                  3,444                0             0
     Other liabilities, long term                                               2,287                0             0
                                                                    -----------------  ---------------  -------------
Total long term liabilities                                                    21,154            1,576           264

Minority interest in subsidiaries                                               7,966            2,860           480

Shareholders' equity:
     Common shares - par value DKK 1.25,  34,502,000 and 49,050,000
        authorized, 27,205,000 and 31,753,474 issued at
        December 31, 2002 and 2003                                             34,006           39,693         6,662
     Additional paid-in capital                                               532,280          526,040        88,298
     Accumulated deficit                                                    (509,510)        (515,840)      (86,585)
     Accumulative other comprehensive income (loss)                             (556)              512            86
     Less, treasury stock, 1,263,100 and 426,562 common shares
        at December 31, 2002 and 2003 respectively, at cost                  (11,978)          (4,045)         (679)
                                                                    -----------------  ---------------  -------------
Total shareholders' equity                                                     44,242           46,360         7,782
                                                                    -----------------  ---------------  -------------

Total liabilities and shareholders' equity                                    168,217          140,845       $23,641
                                                                    =================  ===============  =============
</TABLE>

                DKK amounts have been  converted into US$ at an exchange rate of
                $1=DKK 5.9576.  The  accompanying  notes are an integral part of
                these consolidated financial statements.


                                      F-5
<PAGE>

                                  EUROTRUST A/S
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       (IN THOUSANDS, EXCEPT PER SHARE DATA AND WHERE OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                                              YEARS ENDED DECEMBER 31,
                                                                  2001             2002            2003          2003
                                                            ---------------   --------------   ------------   ------------
                                                                   DKK              DKK             DKK           USD

<S>                                                                 <C>              <C>            <C>           <C>
Net revenue                                                         151,914          135,789        166,411       $27,933
                                                            --------------------------------------------------------------

Operating expenses:
    Cost of revenue                                                  90,236           96,018         82,215        13,800
    Cost of revenue - related parties                                 7,376           24,988          4,204           706
    Selling and marketing                                            66,670           48,541         44,707         7,504
    Selling and marketing - related parties                           1,436              908          1,074           180
    General and administrative                                       55,569           43,768         40,195         6,747
    General and administrative - related parties                      1,083            1,115            418            70
    Depreciation                                                     18,375           17,006          8,317         1,396
    Amortization and write down                                      53,439           83,768              0             0
    Goodwill impairment                                              53,738           65,343              0             0
                                                            --------------------------------   ------------   ------------
    Total operating expenses                                        347,922          381,455        181,130        30,403
                                                            --------------------------------   ------------   ------------

Operating income (loss)                                           (196,008)        (245,666)       (14,719)       (2,470)

Other income (expenses)
    Interest income                                                   2,266            1,859            229            38
    Interest expense                                                  (286)          (1,076)        (1,714)         (288)
    Foreign exchange gain (loss), net                               (2,929)          (5,291)        (1,906)         (320)
    Gains from sales / dissolution of businesses, net               213,187                0          7,449         1,250
    Write-down of long term investments                                   0         (19,126)          (196)          (33)
    Other income (expenses), net                                          0          (8,618)            693           116
                                                            --------------------------------   ------------   ------------

Income (Loss) before income taxes and minority interest              16,230        (277,918)       (10,164)       (1,707)

    Income tax expense                                                 (24)          (2,499)          1,491           250
    Minority interest in net income (loss) of subsidiaries            1,959            3,069          (257)          (43)
                                                            --------------------------------   ------------   ------------

Income (loss) from continuing operations                             18,165        (277,348)        (8,930)       (1,500)

Gain (loss) from discontinued print/on line media division,
net of tax, 0 in 2001, 2002 and 2003                               (10,115)          (6,000)          2,600           436

Loss on disposal of print/on line media division
net of tax of 0 in 2001, 2002 and 2003                                (345)                0              0             0
                                                            ---------------   --------------   ------------   ------------

NET INCOME (LOSS)                                                     7,705        (283,348)        (6,330)      $(1,064)

BASIC INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE

Income (loss) from continuing operations                               0.75          (10.60)         (0.32)       $(0.05)

Income (loss) from discontinued operations                           (0.43)           (0.23)           0.09          0.01
                                                            --------------------------------------------------------------

Net income (loss)                                                      0.32          (10.83)         (0.23)       $(0.04)
                                                            ================   =============   ============   ============

Weighted average common shares outstanding                           24,185           26,162         28,025        28,025
                                                            ===============================================   ============

DILUTED INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARES

Income (loss) from continuing operations                               0.73          (10.60)         (0.32)       $(0.05)

Income (loss) from discontinued operations                           (0.42)           (0.23)           0.09          0.01
                                                            --------------------------------------------------------------

Net income (loss)                                                      0.31          (10.83)         (0.23)       $(0.04)
                                                            ===============   ==============   ============   ============

Weighted average common shares outstanding,
assuming dilution                                                    24,745           26,162         28,025        28,025
                                                            ================================   ============   ============
</TABLE>

                DKK amounts have been  converted into US$ at an exchange rate of
                $1=DKK 5.9576.  The  accompanying  notes are an integral part of
                these consolidated financial statements.


                                      F-6
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
       (IN THOUSANDS, EXCEPT PER SHARE DATA AND WHERE OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                                                                  NOTES
                                           COMMON   ADDITIONAL              OTHER COM-            RECEIVABLE    TOTAL
                                           SHARES    PAID-IN   ACCUMULATED  PREHENSIVE  TREASURY   FROM SALE
                                           AMOUNT    CAPITAL     DEFICIT      INCOME     STOCK     OF SHARES
                                       --------------------------------------------------------------------------------
                                            DKK        DKK         DKK         DKK        DKK        DKK         DKK

<S>                                        <C>        <C>        <C>            <C>     <C>            <C>     <C>
BALANCE AT DECEMBER 31, 2000               25,814     414,628    (233,867)      (890)         0        (47)    205,638

Issuance of 248 common shares to
    acquire new businesses                    310       3,652                                                    3,962
Issuance of 6,306 common shares for
    cash in private placement               7,882     114,529                                                  122,411
Purchase of treasury stock                                                              (7,150)                (7,150)
Sale of treasury stock                                  (529)                             1,694                  1,165
Currency translation adjustments                                                (393)                            (393)
Unrealized loss on investment
    securities                                                                  (217)                            (217)
Repayment of notes receivable                                                                            47         47
Net income                                                           7,705                                       7,705
                                       --------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2001               34,006     532,280    (226,162)    (1,500)   (5,456)           0    333,168

Purchase of treasury stock                                                              (6,522)                (6,522)
Currency translation adjustments                                                  958                              958
Unrealized loss on investment
    securities                                                                   (14)                             (14)
Net loss                                                         (283,348)                                   (283,348)
                                       --------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2002               34,006     532,280    (509,510)      (556)  (11,978)           0     44,242

Issuance of 4,550 common shares for
    cash through exercise of
    stock options                           5,687         605                                                    6,292
Issuance of 837 common shares from
    treasury For equity financing
    guarantees                                        (6,845)                             7,933                  1,088
Currency translation adjustments                                                  921                              921
Unrealized gain on investment
    securities                                                                    147                              147
Net loss                                                           (6,330)                                     (6,330)
                                       --------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2003               39,693     526,040    (515,840)        512   (4,045)           0     46,360
                                       ================================================================================


BALANCE AT DECEMBER 31, 2003            USD$6,662  USD$88,298 USD$(86,585)     USD$86 USD$(679)       USD$0  USD$7,782
                                       ================================================================================
</TABLE>

                DKK amounts have been  converted into US$ at an exchange rate of
                $1=DKK 5.9576.  The  accompanying  notes are an integral part of
                these consolidated financial statements.


                                      F-7
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
       (IN THOUSANDS, EXCEPT PER SHARE DATA AND WHERE OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                                       2001           2002            2003           2003
                                                                 -------------- -------------- -------------- -------------
                                                                       DKK            DKK            DKK            USD


<S>                                                                     <C>        <C>              <C>           <C>
Net income (loss)                                                       7,705      (283,348)        (6,330)       $(1,063)

Currency translation adjustment, net of
taxes of DKK 0 in 2001, 2002 and 2003                                   (393)            958            921            155

Net change in unrealized investment security losses, net of
taxes of DKK 0 in 2001, 2002 and 2003                                   (217)           (14)            147             25

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

Comprehensive net income (loss)                                         7,095      (282,404)        (5,262)         $(883)
                                                                  =========================================================
</TABLE>


                DKK amounts have been  converted into US$ at an exchange rate of
                $1=DKK 5.9576.  The  accompanying  notes are an integral part of
                these consolidated financial statements.







                                      F-8
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       (IN THOUSANDS, EXCEPT PER SHARE DATA AND WHERE OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                      2001          2002          2003         2003
                                                                   -----------------------------------------------------
                                                                       DKK           DKK           DKK          USD
<S>                                                                  <C>              <C>          <C>          <C>
Cash flows from operating activities:

Net income (loss) from continuing operations                            18,165       (277,348)      (8,930)    $(1,500)
Adjustments to reconcile net loss (income) to
cash used in operating activities:
      Depreciation, amortization and write down                        133,889         185,243        8,317       1,396
      Option loss (gain)                                                     0           6,785      (2,287)       (384)
      (Gain) on sale of business                                     (213,187)               0      (7,449)     (1,250)
      (Gain)/loss on sale of fixed assets                                    0           (594)      (1,703)       (286)
      Provision for doubtful accounts                                        0               0        (699)       (117)
      Loss on marketable securities                                          0               0          197          33
      Deferred tax                                                           0           (350)      (1,677)       (281)
      Minority interest                                                (1,959)         (3,069)          257          43
      Non-cash issuance of common shares from treasury                       0               0        1,088         183
      Changes in operating assets and liabilities:
             Accounts receivable                                        10,984           6,845      (5,156)       (865)
             Accounts receivable, related parties                      (3,084)           3,084            0           0
             Broadcasting rights                                        10,312           3,244        3,804         639
             Inventories and other assets                                (481)          14,012          934         157
             Prepaid expenses                                                0           6,525        2,270         381
             Income tax payable                                        (2,433)           1,263      (1,202)       (202)
             Other receivables                                         (1,354)           5,310        4,337         728
             Accounts payable                                         (10,783)        (10,658)        7,225       1,213
             Accounts payable, related parties                           4,263           6,273     (12,356)     (2,075)
             Accrued expenses                                         (23,591)        (15,170)      (3,094)       (519)
             Deferred revenue                                         (18,533)          13,452        1,018         171
                                                                   ----------- --------------- ------------ ------------
      Cash used in operating activities:                              (97,792)        (55,153)     (15,106)     (2,537)
      Cash used in discontinued operations:                            (6,469)               0      (3,400)       (571)
                                                                   ----------- --------------- ------------ ------------
                                                                     (104,261)        (55,153)     (18,506)     (3,106)
                                                                   =========== =============== ============ ============

Cash flows from investing activities:

      Proceeds from sales of investments (purchase of investments)     (5,625)         (5,128)          216          36
      Acquisition of new business, net of cash acquired               (10,059)        (15,586)      (1,500)       (252)
      Proceeds from sale of business, net of cash disposed of          171,656          40,121        1,986         333
      Purchase of fixed assets                                       (123,619)        (17,471)     (15,505)     (2,603)
      Proceeds from sales of fixed assets                                    0           2,177        1,448         243
                                                                   ----------- --------------- ------------ ------------
      Cash (used in) provided by investing activities:                  32,353           4,113     (13,355)     (2,242)
      Cash (used in) provided by discontinued operations:                9,525               0            0           0
                                                                   ----------- --------------- ------------ ------------
                                                                        41,878           4,113     (13,355)     (2,242)
                                                                   =========== =============== ============ ============

Cash flows from financing activities:

      Net change in short-term borrowings                                1,673         (3,201)        (809)       (136)
      Sales of treasury stock                                            1,212               0            0           0
      Purchase of treasury stock                                       (7,150)         (6,523)            0           0
      Proceeds from sale and lease back                                      0           7,000            0           0
      Lease payments                                                     4,345         (3,573)      (2,852)       (479)
      Long term debt                                                  (10,584)               0            0           0
      Proceeds from issuance of common shares and stock options        122,411               0        6,292       1,056
                                                                   ----------- --------------- ------------ ------------
      Cash provided by (used in) financing activities:                 111,907         (6,297)        2,631         442
      Cash used in discontinued operations:                            (5,282)               0            0           0
                                                                   ----------- --------------- ------------ ------------
                                                                       106,625         (6,297)        2,631         442
                                                                   =========== =============== ============ ============

Effect of currency exchange rate changes on cash and cash
equivalents                                                              1,166             958          921         155
                                                                   ----------- --------------- ------------ ------------
Net increase (decrease) in cash and cash equivalents                    45,408        (56,379)     (28,309)     (4,752)
Cash and cash equivalents, beginning of period                          48,643          94,051       37,672       6,323
                                                                   ----------- --------------- ------------ ------------
Cash and cash equivalents, end of period                                94,051          37,672        9,363      $1,572
                                                                   =========== =============== ============ ============
Cash paid for interest                                                   (286)         (1,076)      (1,714)      $(288)
                                                                   =========== =============== ============ ============
Cash paid for taxes                                                      1,980             618        1,373        $230
                                                                   =========== =============== ============ ============
</TABLE>

                DKK amounts have been  converted into US$ at an exchange rate of
                $1=DKK 5.9576.  The  accompanying  notes are an integral part of
                these consolidated financial statements.


                                      F-9
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

         EuroTrust  A/S  and  its   subsidiaries   ("the   Company"),   formerly
euro909.com  and  earlier  Telepartner  A/S,  and  its  subsidiaries  engage  in
providing  production and broadcasting  services and Internet  security products
and services in Scandinavia and other European countries.

         The Company is currently  organized into two  reportable  service-based
segments: A Production and Broadcasting Segment and an Internet Security Product
and Services Segment.  During 2001 the Company  previously  operated a print and
online media segment.

PRODUCTION AND BROADCASTING SEGMENT

         The  Company's  Production  and  Broadcasting  Segment  consists  of  a
broadcast  media  property  and it also  operates the largest  media  production
company in Scandinavia with a special focus on sports programming. The Company's
media division also offers educational courses in television production.  During
the fourth quarter of 2001, we  consolidated  all of our television  programming
into a single television channel, dk4.

         On December 31, 2003, the Company  purchased the remaining 15% interest
in Europe-Visions A/S.  Europe-Visions A/S owns 75% of the outstanding shares of
common stock of its subsidiary Mobile  Broadcasting A/S. The minority interests'
proportionate   share  of  income  or  loss  of  Europe-Vision  A/S  and  Mobile
Broadcasting is included in the consolidated statement of operations.

INTERNET SECURITY PRODUCT AND SERVICE SEGMENT

         The Company's  Internet  Security  Product and Services  Segment offers
trusted Internet security products and services including virus detection, email
security  products,   vulnerability  testing,  secure  communications,   on-site
solutions,  and payment platforms to website owners,  commercial enterprises and
electronic commerce service providers.

         On April 1, 2004, the Company sold the secure  communications,  on-site
solutions,  and payment platforms to website owners,  commercial enterprises and
electronic commerce service providers business.

The Company provided secure remote backup services,  digital video surveillance,
secure  hosting until the sale of these  businesses in November  2003,  December
2003 and January 1, 2004,  respectively.  The Company owned approximately 75% of
its subsidiary EuroTrust Secure Hosting A/S until it's sale On January 1, 2004.

PRINT AND ONLINE MEDIA SEGMENT

         Until the end of 2001,  the Company  operated a print and online  media
segment.  In 2001 we made the strategic decision to focus primarily on providing
broadcasting,  trusted  Internet  infrastructure  products  and  services.  As a
result, we sold our domain name registration  business to VeriSign in July 2001,
we sold

                                      F-10
<PAGE>
                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


the remaining assets of our historical telecommunications business and our print
and online media properties in December 2001.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

         The consolidated  financial  statements are prepared in accordance with
accounting  principles  generally  accepted in the United States ("US GAAP") and
include the accounts of EuroTrust A/S and its majority-owned subsidiaries.

         The following is a list of our significant  operating  subsidiaries and
their  jurisdiction  of  incorporation  and  our  ownership  interest  in  those
subsidiaries at December 31, 2003:

<TABLE>
<CAPTION>
                                                        COUNTRY OF                    INTEREST
      SUBSIDIARY                                      INCORPORATION                   OWNERSHIP
      ----------                                      -------------                   ---------

<S>                                        <C>        <C>                 <C>
      Euro909.dk A/S                                     Denmark                       100.0%
      EuroTrust PKI Services A/S           (1)           Denmark          100.0% Assets sold April 1, 2004
      EuroTrust Net Vaulting A/S                         Denmark              100.0% Sold Nov. 30, 2003
      EuroTrust Virus112 A/S               (2)           Denmark                       100.0%
      Europe-Visions A/S                   (3)           Denmark                       100.0%
      EuroTrust Secure Hosting A/S         (4)           Denmark               75.0% Sold Jan. 1, 2004
      Telefax Scandinavia i Sverige AB                    Sweden                       100.0%
      EuroTrust E-Security SARL                        Switzerland              100.0% Sold Dec. 2003
      EuroTrust France SAS                 (5)            France              100.0% Sold Dec. 31, 2003
</TABLE>

---------------------------
     (1)  Formerly known as EuroTrust Denmark A/S.

     (2)  Formerly known as Virus112.com A/S.

     (3)  Formerly known as Euro909Media A/S

     (4)  Result of the  combination  of our Digiweb  activity  with DHT Hosting
          ApS, on January 1, 2002. Sold on January 1, 2004.

     (5)  Formerly known as Alphasys SAS.

         Other   significant   operating    subsidiaries    consolidated   under
Europe-Visions  A/S and their  jurisdiction of  incorporation  and our ownership
interest in those subsidiaries at December 31, 2003:

                                                    COUNTRY OF         INTEREST
        SUBSIDIARY                                INCORPORATION        OWNERSHIP
        ----------                                -------------        ---------
        Ciac A/S                                     Denmark            100.0%
        Prime Vision A/S                             Denmark            100.0%
        Arhustudiet A/S                    (1)       Denmark            100.0%
        Publishing & Management ApS                  Denmark            100.0%
        TV Akademiet A/S                             Denmark            100.0%
        Mobile Broadcasting A/S                      Denmark             75.0%

         All  intercompany  balances and  transactions  have been  eliminated in
consolidation.  The

                                      F-11
<PAGE>
                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


Company's  investments  representing  a 20% to 50%  interest  in  unconsolidated
subsidiaries are accounted for by the equity method of accounting.

         At December  31,  2003,  the Company had the  following  equity  method
investments:

        Mediehuset Danmark ApS                     Denmark                 25.0%

REPORTING CURRENCY

         The  consolidated  financial  statements  are  stated in Danish  Kroner
("DKK"),  the  currency  of the  country  in which  the  Company  and its  major
subsidiaries  are  incorporated  and operate.  Balance sheet accounts of foreign
subsidiaries are translated into DKK at the year-end  exchange rate and items in
the  statement  of  operations  are  translated  at the average  exchange  rate.
Resulting  translation  adjustments  are  charged  or  credited  to  a  separate
component of shareholders' equity.

         Translation  adjustments  arising  from  inter-company  financing  of a
long-term  investment  nature are accounted for similarly.  Some transactions of
the  Company  and  its  subsidiaries  are  made in  currencies  other  than  the
functional  currency.  Gains and losses from these  transactions are included in
the income statement.

INFORMATION EXPRESSED IN US DOLLARS

      Translation of DKK amounts into US Dollar  amounts is included  solely for
the convenience of the reader and has been made at the rate of 5.9576 DKK to one
US Dollar, the approximate  exchange rate at December 31, 2003. Such translation
should  not be  construed  as a  representation  that the DKK  amounts  could be
converted into US Dollars at that or any other rate.

USE OF ESTIMATES

         The preparation of consolidated financial statements in conformity with
US GAAP requires  management to make estimates and  assumptions  that affect the
reported  amounts of assets and  liabilities  and disclosures at the date of the
consolidated  financial  statements  and the  reported  amounts of revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  Estimates are used when accounting for items and matters such as the
allowance for  uncollectible  accounts,  inventory  obsolescence,  amortization,
asset valuations,  impairment assessments,  taxes, guarantees and contingencies.
Management bases its estimates on historical experience and on other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities.  Actual  results may differ from these  estimates  under  different
assumptions or conditions.

CASH AND CASH EQUIVALENTS

         Cash and cash equivalents  consist of cash and short-term deposits with
maturities of less than three months at the time of purchase.


                                      F-12
<PAGE>
                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


RESTRICTED CASH

         Restricted  cash as of December  31, 2002,  included an escrow  account
with  respect to the  remaining  consideration  for the  Company's  domain  name
registration business that was sold in June 2001 amounting to DKK 1,986.

MARKETABLE SECURITIES - AVAILABLE FOR SALE

         The Company  accounts  for  investments  in  Marketable  securities  in
accordance  with  Statement  of  Financial   Accounting   Standard  (SFAS)  115,
"Accounting for Certain Investments in Debt and Equity  Securities".  Under SFAS
115  the  Company's   investments   in  public   companies  are   classified  as
"available-for-sale".  These  investments  are  carried at fair  value  based on
quoted  market  prices.  We review the  marketable  equity  holdings in publicly
traded  companies  on a  regular  basis to  determine  if any of the  marketable
securities have experienced an  other-than-temporary  decline in its fair value.
We consider the investee company's cash position,  earnings and revenue outlook,
stock price  performance  over the past six months,  liquidity  and  management,
among other factors,  when reviewing the marketable equity securities.  If it is
determined  that an  other-than-temporary  decline  in fair  value  exists  in a
marketable  equity  security,  we record an investment loss in the  consolidated
statement of operations.

LONG-TERM INVESTMENTS

         Investments   in   non-public   companies  are  included  in  long-term
investments  in the  consolidated  balance sheet and are accounted for under the
cost  method.  For  these  non-quoted  investments,   we  regularly  review  the
assumptions  underlying the operating  performance and cash flow forecasts based
on information  requested from these privately held companies.  Generally,  this
information  may be  more  limited,  may  not be as  timely  as and  may be less
accurate than information  available from publicly traded  companies.  Assessing
each investment's carrying value requires significant judgment by management. If
it is determined that there is an other-than-temporary decline in the fair value
of a non-public equity security,  we write-down the investment to its fair value
and record the related  write-down  as an  investment  loss in the  consolidated
statement of operations.

TRADE ACCOUNTS RECEIVABLE

         Trade  accounts  receivable  are  recorded  at the amount  invoiced  to
customers and they do not bear interest.  The allowance for doubtful accounts is
the Company's  best  estimate of amount of probable  losses  resulting  from the
inability of our customers to make required  payments.  We regularly  review the
adequacy of our accounts receivable  allowance after considering the size of the
accounts  receivable  balance,  each customer's  expected ability to pay and our
collection history with each customer.  We review significant  invoices that are
past due to determine if an allowance is appropriate  based on the risk category
using the factors described above.

         The  following  includes  the  changes in the  allowance  for  doubtful
accounts for the years ended December 31, 2001 to December 31, 2003:


                                      F-13
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)

<TABLE>
<CAPTION>
                                                        Amounts
                                                        charged
                                         Balance at   (credited) to  Write-offs
                                       --------------  operating                    Balance at
Allowance for doubtful accounts:         January 1     expenses                    December 31
                                       ---------------                           ------------------
<S>                                        <C>           <C>          <C>              <C>
Year ended December 31, 2001               7,928         1,519        (1,807)          7,640
Year ended December 31, 2002               7,640             0        (3,011)          4,629
Year ended December 31, 2003               4,629         ( 699)       (1,691)          2,239
</TABLE>

The deductions for the year ended December 31, 2001 of DKK 1.8 million relate to
the Print and Online Media Division and are included in discontinued  operations
as this business was sold in 2001.

BROADCASTING RIGHTS

         Broadcasting  rights,  which  comprise of acquired  rights to broadcast
television  programs  on the  Company's  television  stations,  and the  related
liabilities are recorded at their gross value when the license period begins and
the programs are available  for use.  These rights are expensed over the greater
of when the program is aired or over the period of license.  Program  rights are
classified as current or non-current based on anticipated usage in the following
twelve month period.

INVENTORIES

         Inventories principally consist of 45,000 and 38,000 (not in thousands)
IBM Tivoli  licenses  at  December  31,  2002 and 2003,  relating  to our remote
back-up  business.  Inventories  are stated at the lower of cost or market  with
cost  determined on the basis of the  first-in,  first-out  method.  In order to
evaluate the designated market value of such assets the company investigates the
available  market for these  products  and their  expected  sales  price.  As of
December 31, 2002 these licenses were written-down by DKK 21.7 million to DKK 0.
During 2003,  the Company  recognized a DKK 3,367  reduction in cost of revenues
for inventory credits given on the return of 7,000 IBM Tivoli licenses.

PROPERTY, PLANT AND EQUIPMENT

         Buildings, technical equipment, furniture and fixtures, automobiles and
leasehold improvements are carried at cost less accumulated depreciation. Assets
held under  capital  leases are recorded at the present  value of minimum  lease
payments  less  accumulated  depreciation.  Land is  carried  at cost and is not
depreciated.

Buildings are  depreciated  on a  straight-line  basis over 50 years.  Technical
equipment,   furniture  and  fixtures  and  automobiles  are  depreciated  on  a
straight-line  basis over the  expected  useful  lives of between  three and ten
years.  Leasehold  improvements are amortized over the shorter of their expected
lives, which is ten years or the non-cancelable term of the leases.

GOODWILL AND OTHER DEFINITE LIFE INTANGIBLE ASSETS

         Goodwill  represents  the  excess of costs  over the fair  value of the
identifiable net assets of businesses acquired.  Other definite life intangibles
assets consist of license rights to virus scanning software and other intangible
assets.  The Company fully adopted the provisions of SFAS No. 142,


                                      F-14
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


GOODWILL  AND OTHER  INTANGIBLE  ASSETS,  as of January 1,  2002.  Goodwill  and
intangible assets acquired in a purchase business  combination and determined to
have an  indefinite  useful life are not  amortized,  but instead are tested for
impairment at least annually in accordance  with the provisions of SFAS No. 142.
Impairment  losses  arising from this  impairment  test, if any, are included in
operating  expenses  in the period of  impairment.  SFAS No. 142  requires  that
definite  intangible  assets with estimable useful lives be amortized over their
respective  estimated  useful lives,  and reviewed for  impairment in accordance
with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.

         Prior to the  adoption of SFAS No. 142,  goodwill  was  amortized  on a
straight-line basis over the expected periods to be benefited, generally five to
ten years, and assessed for recoverability in accordance with APB Opinion 17 and
SFAS No. 121 by determining  whether the  amortization  of the goodwill  balance
over its remaining life could be recovered through undiscounted future operating
cash flows of the acquired operation. All other intangible assets were amortized
on a straight-line basis not exceeding 5 years. The amount of goodwill and other
intangible asset impairment,  if any, was measured based on projected discounted
future operating cash flows using a discount rate reflecting our average cost of
funds.

         Had the  provisions  of SFAS  No.  142 been in  effect  for  2001,  the
Company's results of operations would have been as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                                             2001
-------------------------------------------------------------------------------------
<S>                                                                           <C>
Reported results
      (Loss) income from continuing operations                                18,165
      Loss from discontinued operations - net of tax                        (10,115)
      Loss on disposal of Print/Online Media Division                          (345)
-------------------------------------------------------------------------------------
(Loss) income - reported 7,705
-------------------------------------------------------------------------------------

Adjustments
      Amortization of goodwill from continuing operations - net of tax         4,659
      Amortization of goodwill from discontinued operations                        0
-------------------------------------------------------------------------------------
Total net adjustments                                                          4,659
-------------------------------------------------------------------------------------

Adjusted results
      (Loss) income from  continuing  operations  22,824 Loss from  discontinued
      operations - net of tax (10,460)
-------------------------------------------------------------------------------------
(Loss) income  - adjusted                                                     12,364
-------------------------------------------------------------------------------------

Reported basic (loss) income per common share:
      From continuing operations                                                0.75
      From discontinued operations                                            (0.43)
-------------------------------------------------------------------------------------
Basic (loss) income per common share - reported                                 0.32
-------------------------------------------------------------------------------------

Reported diluted (loss) income per common share:
      From continuing operations                                                0.73
      From discontinued operations                                            (0.42)
-------------------------------------------------------------------------------------
Diluted (loss) income per common share - reported                               0.31
-------------------------------------------------------------------------------------
</TABLE>


                                      F-15
<PAGE>


                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


<TABLE>
<S>                                                                           <C>
Adjusted basic (loss) income per common share:
      From continuing operations                                                0.94
      From discontinued operations                                            (0.43)
-------------------------------------------------------------------------------------
Basic (loss) income per common share - adjusted                                 0.51
-------------------------------------------------------------------------------------

Adjusted diluted (loss) income per common share:
      From continuing operations                                                0.92
      From discontinued operations                                            (0.42)
-------------------------------------------------------------------------------------
Diluted (loss) income per common share - adjusted                               0.50
-------------------------------------------------------------------------------------
</TABLE>

IMPAIRMENT OF LONG-LIVED ASSETS

         In accordance with SFAS No. 144,  long-lived assets,  such as property,
plant, and equipment,  and purchased  intangibles  subject to amortization,  are
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable. Circumstances which
could trigger a review include, but are not limited to: significant decreases in
the  market  price of the asset;  significant  adverse  changes in the  business
climate or legal factors;  current period cash flow or operating losses combined
with a history of losses or a forecast of continuing  losses associated with the
use of the asset;  and current  expectation that the asset will more likely than
not be sold or disposed of significantly  before the end of its estimated useful
life.

         Recoverability  of  assets  to  be  held  and  used  is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset exceeds its estimated undiscounted future cash flows, an impairment charge
is  recognized  by the amount by which the carrying  amount of the asset exceeds
the fair  value of the  asset.  Assets  to be  disposed  of would be  separately
presented in the balance sheet and reported at the lower of the carrying  amount
or fair value less costs to sell, and would no longer be depreciated.

         The  depreciable  basis of assets that are impaired and continue in use
is their respective fair values

REVENUE RECOGNITION

      The Company derives revenues from three primary  categories:  (i) Internet
services,  which include managed public key infrastructure  ("PKI") services and
digital  certificate  services,   hosting,   virus  surveillance  and  detection
services,  and remote data backup services;  (ii)  broadcasting,  which includes
cable and digital  television  subscriber income and program  production income;
and (iii) until July 31, 2001, domain name registration  services. The Company's
revenue  recognition  policies  are in  accordance  with  SEC  Staff  Accounting
Bulletin ("SAB") No. 104,  "REVENUE  RECOGNITION,  unless otherwise noted below.
The revenue recognition policy for each of these categories is as follows:

      INTERNET SERVICES

       The Company  recognizes  revenues from issuances of digital  certificates
      and managed PKI services,  virus surveillance and detection services,  and
      remote  data  backup,  when all of the  following  criteria  are met:  (1)
      persuasive evidence of an arrangement exists, (2) delivery of products and
      services  has  occurred,  (3) the fee is  fixed  or  determinable  and (4)
      collectibility is reasonably


                                      F-16
<PAGE>


                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


      assured.  We determine each of the criteria in our revenue  recognition as
      follows:

               PERSUASIVE  EVIDENCE  OF AN  ARRANGEMENT  EXISTS.  We enter  into
         written  agreements  with our  customers,  that are  signed by both the
         customer and the Company,  or other  related  documentation  from those
         customers who have previously negotiated an arrangement.


            DELIVERY OF PRODUCTS  AND  SERVICES HAS  OCCURRED.  Certificate  and
      security  technologies  may be delivered  physically  or downloaded by the
      customer.  Undelivered components of these technologies that are essential
      to the  functionality  of the products,  if any are not  recognized  until
      delivery in full is complete.


            THE FEE IS FIXED OR  DETERMINABLE.  Agreements with customers do not
      include a right to return. The majority of the initial fees are due within
      one year or less.  Should there be  arrangements  with payment  terms that
      extending beyond customary payment terms, the fees then are considered not
      to be fixed or  determinable,  and  revenues  from such  arrangements  are
      recognized as payments become due and realizable.


            COLLECTIBILITY  IS  PROBABLE.  Collectibility  is assessed  for each
      customer class of which there is a history of successful  collection based
      upon a credit review.  Initial  determination  that  collectibility is not
      probable results in the revenues being recognized as cash is collected.

             In software  arrangements  involving multiple elements, as required
      by the EITF Issue 00-21, "Revenue Arrangements with Multiple Deliverables"
      and  American  Institue  of  Certified  Public  Accountants  Statement  of
      Position  ("SOP") 97-2, as amended by SOP 98-9, the Company  allocates and
      defers  revenue  for the  undelivered  elements  based on  vendor-specific
      objective  evidence,  or  VSOE,  of the  fair  value  of  the  undelivered
      elements,  and recognizes the difference between the total arrangement fee
      and the amount deferred for the undelivered  elements as revenue.  VSOE of
      each  element is based on the price for which the  undelivered  element is
      sold separately.  If VSOE does not exist for undelivered  elements such as
      maintenance  services,  then the entire arrangement fee is recognized over
      the performance period.

             Fees  from the  sales  of  digital  certificates  and  managed  PKI
      services,  which include  bundled  maintenance  services that are not sold
      separately,  are deferred and recognized ratably over the period that such
      contracted services are provided, usually 12 to 24 months.

             Revenues  from virus  surveillance  and detection  services,  which
      include bundled  maintenance  services that are not sold  separately,  are
      deferred  and  recognized  rateably  over the period  that the  service is
      provided, usually 3 to 36 months.

             Up-front  fees from  hosting and remote data  backup  services  are
      deferred  and  recognized  ratably  over the period that the  services are
      provided, usually 3 to 12 months.

             The Company's  consulting  and  installation  services  relating to
      secure  communication,  virus  protection  and  network  security  are not
      essential to the  functionality of the software.  These software  products
      are fully  functional  upon  delivery  and do not require any  significant
      modification  or alteration.  Revenues from  consulting  and  installation
      services, which are provided on a time and materials basis, are recognized
      as the services are performed.

                                      F-17
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


      DOMAIN NAME REGISTRATION

      The Company sold its domain name registration business in 2001.

         The Company  recognized  revenues from initial  registration  of domain
      names and  subsequent  renewal  over the period the  customer  is provided
      access to the domain registry through its servers.

      BROADCASTING

         The  Company  recognizes  cable and  digital  television  revenue on an
      accrual basis in accordance  with the terms of the contracts  entered into
      with cable and digital television providers, which are based on the number
      of subscribers for the Company's  television channel and as programming is
      made  available  to viewers.  Revenue and costs  associated  with  program
      production are recognized when programs are completed and delivered to the
      broadcaster with no further obligation to customers.

ADVERTISING COSTS

         Advertising  costs  are  expensed  as  incurred.  Advertising  expenses
totalled DKK 3.2 million,  DKK 4.0 million and DKK 3.9 million in 2001, 2002 and
2003, respectively.

INCOME TAXES

         The  Company  utilizes  the asset and  liability  method to account for
income taxes.  Deferred tax assets and liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and to operating loss carry forwards.  Deferred tax assets and liabilities
are measured  using enacted tax rates expected to apply to taxable income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  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.
The Company  records a valuation  allowance to reduce  deferred tax assets to an
amount which realization is more likely than not.

STOCK OPTIONS

         At  December  31,  2003,  the  Company  has a number  of stock  options
outstanding.  We apply the intrinsic value-based method of accounting prescribed
by Accounting  Principles  Board ("APB")  Opinion No. 25,  "ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES",  and related interpretations including FASB Interpretation
No. 44,  "ACCOUNTING FOR CERTAIN  TRANSACTIONS  INVOLVING STOCK  COMPENSATION AN
INTERPRETATION  OF APB NO. 25" issued in March  2000,  to account  for our fixed
plan stock options.

         Under this  method,  compensation  expense is  recorded  on the date of
grant only if the current  market  price of the  underlying  stock  exceeded the
exercise  price.  SFAS  No.  123  "ACCOUNTING  FOR  STOCK-BASED   COMPENSATION,"
established  accounting and  disclosure  requirements  using a fair  value-based
method of accounting for stock-based employee  compensation plans. As allowed by
SFAS No. 123, we

                                      F-18
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


have elected to continue to apply the intrinsic value-based method of accounting
described above,  and have adopted the disclosure  requirements of SFAS No. 123.
The following table (in DKK) illustrates the effect on net loss and net loss per
share if we had applied the fair value  recognition  provisions of SFAS No. 123,
"ACCOUNTING FOR STOCK-BASED  COMPENSATION," to stock-based employee compensation
under which the  estimated  fair value of the  options  would have been over the
options' vesting periods:

<TABLE>
<CAPTION>
                                                          2001              2002              2003
                                                     ---------------------------------------------------

<S>                                                        <C>               <C>                <C>
Reported net income (loss)                                    7,705         (283,348)           (6,330)
Reported stock-based compensation expense                         0                 0                 0
Pro forma stock-based compensation expense                 (24,385)          (12,036)           (8,027)
                                                     ---------------   ---------------   ---------------
Pro forma net loss                                         (16,680)         (295,384)          (14,357)


Reported basic income (loss) per share                         0.32           (10.60)            (0.23)
Reported diluted income (loss) per share                       0.31           (10.60)            (0.28)

Pro forma basic and diluted loss per share                   (0.69)           (11.29)            (0.51)
</TABLE>

         The fair value of these  stock  options  was  estimated  at the date of
grant using a  Black-Scholes  option  pricing model with the following  weighted
average assumptions

<TABLE>
<CAPTION>
                                                                     2001         2002         2003
                                                                 ---------------------------------------
<S>                                                                 <C>                       <C>
Five year risk free interest rate                                   5.25%         N/A         3.65%
Three year risk free interest rate                                  4.92%         4.7%         N/A
Two year risk free interest rate                                      0          4.08%        2.77%
Dividend yield                                                        0%           0%           0%
                                                                 -------- ------------- ----------------
ADR's Annual volatility of the expected market price                 1.3          1.25         1.58
Expected life of the options                                         2.90         2.81         4.90
</TABLE>


CONCENTRATION OF CREDIT RISK

         Cash and cash  equivalents  are,  for the most  part,  maintained  with
several major financial institutions in Scandinavia.  These balances are insured
up to DKK 300 per account.

         The Company has a large number of small  customers  located  throughout
Scandinavia,  and, to a limited extent,  in certain Western European  countries,
and does not require  collateral  from its customers.  The company has one large
customer in the  broadcasting  segment which alone accounts for 23%, 28% and 25%
of the company's consolidated revenue for 2001, 2002, and 2003, respectively.


                                      F-19
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


OTHER INCOME (EXPENSES), NET

         Other  income  (expenses),  net of DKK 693 in 2003  mainly  relates  to
cancellation of written options issued in connection with business  acquisitions
and provision for losses on an arbitration case.

         Other income  (expenses),  net of DKK (8,618) in 2002 mainly relates to
changes in the fair values of written options issued in connection with business
acquisitions.

         As of December  31, 2002  Medani A/S  exercised  the written put option
issued  at the time of the  Company's  purchase  of an 85%  equity  interest  in
EuroTrust  NetVaulting  A/S to sell  its  remaining  equity  interest  of 15% in
EuroTrust  NetVaulting  A/S to the Company.  The Company  recorded a loss of DKK
4,498 with  regard to this  option  which is included  within  other  (expenses)
income,  net in the  consolidated  statement  of  operations  for the year ended
December 31, 2002.

         The Company  has issued a written  put option to buy a 25%  interest in
EuroTrust   Secure  Hosting  A/S  in  2004  at  a  price  based  on  the  future
profitability  of EuroTrust Secure Hosting A/S or for a minimum of DKK 2,500. In
addition, the Company has issued a written call option to sell an additional 10%
of EuroTrust  Secure Hosting A/S for DKK 50. These options have been included as
a  liability  in the  financial  statements  at their  respective  fair  values,
resulting  in an  expense of DKK 2,287 in 2002 which is  included  within  other
income (expenses),  net in the consolidated statement of operations for the year
ended December 31, 2002.

PENSIONS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS

         The Company contributes to insurance companies for defined contribution
pension  benefits  agreements  between  employees and insurance  companies.  The
Company's  contributions  are  expensed as  incurred.  The Company has no future
liabilities related to pensions beyond their contribution.

         Other than the pension  benefits  described above, the Company does not
provide its employees with post-retirement and post-employment benefits.

RECLASSIFICATIONS

         Certain balances in the financial  statements for December 31, 2001 and
2002 have been reclassified to conform to the headings and classifications  used
in the December 31, 2003 financial statements

RECENTLY ISSUED ACCOUNTING STANDARDS

            In  November  2002,  the  Emerging  Issues  Task  Force  issued  its
consensus  on  EITF  Issue  No.  00-21,   Revenue   Arrangements  with  Multiple
Deliverables  ("EITF Issue No.  00-21") on an approach to  determine  whether an
entity should divide an  arrangement  with multiple  deliverables  into separate
units of  accounting.  According to the EITF,  in an  arrangement  with multiple
deliverables,  the  delivered  item(s)  should be  considered a separate unit of
accounting if all of the following  criteria are met: (1) the delivered  item(s)
has value to the customer on a  standalone  basis,  (2) there is  objective  and
reliable evidence of the fair value of the undelivered  item(s),  and (3) if the
arrangement  includes a general right


                                      F-20
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


of return,  delivery or  performance  of the  undelivered  item(s) is considered
probable and  substantially in the control of the vendor.  If all the conditions
above are met and there is objective and reliable evidence of fair value for all
units of accounting in an arrangement,  the arrangement  consideration should be
allocated to the  separate  units of  accounting  based on their  relative  fair
values. The guidance in this Issue is effective for revenue arrangements entered
into in fiscal  periods  beginning  after June 15,  2003.  The  adoption of this
statement did not have a material effect on EuroTrust's financial statements.

      In December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No, 104
"REVENUE  RECOGNITION" which codifies,  revises and rescinds certain sections of
SAB No. 101, "REVENUE RECOGNITION",  in order to make this interpretive guidance
consistent with current  authoritative  accounting and auditing guidance and SEC
rules and regulations.  The changes noted in SAB No. 104 did not have a material
effect on EuroTrust  consolidated  financial position,  results of operations or
cash flows.

      In January 2003, the FASB issued  Interpretation No. 46, "CONSOLIDATION OF
VARIABLE INTEREST  ENTITIES,  AN INTERPRETATION OF ACCOUNTING  RESEARCH BULLETIN
("ARB") NO. 51." In December 2003, the FASB issued a revision to  Interpretation
No. 46, and  interpretation of ARB Opinion No. 51 ("FIN 46R"). FIN 46R clarifies
the  application  of ARB 51  "CONSOLIDATED  FINANCIAL  STATEMENTS,"  to  certain
entities  in  which  equity  investors  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support provided by any parties,  including the equity holders. FIN 46R requires
the  consolidation  of these  entities,  known  as  variable  interest  entities
("VIE's"),  by the primary beneficiary of the entity. The primary beneficiary is
the entity, if any, that will absorb a majority of the entity's expected losses,
receive a majority of the entity's expected residual returns, or both.


      Among  other  changes,  the  revisions  of  FIN  46R  (a)  clarified  some
requirements  of the original FIN 46, which had been issued in January 2003, (b)
eased some implementation problems, and (c) added new scope exceptions.  FIN 46R
deferred the effective date of the  interpretation  for public  companies to the
end of the first reporting  period ending after March 15, 2004,  except that all
public  companies  must at a minimum  apply  the  unmodified  provisions  of the
interpretation  to entities  that were  previously  considered  "special-purpose
entities" in practice and under the FASB literature prior to the issuance of FIN
46R by the end of the first reporting period ending after December 15, 2003.


      Among the scope expectations,  companies are not required to apply FIN 46R
to an entity that meets the criteria to be considered a "business" as defined in
the  interpretation  unless one or more of four named conditions  exist. FIN 46R
applies  immediately  to a VIE  created or  acquired  after  January  31,  2003.
EuroTrust  does not have any  interests in VIE's and the adoption of FIN 46R did
not  have  a  material  impact  on  EuroTrust  financial  position,  results  of
operations or cash flows.

      In April, 2003, the FASB issued SFAS No. 149,  "Amendment of Statement 133
on Derivative  Instruments and Hedging  Activities",  which amends SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities," to address (1)
decisions reached by the Derivatives  Implementation  Group, (2) developments in
other Board projects that address financial instruments,  and (3) implementation
issues  related to the  definition  of a  derivative.  SFAS No. 149 has multiple
effective date  provisions  depending on the nature of the amendment to SFAS No.
133.  The  adoption  of  this  statement  did  not  have a  material  effect  on
EuroTrust's financial statements.


                                      F-21
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


      On May 15,  2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 is  effective  for all  financial  instruments  entered into or modified
after May 31, 2003. For  unmodified  financial  instruments  existing at May 31,
2003,  SFAS No. 150 is effective at the  beginning of the first  interim  period
beginning  after  June 15,  2003,  except  for  mandatory  redeemable  financial
instruments  of  non-public  entities.  The  adoption of this  statement  is not
expected to have a material effect on EuroTrust's financial statements.

2.       INVESTMENT SECURITIES

         The following is a summary of  available-for-sale  investments  held as
long-term assets (in DKK):

<TABLE>
<CAPTION>
                                                               GROSS
                                                            UNREALIZED          FAIR
                                                COST          LOSSES            VALUE
                                                ----          ------            -----
<S>                                               <C>             <C>               <C>
 December 31, 2002:
 Shares in Land and Leisure A/S                   1,111           (541)             570
                                           ------------   -------------   -------------
 Total                                            1,111           (541)             570
                                           ------------   -------------   -------------

 December 31, 2003:
 Shares in Land and Leisure A/S                     698           (394)             304
                                           ------------   -------------   -------------
 Total                                              698           (394)             304
                                           ------------   -------------   -------------
</TABLE>

The unrealized loss on the available-for-sale  investment securities is included
in other cumulative comprehensive income.

3.       LONG TERM INVESTMENTS

         The following is a summary of long-term  investments that are stated at
cost (in DKK)

                                                     December 31,
                                                2002              2003
                                          -----------------------------
 Shares in TrustItalia S.p.A.                       0                 0
 Shares in Excelsa SA s.r.l.                    2,792             2,494
 Shares in Wisekey SA                               0                 0
                                          -----------------------------
 Total long term investments                    2,792             2,494
                                          -----------------------------

         Based on our review of the  valuation of  investments  made at December
31, 2002,  we wrote down to zero our  investments  in Trust Italia  S.p.A.  (DKK
16,053),  Wisekey SA (DKK 2,322) and certain other shares (DKK 751). These write
downs are included in write-down of long term  investments  in the  consolidated
statement of operations for 2002.


                                      F-22
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         TRUST ITALIA SpA

         On November 30, 2000, the Company  acquired 20% of the ordinary  shares
of Trust Italia SpA., an Italian digital security company.  This amounted to the
acquisition of 325,000 shares.  The  consideration  comprised  750,000  ordinary
shares of stock valued at DKK 11,788.

         During 2001, the agreement for the acquisition  was amended,  following
investment in  TrustItalia  SpA by other  parties,  resulting in an ownership in
TrustItalia of 15.7% (242,000  shares) and an additional cash  consideration  of
DKK 4,265.

         Of the total shares  acquired,  150,600 shares in Trust Italia SpA were
purchased  from Ben  Rispoli  who owned 9.8% of the shares of Trust  Italia SpA.
These shares were purchased in return for 559,155 shares in EuroTrust.

         On March 7, 2002 the Company granted a note payable totaling DKK 1,250,
to  Mr  Rispoli  who  has  since  provided  the  Company's   559,155  shares  he
subsequently acquired from the above transaction as collateral.

         The carrying value in the consolidated balance sheet of the loan to Mr.
Rispoli as of  December  31, 2002 was DKK 750 net of a  provision  for  possible
non-repayment of DKK 500.

         The note payable has been paid in full to Mr. Rispoli during 2003.

4.       PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment include the following (in DKK):

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                                       ------------
                                           Estimated              2002                     2003
                                             Life        -------------------------------------------
<S>                                     <C>                         <C>                     <C>
Land                                          N/A                     1,929                   1,929

Buildings                                  50 years                  27,077                  27,321
Technical equipment                      3 to 5 years                35,221                  24,998
Furniture and fixtures                   3 to 5 years                12,798                  10,031
Automobiles                                 5 years                   3,930                   3,536
Leasehold improvements                   3 to 10 years                5,477                   6,040
                                                         ------------------  ----------------------
                                                                     86,432                  73,855
Less accumulated depreciation                                      (37,459)                (18,514)
                                                         ------------------  ----------------------

Net property, plant and equipment                                    48,973                  55,341
                                                         ==================  ======================

Depreciation expense                                                 16,688                   7,872
</TABLE>



         During 2002,  based on a review of past results and market prospects we
reduced the future  projections of our Internet services segment businesses to a
fair value  estimated in accordance  with SFAS


                                      F-23
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


No. 144. The discount rates used ranged from 14 to 16 percent.  This resulted in
a pre-tax charge of DKK 11.0 million recorded in Amortization and write-downs in
the  accompanying   financial  statements  in  the  consolidated   statement  of
operations including DKK 5,287 of leased asset impairments.

         The net book value of leased  assets  included in  property,  plant and
equipment totalling DKK 0 and DKK 0 at December 31, 2002 and 2003, respectively.
Leased  assets  of DKK  5,287  were  impaired  as part of the DKK  11.0  million
impairment of assets in 2002.

5.       GOODWILL

         Goodwill consisted of the following (in DKK):

                                                       December 31,
                                                  2002               2003
                                            --------------------------------
BALANCE AT THE BEGINNING OF THE YEAR              51,002             20,964

CHANGES:

               Additions                          36,732              2,977
               Disposals                         (1,427)                  0
               Impairment                       (65,343)                  0

                                            --------------------------------
BALANCE AT THE END OF THE YEAR                    20,964             23,941
                                            --------------------------------


              The remaining goodwill as of December 31, 2002 and 2003 relates to
the Company's Broadcast Media segment.

         On December 31, 2003,  EuroTrust  A/S  purchased  the  remaining 15% of
Europe-Visions   A/S   (formerly   Euro909Media   A/S),   from  Parken  Sport  &
Entertainment  thereby  becoming  the 100%  owner  of  Europe-Visions  A/S.  The
purchase  price  exceeded  the fair  market  value  of net  assets  acquired  by
approximately DKK 2,977, which was recorded as goodwill.

         During the fourth quarter of 2002 and 2003,  the Company  performed the
annual impairment test and recorded an impairment charge of DKK 65.3 million and
0, respectively.,

         Fair value was estimated for each  reporting  unit,  within  EuroTrust,
using the expected  present  value of  discounted  future cash flows the unit is
expected to generate over its remaining  life. When making these  estimates,  we
were  required to make  estimates of future  operating  trends and  judgments on
discount  rates and other  variables.  Actual  future  results and other assumed
variables could differ from these estimates. The discount rates used ranged from
14 to 16 percent and the terminal values were estimated based on terminal growth
rates of 2 percent. The assumptions  supporting the estimated future cash flows,
including the discount rate and estimated terminal values,  reflect management's
best estimates.


                                      F-24
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         The Company  attributes the impairment  losses to the  deterioration in
the  market  value of  EuroTrust  since  January 1, 2002,  the  current  general
economic  environment  and  current  market  situation,   All  of  the  goodwill
impairment  relates to the Internet  services  segment and the most  significant
single  element of this write down relates to goodwill  recognized in connection
with the purchase of Alphasys SAS in January 2002 of DKK 33.2 million. (See Note
7).

         During 2001,  the Company  performed an impairment  tests in accordance
with APB Opinion 17 and SFAS No. 121 and  recorded an  impairment  charge of DKK
53.7  million;  DKK 36.2 million  thereof is included in the  Internet  services
segment and DKK 17.5 million is included in the  Broadcast  media  segment.  The
impairment  is a result  of a  change  in the  Company's  strategy  and  results
realized on the investments

6.       LICENSE RIGHTS AND OTHER INTANGIBLES, NET

License rights and other intangible fixed assets are classified as definite life
intangible assets and consisted of the following:

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                    --------------------------------
                                                                         2002             2003
                                                                    ----------------  --------------
<S>                                                                          <C>            <C>
Definite Life Intangible Assets:
         Software licensing rights                                            78,403         52,540
         Other intangible fixed assets                                         7,314          5,816
                                                                    ----------------  --------------

                                                                              85,717         58,356
                           Less accumulated amortization                    (84,172)       (57,256)
                                                                    ----------------  --------------

Net definite life intangible assets                                            1,545          1,100
                                                                    ================  ==============

Amortization expense                                                         (9,727)          (445)
Weighted average amortization period                                    5 Years         5 Years
</TABLE>

         Estimated  future  amortization  expenses  related  to rights and other
intangibles  at December  31,  2003 is as follows:  DKK 300 in each of the years
2004, 2005 and 2006 and DKK 200 in 2007.

7.       BUSINESS COMBINATIONS

         ACQUISITIONS DURING 2003

         On December 31, 2003,  EuroTrust  A/S  purchased  the  remaining 15% of
Europe-Visions   A/S   (formerly   Euro909Media   A/S),   from  Parken  Sport  &
Entertainment  thereby  becoming  the 100%  owner  of  Europe-Visions  A/S.  The
purchase  price  exceeded the fair market value of net assets of  Europe-Visions
acquired by approximately DKK 2.9 million, which was recorded as goodwill.


                                      F-25
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         ACQUISITIONS DURING 2002)

         ALPHASYS SAS

         As of January 2002, the Company acquired 100% of the French IT-security
company  Alphasys  SAS,  for a cash  consideration  of DKK  40.2  million.  This
consideration  was subsequently  reduced by DKK 5,057 after a loss guarantee was
negotiated and a refund paid by the vendor of Alphasys SAS in June 2002.

         Alphasys was purchased from Synerco ApS, a Danish  company,  also known
as Venture 2000. Peter Forchhammer is a majority  shareholder of Synerco ApS and
was one of the  original  founders  of  EuroTrust  in 1985  and is  currently  a
shareholder in EuroTrust.

         The total purchase price has been allocated to the assets  acquired and
the  liabilities  assumed on the acquisition  date. In the provisional  purchase
price  allocation  goodwill of DKK 33.2 million was recorded in connection  with
this  acquisition,  which forms part of The Company's  Internet Security Product
and Services Segment.  The results of these operations have been consolidated in
the Company's financial statements since January 21, 2002.

         As of December 31, 2002,  following  an  assessment  of the current and
future performance of the Alphasys  business,  we tested the goodwill arising on
this  acquisition  for  impairment.  As a result of this test we wrote  down the
carrying value of the goodwill from DKK 33.2 million to zero. The tangible fixed
assets  acquired  were also written down to zero as a result of this  impairment
test.

         EUROTRUST NETVAULTING A/S (FORMERLY WISEHOUSE A/S)

         As of December 31, 2002 Medani A/S exercised the written  option issued
at the time of the  Company's  purchase of an 85% equity  interest in  EuroTrust
NetVaulting  A/S to sell  its  remaining  equity  interest  of 15% in  EuroTrust
NetVaulting  A/S to the company.  The  consideration  comprised  134,083  ADR's,
valued at DKK 5,000. The share purchase was made in accordance with the terms of
a shareholder  agreement with the minority shareholder Medani A/S. The EuroTrust
ADR's issued to Medani A/S in this transaction were purchased from a shareholder
who had  purchased  the shares in the  market,  at the  request of the  Company,
during the period  August  2002 to  November  2002.  The shares were sold to the
Company at the same price that the  shareholder  had paid in the market  with an
additional 1% to cover transaction  costs. The shareholder has been working as a
consultant to EuroTrust NetVaulting A/S.

         The Company  experienced a loss of DKK 4,923 with regard to this option
which is included within other (expenses)  income in the consolidated  statement
of  operations  as of  December  31,  2002.  The  difference  between the actual
purchase  price for the ADR's of DKK 4,575 and the fair  value of the  option of
DKK  5,000  has  been  included  within  other  (expenses)  income,  net  in the
consolidated statement of operations as a gain amounting to DKK 425.


                                      F-26
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         EUROTRUST SECURE HOSTING A/S

         As of  January 1, 2002,  we  combined  our  Digiweb  activity  with DHT
Hosting  ApS (a Danish  automated  hosting  company)  to form  EuroTrust  Secure
Hosting A/S, our secure web hosting subsidiary, in which we have a 75% ownership
interest.  DHT Hosting ApS has an option to sell its 25%  interest in  EuroTrust
Secure  Hosting  A/S to us in 2004 and  forward  at a price  based on the future
profitability of Hosting or for a minimum of DKK 2,500. In addition, DHT Hosting
ApS has an option to acquire an additional  10% of EuroTrust  Secure Hosting A/S
for a  price  of DKK 50 (at  par).  These  options  have  been  included  in the
financial statements at their respective fair values, resulting in an expense of
DKK 2,287 in 2002 which is included within other (expenses)  income,  net in the
consolidated statement of operations for the year ended December 31, 2002.

ACQUISITIONS DURING 2001

         EUROTRUST NETVAULTING A/S (FORMERLY WISEHOUSE A/S)

         As of August 31, 2001,  the Company  acquired 85% of the Danish  remote
back-up company,  EuroTrust  NetVaulting A/S, for a cash consideration of DKK 25
million. In addition, 1,000,000 stock options with an exercise price of USD 1.25
were also part of the consideration. The options vest based on the profitability
of  EuroTrust  NetVaulting  in 2002 and 2003.  These  options have not vested in
2002.  The stock  options  expire as of  September 1, 2004.  The purchase  price
exceeded the fair market value of net assets acquired by  approximately  DKK 6.3
million,  which was recorded as goodwill.  The results of these  operations have
been consolidated from August 31, 2001. The goodwill arising on this acquisition
has been fully written off during 2002.

         As part of the shareholder  agreement signed on August 29, 2001, Medani
A/S received an option to sell at any time within two years after the  signature
of the  shareholder  agreement its 15% interest in EuroTrust  NetVaulting A/S to
the  Company  for a price  of DKK  5,000,  to be paid in a  variable  number  of
EuroTrust A/S shares, based on the fair value of such shares subject to a cap of
US$2.00 per share. In addition,  EuroTrust received an option to purchase Medani
A/S's  remaining  15%  interest  within  two years  after the  signature  of the
shareholder  agreement,  again  for a fixed  price  of DKK  5,000  to be paid in
EuroTrust A/S shares according to the same formula.

         The total purchase price has been allocated to the assets  acquired and
the liabilities assumed based on their respective fair values on the acquisition
date.

         The following table  summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of acquisition (in DKK):

                                                August 31,2001
                                                --------------
Currents asset                                      37,018
Fixed assets                                         8,350
Goodwill                                             6,343
                                                    ------
Total assets acquired                               51,711
                                                    ======

Currents Liabilities                               (12,834
Long-term debt                                     (10,584)
Minority interest                                   (3,293)
                                                   -------
Total liabilities assumed                          (26,711)
                                                   -------
NET ASSETS ACQUIRED                                 25,000
                                                   =======

                                      F-27
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         NETNAME-SOLUTIONS.COM GmbH

         As part  of the  sale  of the  domain  name  registration  business  to
VeriSign,   the  Company  acquired  on  June  30,  2001  the  remaining  49%  of
Netname-Solutions.com  GmbH, a German company offering Internet services that it
did not already own. The  consideration  comprised DKK 219 in cash and DKK 2,267
in  shares.  The  total  consideration  exceeded  the  fair  value  of  the  net
liabilities assumed by DKK 4,095, which excess was recorded as goodwill. In July
2001, all shares in this investment were sold to VeriSign, see below.

The 51% investment in the Netname-Solution.com -Gmbh  was consolidated until the
date of sale.

DISPOSALS DURING 2003

         On November 30, 2003,  the Company sold the assets in its secure remote
back-up  business,  EuroTrust  NetVaulting  A/S,  to Munk IT. The  consideration
includes  a  10-year  royalty  agreement  on  future  sales  generated  from our
transferred customer base, and a lease of our TSM assets.

         On December  31,  2003,  the Company sold its 70% interest in EuroTrust
Sweden AB to  CEO/shareholder  (30% of  EuroTrust  Sweden - Klas Carlin) and our
previous CTO Tobias  Wahlgren for 1 DKK. All employment  liabilities  for Tobias
Wahlgren is in connection  with the  agreement  transferred  from  EuroTrust PKI
Services A/S to EuroTrust  Sweden AB.  EuroTrust Sweden AB had a negative equity
of approx.  DKK 1.4 million as of December 31, 2003. Due to the negative  equity
EuroTrust has given EuroTrust  Sweden AB the possibility for a loan of a maximum
of DKK 1.6 million  forward the period ending December 31, 2005. The loan can at
anytime be transferred into equity of a maximum of 25% in EuroTrust Sweden AB.

         On  December  31, 2003 we sold our  interest in Alphasys  for 1 DKK and
recognized a gain of  approximately  6,400 DKK gain on sale of  subsidiary.  The
company was taken under  liquidation  in October  2003.  Management  believes in
consultation  with it's French  attorney  no  liability  will be raised  against
EuroTrust A/S .

         On November 30, 2003 the Company  disposed of the operations and assets
of Realtime Security A/S for 400DKK resulting in the Company  recognizing a loss
of 520 DKK on the sale.

DISPOSALS DURING 2001

         In July 2001, the Company sold its domain name registration business to
VeriSign.  This sale includes the disposals of these  activities from Euro909.dk
A/S  and  the  disposals  of the  Company's  investments  in  Grona  Verket  AB,
Primaerdata AS, Euro909 France and NetName-Solutions.com GmbH. The consideration
for the sale to VeriSign  totalled DKK 210,687 in cash,  of which DKK 41,607 was
paid into an escrow account. Of this restricted cash, DKK 39,621 was received in
2002 and the  remaining  DKK 1,986 was  received  in 2003.  The sale to VeriSign
resulted in a gain of DKK 217,783 in 2001.


                                      F-28
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         In December 2001, the Company sold its investment in TV Bio+ and 15% of
its  investment in  Euro909Media  A/S for cash  consideration  of DKK 1 (DKK one
krone) and DKK 12 million,  respectively.  These sales resulted in a loss of DKK
4,596.

         In December  2001, the Company sold its Print and Online Media segment.
The disposal  included the disposal of All Media Holding A/S and its  subsidiary
Chili A/S. The  Company's  net  liability in All Media  Holding A/S totalled DKK
1,417. See Discontinued  operations.  The consideration for the Print and Online
Media segment  totalled DKK one in cash. In addition the company had to settle a
guarantee,   given  previously  to  Chili  A/S  for  supporting  their  business
development  resulting in an additional loss of DKK 1,762. The sale of the Print
and Online Media segment resulted in a loss of DKK 345.

8.       INVESTMENTS IN UNCONSOLIDATED COMPANIES

GBS A/S

     On January 1, 2001, the Company  acquired 40% of Global Business  Solutions
A/S, a consulting  company in Denmark.  The consideration  totalled DKK 1,694 in
shares. The total  consideration  exceeded the fair value of the Company's share
of the net  liabilities  of GBS A/S by DKK 2,313,  which  excess was recorded as
goodwill.  In addition,  130,000 stock options with an exercise  price of $1.625
were  also  granted  as  consideration.  The  options  vest if  Global  Business
Solutions A/S realizes a profit. These options vested in 2002, but have not been
exercised. The stock options expire as of January 31, 2004.

         During  2002 the Company  sold 30% of the shares in GBS A/S.  The sales
price was DKK one thousand in

cash.

         The  remaining   holding  of  10%,  which  is  included  in  long  term
investments,  was written down during the fourth quarter of 2002.  This amounted
to a charge of DKK 425.

         In 2003, as part of a severance  agreement  with our former COO,  Brain
Mertz  Pedersen,  the Company  invested  1.5 million DKK for a 25%  ownership of
Mediahuset Danmark ApS.

9.       FAIR VALUE OF FINANCIAL INSTRUMENTS

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

         The carrying  amount of cash,  cash  equivalents  and  restricted  cash
approximates  their fair value as of December 31, 2002 and 2003,  because of the
short maturity of those instruments.

ACCOUNTS RECEIVABLE,  RECEIVABLES FROM RELATED PARTIES, VAT RECEIVABLE AND OTHER
         RECEIVABLES  The carrying  amount of Accounts  receivable,  receivables
         from related parties, VAT receivable and

other receivables approximates their fair value as of December 31, 2002 and 2003
because of the expected short maturity of those instruments.

         Investment securities

         The fair values of investment  securities are estimated based on quoted
market prices for those or similar investments as of December 31, 2002 and 2003.


                                      F-29
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


LONG TERM INVESTMENTS

         For long-term  other  investments  for which there are no quoted market
prices, a reasonable  estimate of fair value as of December 31, 2002 and 2003 is
based on a review of the assumptions underlying the operating performance of the
privately held companies.

SHORT TERM DEBT

         The fair  value of the  Company's  short term debt is  estimated  as of
December 31, 2002 and 2003,  based on current  rates  offered to the Company for
debt of the same remaining maturities.

ACCOUNT PAYABLE AND ACCOUNTS PAYABLE, RELATED PARTIES

         The carrying amount of accounts  payable and accounts  payable -related
party  approximates fair value as of December 31, 2002 and 2003,  because of the
short maturity of those instruments.

LEASE OBLIGATIONS

         The fair value of the  Company's  lease  obligations  is  estimated  by
discounting the future cash flows at rates currently  offered to the Company for
debt of comparable maturities by the Company's bankers.

WRITTEN OPTIONS

         The fair  value as of  December  31,  2002 of the  written  put  option
included in the  shareholder  agreement in relation to EuroTrust  Secure Hosting
A/S, as described  in note 7, is  estimated by using a Black and Scholes  option
pricing model. The shareholder  agreement has been cancelled in 2003 in relation
to the sale of EuroTrust Secure Hosting A/S to Mondo A/S.

10.      DISCONTINUED OPERATIONS

         In  December  2001,  the  Company  decided  to dispose of its Print and
Online Media  Operations.  The operations  disposed of included the subsidiaries
All Media  Holding A/S and Chili A/S.  The  decision to dispose of the print and
online media segment was made in December 2001 and the sale was closed  December
22, 2001. There were no significant  operations between the measurement date and
the disposal date. The sales price was 1 DKK .

         In 2002 Telia A/S has  re-confirmed  its  exercise of its put option on
the 22.5% of the shares it owned in Chili A/S and  demanded  the  payment of the
DKK 6 million  exercise  price.  The Company has  recognized  a DKK 6,000 charge
relating to this liability within line item 'Net loss from discontinued Print/On
line Media  Division' in the  consolidated  statement of operations for the year
ended  December 31, 2002. The liability has been settled in 2003 by a payment of
DKK 3.4 million. The Company has recognized a DKK 2.6 million income relating to
the  settlement  of  this  liability   within  the  line  item  'Net  loss  from
Discontinued  Print/On  line Media  Division in the  consolidated  statement  of
operations for the year ended December 31, 2003.

11.      SHORT-TERM BORROWING AND LINE-OF-CREDIT

         Short-term  borrowing  from a bank is due on demand and consists of the
following (in DKK):


                                      F-30
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


                                                       DECEMBER 31,

                                                   2002          2003
                                                   ----          ----
Nordea                                                  809             0
                                                -----------   -----------
                                                        809             0
                                                ===========   ===========

         At December 31, 2003 the Company also has secured  lines-of-credit with
banks up to DKK 0.5 million,  of which DKK none had been drawn down at year-end.
Interest rates fluctuate with the market rates of the major banks.  The weighted
average  interest  rates as of  December  31,  2002 and 2003 were 7.0% and 6.0%,
respectively.

12.      LEASES

            The Company is obligated under leases covering inventories,  certain
machinery and equipment and automobiles  that expire at various dates during the
next five years.  At December  31, 2002 and 2003,  the gross amount of machinery
and equipment and  automobiles  and related  accumulated  depreciation  recorded
under capital leases and the amount of inventories subject to sale-and-leaseback
arrangements were as follows:

                                                               DECEMBER 31,
                                                               ------------
                                                           2002           2003

Machinery and equipment                                      6,219            0
Automobiles                                                    525            0
                                                         ---------    ---------

                                                             6,744            0

Less accumulated depreciation (including impairments)        6,744            0
                                                         ---------    ---------
                                                                 0            0
Inventories                                                  7,215        7,215
Less previously impaired                                     7,215        7,215
                                                         ---------    ---------
                                                                 0            0
                                                         =========    =========


         Depreciation  of  assets  held  under  capital  leases is  included  in
depreciation  expense.  Leased  machinery  and  equipment of DKK 5,287 was fully
impaired as part of the 2002 impairment of assets,  which expense is recorded in
amortization and write downs in the consolidated statement of operations. During
2003, the leased machinery and equipment was sold.

         In 2002 the Company  entered into a sale and lease back  agreement with
IBM regarding the company's  inventories of Tivoli licenses.  The lease payments
amount to DKK 3,706 per year and the agreement expires April 30, 2004. The lease
is secured by 15,000  Tivoli  licenses  During 2003 the Company  stopped  making
payments on the lease obligations due to disagreements  regarding the underlying
Tivoli Licenses; resulting in the lease obligation being in default according to
the terms of the lease  agreement.  The Company is currently in discussions with
IBM to resolve the underlying  disagreements  and  renegotiate  the terms of the
lease agreement.


                                      F-31
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         The Company also has several non-cancelable operating leases, primarily
for office space,  that expire over the next two years.  These leases  generally
contain  renewal  options  for one  year  and  require  the  Company  to pay all
executory  costs such as  maintenance  and insurance.  Expenses under  operating
leases,  amounted to DKK 6.1 million, DKK 3.4 million and DKK 1.8 million in the
years ended December 31, 2001, 2002 and 2003, respectively.

         Future  minimum lease payments under  non-cancelable  operating  leases
(with initial or remaining lease terms in excess of one year) and future minimum
capital lease payments,  primarily  relating to Tivoli licenses,  as of December
31, 2003 are:

<TABLE>
<CAPTION>
                                                                    CAPITAL         OPERATING
                                                                    LEASES            LEASES
                                                                  ------------    -------------

<S>                                                                      <C>              <C>
Year ending December 31:
    2004                                                                 1,184            1,317
    2005                                                                     0              291
    2006                                                                     0                0
                                                                  ------------    -------------

              Total minimum lease payments                               1,184            1,608
                                                                                  =============

Less amount representing interest (at rates ranging from 3.0% to
    10.0%)                                                                   8
                                                                  ------------

              Present value of net minimum capital lease payments        1,176
                                                                  ------------

Less current installments of obligations under capital leases            1,176
                                                                  ------------

              Obligations under capital leases, excluding
                current installments                                         0
                                                                  ============
</TABLE>

         At December 31, 2003 the Company has included  approximately DKK 3,839,
in accounts payable representing approximately DKK 3,744 in principal and DKK 95
in interest  relating to unpaid lease  commitment  on the capital  lease that is
default based on the terms of the lease. The Company is currently  attempting to
renegotiate the related lease agreement.

13.      RELATED PARTY TRANSACTIONS

         In the ordinary course of business,  EuroTrust  engages in transactions
with certain  entities and individuals that are considered to be related parties
as follows:.

MR ALDO PETERSEN

         On November 30, 2000,  we acquired 20% of Trust Italia SpA., an Italian
digital  security  company.  During 2001, the agreement for the  acquisition was
changed,  following investment in TrustItalia SpA by other parties, resulting in
an ownership in  TrustItalia of 15.7%  (242,000  shares) and


                                      F-32
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


an  additional  cash  consideration  of DKK  4,265.  The  cash  was paid to Aldo
Petersen,  the CEO of the  Company  who also  owned  2.6% of the shares of Trust
Italia SpA.

PARKEN SPORTS &  ENTERTAINMENT A/S

         Parken Sports &  Entertainment  A/S was a minority  owner of 15% of the
shares in  Europe-Visions  A/S (formerly  Euro909Media  A/S) until  December 31,
2003.  Aldo  Petersen was a member of the board of directors of Parken  Sports &
Entertainment  A/S until the end of December  2002 and  currently  holds  40,000
shares representing ownership of approximately 2% of the issued share capital of
Parken Sports & Entertainment.

         On November 29, 2001, the Company entered into an agreement with Parken
Sports & Entertainment A/S for pitch-side  advertising and corporate hospitality
at football  matches  involving FC  Copenhagen,  a team owned by Parken Sports &
Entertainment. The agreement is expires December 31, 2007.

                                                               DECEMBER 31,
                                                               ------------
                                                              2002        2003

Parken Sports & Entertainment A/S (Purchases)                    908      1,074
                                                           ==========  ========

Parken Sports & Entertainment A/S (Prepaid expenses)           3,280          0
                                                           ==========  ========

As of 31 December 2001 Aldo Petersen owed  EuroTrust A/S DKK 3,084  representing
the balance on his loan account  with the  company.  This loan account was fully
repaid during 2002.

VERISIGN INC

         VeriSign  is a  minority  shareholder  in  EuroTrust  A/S  (18%)  as of
December  31,  2003.  The  transactions  entered  into  during  the year and the
accounts  payable at the year end shown below are a result of  commercial  trade
with VeriSign. Current accounts with VeriSign are not carrying any interest.

                                                        DECEMBER 31,
                                                        ------------
                                                      2002         2003
                                                      ----         -----

VeriSign Inc. (Annual fees and royalties)              24,988        4,204
                                                   ===========  ===========

VeriSign Inc. (Accounts payable)                       12,833          477
                                                   ===========  ===========

         During 2001 the Company sold its domain name  registration  business to
VeriSign for a gross cash  consideration  of DKK 210,687.  During 2000 and 2001,
the Company originally had purchased rights from VeriSign for DKK 75,305,  which
allows the Company to sell VeriSign  products in a number of European  countries
(including Denmark,  Sweden, Norway, Finland,  Austria,  Switzerland and Italy).
During 2002 the balance on the amount  capitalized  for the rights  acquired was
written off due to the poor financial performance of the business.


                                      F-33
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         On April 1, 2004, the Company sold the Secure Socket Layer  certificate
assets of EuroTrust PKI to VeriSign. EuroTrust PKI, a wholly-owned subsidiary of
the  Company,  is the  operation  through  which the  Company  sells  Public Key
Infrastructure (PKI) Services, including VeriSign's SSL certificates and related
services in Austria, Switzerland, Finland, Norway, Sweden and Denmark. Under the
terms of the agreement,  VeriSign will pay the Company $8.5 million U.S. in cash
and assume the ongoing obligations of EuroTrust PKI SSL contracts.

Simultaneously  with  the  closing  of the  transaction  to sell the  assets  of
EuroTrust  PKI to VeriSign,  the Company  repurchased  2,748,720 of its ordinary
shares  (equivalent  to 458,120  American  Depository  Receipts or "ADRs")  from
VeriSign for  $1,136,138  U.S. The  repurchase  was  authorized by the Company's
shareholders.

NEMETH & SIGETTY A/S

         Mr.  Karoly  Laszlo Nemeth is the Chairman of the board of directors of
 EuroTrust  A/S and is also the joint  owner of Nemeth & Sigetty  A/S.  Nemeth &
 Sigetty A/S provided legal services to the Company during the three years ended
 December 31, 2003. For the years ended December 31, 2001,  2002 and 2003 Nemeth
 & Sigetty A/S has been paid DKK 1,083, DKK 1,115 and DKK 418, respectively. The
 total outstanding  payables due to Nemeth & Sigetty A/S as at December 31, 2002
 and December 31, 2003 were DKK 625 and DKK 0, respectively.

14.      INCOME TAXES

         The Company and each of its  subsidiaries  file separate tax returns in
their  country of  incorporation.  Deferred  income  taxes  reflect  the net tax
effects of  temporary  differences  between the  carrying  amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes.  Significant  components  of the  Company's  deferred  tax  assets and
liabilities as of December 31, 2002 and 2003 are as follows (in DKK):

                                                             DECEMBER 31,
                                                        -----------------------
                                                            2002         2003
                                                            ----         ----
DEFERRED TAX ASSETS
   Net operating loss carry forwards                         95,547     105,365
   Tax value of fixed assets in excess of book
     value of fixed assets                                   11,489       7,415

   Other temporary differences                                    0           0
   Deductible goodwill and intangible assets                 21,488       9,547
   Provisions                                                12,313      10,262
   Capital losses on shares                                   8,400           0
                                                        -----------------------
   Total deferred tax assets                                149,237     132,589
                                                                        -------
   Less: Valuation allowance                              (148,531)   (130.206)
                                                        -----------------------
   NET DEFERRED TAX ASSETS                                      706       2,383

Deferred tax liabilities                                          0           0

Total net deferred tax assets                                   706       2,383


                                      F-34
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         The  recognized  tax assets as of December 2002 and 2003 are related to
temporary  differences between the book and fiscal values of fixed assets in the
profitable  broadcasting  segment and for the company  EuroTrust  Secure Hosting
A/S.

         The Company  assessed the  realization of the deferred tax assets based
on available  evidence,  both positive and negative,  to determine whether it is
more  likely than not that all or a portion of the  deferred  tax assets will be
realized.  The  conclusion  as to whether it is more  likely  than not that some
portion  of these  assets  will not be  realized  takes into  consideration  the
following factors, among others:

         o Future  earnings  potential  determined  through  the use of internal
         forecasts

         o The carry forward period associated with the deferred tax assets and

         o The nature of the income that can be used to realize the deferred tax
         assets

         To the extent  that the Company  determines  it is more likely than not
that all or a  portion  of the  deferred  tax  assets  will not be  realized,  a
valuation allowance is recorded.

         The tax loss  carry-forwards  available  at December 31, 2003 and their
expiration years are as follows (in DKK):

    EXPIRATION YEAR               DENMARK    SWITZERLAND        TOTAL
    ---------------               -------    -----------        -----
   2004                            31,576                       31,576
   2005                            44,706                       44,706
   2006                            83,566                       83,566
   Indefinitely                   161,750         12,250       174,000
                                  -------         ------       -------

   Total                          321,598         12,250       333,848
                                  =======         ======       =======


         The  accumulated  tax loss carry  forwards  cannot be used by all group
companies as only a limited number of companies are jointly taxed.

         For  financial  reporting  purposes,  income  before income taxes is as
follows (in DKK):

                                                     DECEMBER 31,
                                         ----------------------------------

                                             2001        2002        2003
                                             ----        ----        ----

   Pretax income (loss):
      Denmark                                19,028   (268,422)       (995)
      Sweden                                      0     (2,844)           0
      France                                      0     (3,616)           0
      UK                                    (2,798)          45           0
      Switzerland                                 0     (3,081)     (9,169)
                                         ----------------------------------
                                             16,230   (277,918)    (10,164)
                                             ======   =========    ========

   Significant components of the provision for income taxes are:


                                      F-35
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


      Current:  Denmark                        (527)     (2,849)       (186)
                Others                             0           0           0
                                             -------   ---------     -------
                                               (527)     (2,849)       (186)
                                             -------   ---------     -------

      Deferred:  Denmark                         503         350       1,677
                 Others                            0           0           0
                                             -------   ---------     -------
                                                 503         350       1,677
                                             -------   ---------     -------
         Total:                                ( 24)     (2,499)       1,491
                                             =======    ========     =======



         The  reconciliation  of income tax computed at the Danish statutory tax
rate to income tax expense is:

<TABLE>
<CAPTION>
                                                                 2001       2002      2003
                                                                 ----       ----      ----
<S>                                                               <C>       <C>        <C>
Danish income tax rate........................................     30%       30%        30%
Non taxable gain on sold business                                (394%)       0%         0%
 Non deductible impairment charges                                108%     (10)%         0%
Change in valuation allowance on deferred tax assets..........    264%     (21)%        45%
Other items, net..............................................    (8)%        0%         0%
                                                                ------   ------     ------
Reported income tax expense...................................      0%      (1)%      (15)%
                                                                ======   ======     ======
</TABLE>


15.      SHAREHOLDERS' EQUITY

TREASURY SHARES

         During 2001 the Company decided to start a buy-back program of treasury
shares.  At  December  31,  2003  the  Company  had a total of  426,564  (not in
thousands)_treasury  shares.  During the period from  September 2002 to December
2002, a total of 92,400  shares were  purchased by a  shareholder  and were then
sold  back to the  Company  at the  same  price as that  originally  paid by the
shareholder.  During 2002 the Company  purchased an  additional  603,250 (not in
thousands)  treasury shares through its stockbroker.  The Company has not bought
any additional treasury shares in 2003.

         In 2001 the Company used treasury  shares in connection with a business
acquisition, see also note 7.

         In 2003 the Company  issued from  treasury  836,536 (not in  thousands)
treasury shares valued at DKK 1,088 (the market price of the common share on the
date issued from treasury) in connection  with a guarantee for equity  financing
in EuroTrust in the event of needed funding.  The guarantee  expired May 9, 2004
The DKK  1,088  has  been  recorded  as  interest  expense  in the  accompanying
financial statements..

2001 SHARE ISSUANCES

         During 2001 the Company  issued 6,306 common shares for cash in private
placements resulting in total proceeds to the Company of DKK 122,411.


                                      F-36
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         In 2001 the  Company  issued a total of 248  common  shares as  partial
consideration for a newly acquired businesses.

         During  2003 the  Company  issued  4,550,  common  shares for 6,290 DKK
received upon the exercise of stock options.

16.      EARNINGS PER SHARE

         Basic net (loss)  income per share is computed  by dividing  net (loss)
income  (numerator)  by the  weighted-average  number of shares of common  stock
outstanding during the period (denominator). Diluted net (loss) income per share
gives effect to stock  options  considered  to be potential  common  shares,  if
dilutive.  Potential  common shares consist of shares issuable upon the exercise
of stock options computed using the treasury stock method.

The following table presents the computation of basic and diluted average common
shares outstanding:

                                                    YEAR ENDED DECEMBER 31,

                                                  2001       2002        2003

Determination of basic and diluted shares:

Weighted-average shares outstanding
                                                  24,185     26,162     28,668
Potential common shares--dilutive stock
options                                              560         --         --

Basic and diluted average common shares
outstanding                                       24,745     26,162     28,668

In 2003, the Company excluded 816 weighted-average common share equivalents with
a  weighted-average  share price of $0.23 and in 2002,  the Company  excluded 83
weighted-average common share equivalents with a weighted-average share price of
$0.84 from the  potential  common  shares  because  their effect would have been
anti-dilutive.  Weighted-average  common share  equivalents do not include stock
options  with an exercise  price that  exceeded the average fair market value of
the Company's common stock for the period.

Subsequent  to the  year  ended  December  31,  2003  the  Company,  repurchased
2,748,720 of its ordinary shares in connection with the sale of assets of PKI to
VeriSign. See Note 24.

17.      STOCK OPTIONS

         STOCK OPTIONS

         2001 INCENTIVE OPTION PLAN


                                      F-37
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         During 2001, the Board authorized the grant and issue of 2,125,000 (not
in thousands)  options each to purchase one common share at various share prices
ranging from $1.05 to $1.71 to  employees  and  directors  of the  Company.  The
exercise price of the stock options was equal to the market price on the date of
grant. The stock options are exercisable  during the year of grant through their
expiration  dates ranging from August 31, 2003 to December 31, 2005. At December
31, 2003, 460,000 (not in thousands) options were outstanding.

         In addition  during 2001,  the Board  authorized the grant and issue of
45,000 (not in  thousands)  options each to purchase one common share at a price
of $1.09.  15,000 (not in thousands) of these options became  exercisable during
2002,  15,000 (not in thousands)  vest in 2003 and the  remainder  vest in 2004.
These options all expire on December 31, 2004.

         2002 INCENTIVE STOCK OPTION PLAN

         During 2002, the Board authorized the grant and issue of 2,483,545 (not
in  thousands)  stock options each to purchase one common share at various share
prices  ranging from $0.39 to $1.31 to employees  and  directors of the Company.
The  exercise  price of the options was equal to the market price on the date of
grant.  1,806,744  (not in  thousands)  of these  options  were  outstanding  at
December 31, 2003.  The stock options are  exercisable  during the year of grant
through their expiration dates ranging from March 31, 2004 to May 31, 2005.

         2003 INCENTIVE STOCK OPTION PLAN

During  2003,  the Board  authorized  the grant and issue of  7,912,500  (not in
thousands)  stock  options each to purchase  one common  share at various  share
prices  ranging from $0.20 to $0.48 to employees  and  directors of the Company.
The  exercise  price of the options was equal to the market price on the date of
grant.  Of these options  4,548,474  (not in thousands)  were exercised with the
remaining  3,364,026  (not in thousands)  outstanding  at December 31, 2003. The
stock options are exercisable  during the year of grant through their expiration
dates ranging from May 30, 2005 to February 3, 2008.

         A  summary  of  the  Company's  stock  option  activity,   and  related
information for the three years ended December 31, 2003 is as follows:

<TABLE>
<CAPTION>
                                            2001                         2002                         2003
                                                 WEIGHTED                     WEIGHTED                     WEIGHTED
                                     OPTIONS     AVERAGE         OPTIONS       AVERAGE         OPTIONS     AVERAGE
                                              EXERCISE PRICE                EXERCISE PRICE              EXERCISE PRICE
                                              --------------                --------------              --------------
<S>                                    <C>             <C>         <C>               <C>         <C>             <C>
   Outstanding, beginning of year      2,420           $2.76       4,335             $1.91       6,124           $1.32
   Granted                             2,170           $1.39       2,484             $0.82       7,912           $0.23
   Exercised                               0               0           0                 0       4,548           $0.21
   Forfeited                               0               0         100             $1.20       1,502           $0.99
   Expired                               255           $5.69         595             $3.50       2,310           $1.25
   Outstanding, end of year            4,335           $1.91       6,124             $1.32       5,676           $0.52
   Exercisable, end of year            3,266           $2.08       6,094             $1.32       5,661           $0.52
Weighted average fair value of
options granted during the year                        $1.37                         $0.60                       $1.07
</TABLE>


                                      F-38
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


      The following table summarizes information about stock options outstanding
as of December 31, 2003:

<TABLE>
<CAPTION>
                                            WEIGHTED-AVERAGE
         RANGE OF               SHARES         REMAINING        WEIGHTED-AVERAGE       SHARES     WEIGHTED-AVERAGE
     EXERCISE PRICES         OUTSTANDING    CONTRACTUAL LIFE     EXERCISE PRICE     EXERCISABLE    EXERCISE PRICE
     ---------------         -----------    ----------------    ----------------    -----------   ----------------
<S>                                <C>         <C>                   <C>                  <C>           <C>
      $0.20 - $0.25                2,824       4.2 years             $0.22                2,809         $0.22
      $0.41 - $0.48                  540       3.2 years             $0.44                  540         $0.44
      $0.39 - $0.55                  457       1.4 years             $0.55                  457         $0.55
      $0.78 - $1.09                1,355       1.3 years             $0.91                1,355         $0.91
      $1.12 - $1.78                  500       0.76 years            $1.26                  500         $1.26
          Total                    5,676          2.91               $0.52                5,661         $0.52
</TABLE>

         No  compensation  cost is  recognized  in  income  for any of the years
presented  above as the options can be  exercised at a price equal to or greater
than the price on the date of grant.

19.      PENSIONS

         During 2001,  2002 and 2003,  the company has  recognized  expenses for
defined  contribution  pension  agreements  with paid to pension  and  insurance
companies on behalf of employees totalling DKK 1.7 million,  DKK 1.5 million and
DKK 1.8  million,  respectively.  The  Company  has no  liability  beyond  their
contributions related to the pensions.

20.      NON-CASH FINANCING AND INVESTING ACTIVITIES

         Capital  lease  obligations  of DKK 8,069 and DKK 525 were  incurred in
2001 and 2002 respectively,  when the Company entered into leases for machinery,
equipment and  automobiles.  As of December 31, 2003 no obligations  relating to
machinery, equipment and automobiles were outstanding.

         In 2003 the Company issued from treasury,  836,536 shares of its common
stock in  connection  with a guarantee  for  committing  a private  Placement in
EuroTrust valid for 12 months.

         In 2002 the Company issued from treasury,  804,498 shares of its common
stock with a market  value of DKK 5,000 as  consideration  for the purchase of a
15% interest in the subsidiary EuroTrust NetVaulting A/S.

         In 2001  248,000  shares  of  common  stock at a price of DKK 3,962 and
treasury  stock  with a  market  value  of DKK  1,165  were  issued  as  partial
consideration for acquired businesses.

21.      COMMITMENTS

         The Company has entered into an agreement to pay minimum  royalties and
annual fees to VeriSign for first quarter 2004. The minimum royalties and annual
fees pursuant to these agreements  amount to  approximately  DKK 2,000 (US$328).
These commitments were amended in 1. quarter 2004.


                                      F-39
<PAGE>

                         EUROTRUST A/S AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


         The Company  issues product  guarantees in accordance  with Danish law,
normally covering the subscription period of services provided to customers. The
Company  has not  incurred  any costs in  fulfilling  these  guarantees  and the
Company  estimated  a  liability  of $0 for the  cost of such  guarantees  as of
December 31, 2002 and 2003.

22.      LITIGATION

         The Company has recorded a provision of DKK 1,000 for expenses relating
to an arbitration  court regarding the construction of our building located here
in Soeborg.  The constructor claims bills for extra work performed and EuroTrust
claim  compensation due to insufficient  work performed by the constructor.  The
result of the arbitration  court was a net payment to the constructor of approx.
DKK 1,000.

23.      SEGMENT REPORTING

The Company's  Chief  Operating  Decision-maker,  as defined in SFAS No. 131, is
considered  to  be  Aldo  Pedersen,   EuroTrust's   CEO.  The  Chief   Operating
Decision-maker  reviews  separate  consolidated  financial  information  for the
Internet  services  business  segment,  the broadcast media business segment and
prior to 2002  other  segments.  Each of the  Company's  business  segments  are
managed  separately  because  they offer and  distribute  distinct  services  to
different customer segments.  The Company therefore  considers that it has three
reportable  segments under SFAS 131 (i) Internet services,  (ii) broadcast media
and (iii) other.  The print and online media segment was disposed of in December
2001 and is, therefore, treated as a discontinued operation.

The Chief Operating Decision-maker evaluates performance and allocates resources
based on profit or loss from operations before interest, gains and losses on the
Company's investment portfolio, and income taxes. The accounting policies of the
reportable  segments  are  the  same  as  those  described  in  the  summary  of
significant  accounting policies.  It is the Company's policy that trade between
the segments is entered into on an arms-length basis.

         Reportable  segment  information  for each  geographical  and  business
segment  for  each of the  years  ended  December  31,  2001,  2002  and 2003 is
presented in the following tables:







                                      F-40
<PAGE>

                                  EUROTRUST A/S

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


<TABLE>
<CAPTION>
                            2001                  2002                  2003
                        DKK      %            DKK      %            DKK      %           USD

<S>                   <C>       <C>         <C>       <C>         <C>       <C>         <C>
Denmark (1)           100,016   66%         110,992   82%         133,397   80%         22,391
Norway                 19,117   13%           4,967    4%           8,278    5%          1,389
Sweden                 29,703   20%           2,874    2%           7,736    5%          1,299
France                  2,310    2%           9,636    7%           5,770    3%            969
Finland                     0    0%           2,763    2%           4,718    3%            792
Austria                     0    0%           1,884    1%           1,593    1%            267
Switzerland                 0    0%           2,673    2%           4,563    3%            766
Other                     768    1%               0    0%             356    0%             60
                    ---------------     -----------------      ----------------      ---------
                      151,914  100%         135,789  100%         166,411  100%         27,933
                    ---------------     -----------------      ----------------      ---------
</TABLE>


(1)      The amount for 2001 do not include  revenues  from the print and online
         media business  because that business was sold in 2001 and is reflected
         as loss from discontinued operations.

         The segmented data are as follows:



[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


                                      F-41
<PAGE>

                                  EUROTRUST A/S

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                              OTHERWISE INDICATED)


<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                           2001             2002           2003          2003
                                                       ------------  ---------------  ------------  ------------
                                                            DKK             DKK             DKK          USD

<S>                                                       <C>              <C>            <C>           <C>
INTERNET SERVICES:
Net revenue                                                  72,183           63,769        77,792       13,058
Operating expenses:
      Cost of sales                                          41,902           80,472        28,374        4,763
      Selling and marketing expenses                         59,126           39,299        33,696        5,656
      General and administrative expenses                    46,512           34,949        28,076        4,713
      Depreciation, amortization and write down              90,572          161,289         3,553          596
                                                       ------------  ---------------  ------------  ------------
      Total operating expenses                              238,112          316,009        93,699       15,728
                                                       ------------  ---------------  ------------  ------------
Operating income (loss)                                   (165,929)        (252,240)      (15,907)      (2,670)
                                                       ------------  ---------------  ------------  ------------
Capital expenditure                                         105,972            9,210         1,762          296
                                                       ------------  ---------------  ------------  ------------
Total assets                                                111,662           99,962        65,655       11,020
                                                       ------------  ---------------  ------------  ------------

BROADCAST MEDIA
Net revenue                                                  79,731           72,020        88,619       14,875
Operating expenses:
      Cost of sales                                          55,710           40,534        58,045        9,743
      Selling and marketing expenses                          8,980           10,150        12,085        2,028
      General and administrative expenses                    10,140            9,934        12,537        2,104
      Depreciation, amortization and write down              34,980            4,828         4,764          800
                                                       ------------  ---------------  ------------  ------------
      Total operating expenses                              109,810           65,446        87,431       14,676
                                                       ------------  ---------------  ------------  ------------
Operating income (loss)                                    (30,079)            6,574         1,188          199
                                                       ------------  ---------------  ------------  ------------
Capital expenditure                                          34,646            8,261        13,743        2,307
                                                       ------------  ---------------  ------------  ------------
Total assets                                                 56,555           68,255        75,190       12,621
                                                       ------------  ---------------  ------------  ------------

CONSOLIDATED
Net revenue                                                 151,914          135,789       166,411       27,933
Operating expenses:
      Cost of sales                                          97,612          121,006        86,418       14,506
      Selling and marketing expenses                         68,106           49,449        45,781        7,684
      General and administrative expenses                    56,652           44,883        40,614        6,817
      Depreciation, amortization and write down             125,552          166,117         8,317        1,396
                                                       ------------  ---------------  ------------  ------------
      Total operating expenses                              347,922          381,455       181,130       30,403
                                                       ------------  ---------------  ------------  ------------
Operating income (loss)                                   (196,008)        (245,666)      (14,719)      (2,470)
                                                       ------------  ---------------  ------------  ------------
Capital expenditure                                         140,618           17,471        15,505        2,603
                                                       ------------  ---------------  ------------  ------------
Total assets                                                445,611          168,217       140,845       23,641
                                                       ------------  ---------------  ------------  ------------
</TABLE>


               DKK amounts have been  converted  into US$ at an exchange rate of
               $1=DKK 5.9576.


                                      F-42
<PAGE>


24.      SUBSEQUENT EVENTS

         In January  2004,  the Company sold its hosting  subsidiary,  EuroTrust
Secure  Hosting  A/S, to Mondo A/S.  The  consideration  we received  includes a
3-years  royalty  agreement  on  future  sales  generated  from our  transferred
customer base.  The agreement  includes a minimum amount of DKK 7.1 million over
the 3-years period.

         In March  2004,  the  Company  through  its  wholly  owned  subsidiary,
Europe-Vision,  entered  into a new 3 year  agreement  to have TDC  Kabel TV A/S
continue  to  televise  our  dk4  channel.  The  agreement  extends  the 10 year
relationship between the two companies and means that TDC Kabel TV will continue
through dk4 to provide local content,  movies,  sports,  political  coverage and
cultural programming to its subscribers.

         On April 1, 2004, the Company sold the Secure Socket Layer  certificate
assets of EuroTrust PKI to VeriSign. EuroTrust PKI, a wholly-owned subsidiary of
the  Company,  is the  operation  through  which the  Company  sells  Public Key
Infrastructure (PKI) Services, including VeriSign's SSL certificates and related
services in Austria, Switzerland, Finland, Norway, Sweden and Denmark. Under the
terms of the agreement,  VeriSign will pay the Company $8.5 million U.S. in cash
and assume the ongoing obligations of EuroTrust PKI SSL contracts.

         Simultaneously  with the closing of the  transaction to sell the assets
of EuroTrust  PKI to  VeriSign,  the Company  repurchased  2,749 of its ordinary
shares (equivalent to 458 American  Depository Receipts or "ADRs") from VeriSign
for $1,136 U.S. The repurchase was authorized by the Company's shareholders.


                                      F-43

<PAGE>

                                INDEX TO EXHIBITS

                                    EXHIBITS

    1.1     Amended Articles of Association of the Registrant, as of December 6,
            2001 (1)

    1.2     Rules of Procedures of the Registrant, as amended (2)

    4.2     VeriSign International Affiliate Agreement between the Registrant
            and VeriSign, Inc., dated November 17, 2000 (1)(4)

    4.2(a)  Amendment No. 2 to the VeriSign International Affiliate Agreement
            between the Registrant and VeriSign, Inc., dated June 17, 2002(5)

    4.2(b)  Amendment No.3 to the VeriSign International Affiliate Agreement
            between the Registrant and VeriSign, Inc., dated February,
            2003(4)(5)

    4.3     Employment Agreement between the Registrant and Aldo Petersen,
            effective July, 2001(5)

    4.4     Employment Agreement between the Registrant and Soren Degn,
            effective in September 2003*

    8.1     List of the Subsidiaries of the Registrant *

    11.1    Code of Ethics*

    12.1    Chief Executive Officer Certification pursuant to Rule 13a-14(a) or
            Rule 15d-14(a).*

    12.2    Chief Financial Officer Certification pursuant to Rule 13a-14(a) or
            Rule 15d-14(a).*

    13.1    Chief Executive Officer Certification pursuant to Rule 13a-14(b) or
            Rule 15d-14(b) and 18 U.S.C. Section 1350.*

    13.2    Chief Financial Officer Certification pursuant to Rule 13a-14(b) or
            Rule 15d-14(b) and 18 U.S.C. Section 1350.*

-----------
* Included herewith.

(1)     Incorporated by reference to the Company's Annual Report on Form 20-F,
        filed on June 27, 2002.

(2)     Incorporated by reference to the original filing of the Registration
        Statement on Form F-1 (File No. 333-7092), filed on June 20, 1997.

(3)     Incorporated by reference to the Company's Annual Report on Form 20-F,
        filed on June 30, 1998.

(4)     Portions of this Exhibit, will be filed separately with the Commission
        in reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended, and the Registrant's request for confidential treatment.

(5)     Incorporated by reference to the Company's Annual Report on Form 20-F,
        filed on September 23, 2003.