As filed with the Securities and Exchange Commission on June 23, 2006

                       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, 2005

                                       OR

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

                                       OR

|_|  SHELL  COMPANY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

Date of event requiring this shell company report _________________________

       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                    (Jurisdiction of incorporation
          into English)                                  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   one  ordinary   share,
Section 15(d) of the Act:                  nominal  value DKK 7.50 per  ordinary
                                           share.


Indicate  the  number of  outstanding
shares  of  each  of  the   Company's
classes of capital or common stock as
of close of the period covered by the      Ordinary shares 5,826,232
annual report (December 31, 2005):         American Depositary Shares: 5,799,351

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.

                                 Yes |_| No |X|

If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.

                            Yes |_|     No |X|

Note - Checking the box above will not relieve any  registrant  required to file
reports  pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
from their obligations under those Sections.

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

                            Yes |X|      No |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):


Large accelerated filer |_|    Accelerated filer |_|   Non-accelerated filer |X|

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

                        Item 17 |_|      Item 18 |X|

If this is an annual report,  indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

                            Yes |_|      No |X|



<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

EXCHANGE RATE INFORMATION......................................................4

ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS................5

ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE..............................5

ITEM 3.   KEY INFORMATION......................................................5

ITEM 4.   INFORMATION ON THE COMPANY...........................................8

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS........................28

ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................41

ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...................47

ITEM 8.   FINANCIAL INFORMATION...............................................49

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

ITEM 10.  ADDITIONAL INFORMATION..............................................51

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....................................56

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

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

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT.....................57

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED.........57

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

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,  2005 into U.S.  dollars  at an  exchange  rate of $1.00 = DKK
6.3241,  which was the noon buying rate on December 31, 2005,  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, 2005, 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.  Such  statements  speak only as of the date hereof and are
subject to change.  We undertake no obligation to revise or update  publicly any
forward-looking  statements for any reason.  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, our ability to identify  new under
valued  opportunities  for investment or acquisition;  the potential  unforeseen
impact of product or service  offerings from  competitors;  our ability to raise
additional capital should it be required to finance our growth aspirations;  our
ability to negotiate appropriate strategic relationships; our ability to control
costs and expenses;  and general economic and political  conditions and specific
conditions  in the  markets  we  address  and the  factors  set forth  under the
headings  "Key  Information  - Risk  Factors"  (Item 4.C),  "Information  on the
Company" (Item 4) and "Operating and Financial Review and Prospects" (Item 5).

ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

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

                                       3
<PAGE>


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, 2001, 2002, 2003, 2004 and 2005 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 rateably 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.

        On May 19, 2005 our shareholders approved a one for six reverse split of
our ordinary  shares such that six ordinary  shares  nominal value DKK 1.25 were
combined into one ordinary share nominal value DKK 7.50 ("New Ordinary Shares").
In lieu of issuing a fraction of a New  Ordinary  Share,  we paid to each holder
the value thereof based upon the closing price of an ADS on the NASDAQ Small Cap
Market on May 19, 2005. All information contained in this annual report has been
presented as if such reverse stock split occurred as of January 1, 2001.

        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,
                                                                           -----------------------
                                                         2001       2002       2003       2004       2005       2005
                                                       --------   --------   --------   --------   --------   --------
                                                          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                                           151,914     92,028    109,822     91,036     94,652     14,967
      Total operating expenses                          347,922    161,000    116,269    110,759    118,405     18,723
                                                       --------   --------   --------   --------   --------   --------
      Operating loss                                   (196,008)   (68,972)    (6,447)   (19,723)   (23,753)    (3,756)
                                                       ========   ========   ========   ========   ========   ========
      Net (loss) income from
                 continuing operations                   18,165    (97,363)    (7,959)   (26,251)    (9,982)    (1,578)
                                                       ========   ========   ========   ========   ========   ========
      Net (loss) income from
                 discontinued operations                (10,460)  (185,985)     1,629     84,705      2,058        326
                                                       ========   ========   ========   ========   ========   ========

      Net (loss) income                                   7,705   (283,348)    (6,330)    58,454     (7,924)    (1,252)
                                                       ========   ========   ========   ========   ========   ========
      (Loss) Income from continuing operations
             per average common share, basic               4.50     (22.33)     (1.70)     (5.30)     (1.82)     (0.29)
                                                       ========   ========   ========   ========   ========   ========
      (Loss) Income from discontinued operations
             per average common share, basic              (2.58)    (42.66)      0.35      17.12       0.38       0.06
                                                       ========   ========   ========   ========   ========   ========
      Net (loss) income per average
             common share, basic                           1.92     (64.99)     (1.35)     11.82      (1.45)     (0.23)
                                                       ========   ========   ========   ========   ========   ========
      (Loss) Income from continuing operations
             per average common share, diluted             4.38     (22.33)     (1.70)     (4.99)     (1.82)     (0.29)
                                                       ========   ========   ========   ========   ========   ========
      (Loss) income from discontinued operations
             per average common share, diluted            (2.52)    (42.66)      0.35      16.09       0.38       0.06
                                                       ========   ========   ========   ========   ========   ========
      Net (loss) income per average common
             share diluted                                 1.86     (64.99)     (1.35)     11.10      (1.45)     (0.23)
                                                       ========   ========   ========   ========   ========   ========
      Weighted average number of common
             shares outstanding, basic                    4.030      4,360      4,671      4,947      5,478      5,478
                                                       ========   ========   ========   ========   ========   ========
      Weighted average number of common
             shares outstanding diluted                   4,124      4,360      4,671      5,266      5,478      5,478
                                                       ========   ========   ========   ========   ========   ========
</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 50.28; 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 3.06 and our diluted income
per common share would have been DKK 3.00.

                                       5
<PAGE>


<TABLE>
<CAPTION>
INTERNET SERVICES:
<S>                                                    <C>         <C>         <C>       <C>        <C>         <C>
      Revenue                                            72,183     20,008     21,203         23          0          0
      Total operating expenses                          238,112     95,554     28,838     14,478     10,280      1,626
                                                       --------   --------   --------   --------   --------   --------
      Operating loss                                   (165,929)   (75,546)    (7,635)   (14,455)   (10,280)    (1,626)
                                                       ========   ========   ========   ========   ========   ========


BROADCAST MEDIA:

      Revenue                                            79,731     72,020     88,619     91,013     94,652     14,967
      Total operating expenses                          109,810     65,446     87,431     96,281    108,125     17,097
                                                       --------   --------   --------   --------   --------   --------
      Operating income (loss)                           (30,079)     6,574      1,188     (5,268)   (13,473)    (2,130)
                                                       ========   ========   ========   ========   ========   ========

DISCONTINUED OPERATIONS, NET (LOSS) GAIN:               (10,460)  (179,985)    (8,420)     1,090          0          0
                                                       ========   ========   ========   ========   ========   ========


CONSOLIDATED BALANCE SHEET DATA:

                                                                               AS OF DECEMBER 31,
                                                                               ------------------
                                                         2001       2002       2003       2004       2005       2005
                                                       --------   --------   --------   --------   --------   --------
                                                          DKK      DKK        DKK        DKK        DKK        US$
                                                                                (IN THOUSANDS)

     Total assets                                       445,611    168,217    140,845    178,248    160,953     25,451
     Net assets                                         333,168     44,242     46,360    101,566    109,217     17,271
     Capital stock                                       34,006     34,006     39,693     38,312     43,697      6,910
     Working capital (deficit)                          137,256     (4,280)   (35,674)   (19,447)     5,158        817
     Number of ordinary shares outstanding                4,534      4,534      5,292      5,108      5,826      5,826
</TABLE>

We have never paid any dividends on our ordinary shares.


EXCHANGE RATE INFORMATION

        The exchange rate on June 12, 2006 (the latest practicable date) was DKK
5.9301 per $1.00.  The following table sets forth (i) the average  exchange rate
for the years  2001,  2002,  2003,  2004 and 2005  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.)

                                     AVERAGE
                                     -------

YEAR ENDED DECEMBER 31:
-----------------------

2001                                 DKK 8.3619
2002                                 DKK 7.8897
2003                                 DKK 6.5899
2004                                 DKK 5.9893
2005                                 DKK 6.0034

MONTH ENDED:                                          HIGH            LOW
------------                                          ----            ---

June 2006  (as of  June 12, 2006)                     DKK 5.9301      DKK 5.8201
May 2006                                              DKK 5.9221      DKK 5.7875
April 2006                                            DKK 6.1861      DKK 5.9510
March 2006                                            DKK 6.2619      DKK 6.1236
February 2006                                         DKK 6.2964      DKK 6.1732
January 2006                                          DKK 6.3082      DKK 6.0700
December 2005                                         DKK 6.3712      DKK 6.1982

                                       6
<PAGE>


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.

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.

OUR BUSINESS

        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. As of January 1, 2004, 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.  We sold our PKI services business to VeriSign,  Inc.
("VeriSign.")  on  April 1,  2004.  We sold  the  last of our  Internet  related
business,  our virus detection  software and services  business on September 30,
2004.

        As a result of these various  transactions,  subsequent to September 30,
2004 our business  consisted of our broadcast media division,  which owns dk4, a
Danish television  station and operates the television  production company Prime
Vision.

        The  proceeds  from our  divestitures  in 2004 allowed us to invest more
than $10 million U.S. in Prime Vision.  Prime Vision owned one of Europe's first
High  Definition  mobile   production  units,  five  fully  digitalized   mobile
production  units and two mobile  analog  production  units that we rebuilt into
digital units during 2005. We used these assets to produce  content both for our
own broadcast operations and for outside clients.

        In addition to our  television  production  operations,  we continued to
expand our media content  platforms in 2004.  Our original  television  channel,
dk4, increased its subscriber base to record levels. Late in 2004, we also added
a new speciality television channel, 4SPORT, to focus on coverage of both Danish
sports,  in cooperation with The Danish Sports  Association,  and  international
sporting events of particular interest to Danish fans.

                                       7
<PAGE>


        On November 29, 2005,  we entered into  agreements to acquire all of the
capital  stock of Aktiv  Gruppen  A/S, a Danish  company  which  operates in two
distinct lines of business,  namely the development and sale of residential real
estate projects in Denmark and Norway, and the operation of wind energy farms in
Germany. On April 17, 2006 we consummated our acquisition of Aktiv Gruppen.

        On May 4, 2006 we entered  into an  agreement to sell three of our seven
mobile television  production vans, our Prime Vision brand name and the external
customer base of Prime Vision.

        On June 2, 2006 we completed  the sale of our media  business by selling
all of the outstanding shares of Europe-Visions A/S to Tritel Investment, Inc.

        As a result of the sale of  Europe-Visions  A/S as of June 2, 2006,  our
business  consists of our property  development  operations  and our wind energy
operations.

B.      BUSINESS OVERVIEW

DESCRIPTION OF CONTINUING BUSINESS

REAL ESTATE DEVELOPMENT

        Our real  estate  development  segment,  through  various  wholly  owned
subsidiaries  and  corporate  joint  ventures,   primarily   develops  homeowner
condominiums,   complexes,   single   family  homes,   recreational   homes  and
multi-family  rental complexes  throughout  Denmark and Norway.  The development
occurs as we: 1) seek out  desirable  locations  for  property  development,  2)
acquire permission for resale of a finalized development project, 3) acquire the
land or options to purchase the land, 4) design the project in cooperation  with
outside architects and engineers,  5) acquire  governmental  permission to build
the project,  6) pre-sell  through local real estate agents a minimum  number of
units,  requiring purchasers to sign a binding sales contract and guarantee,  7)
construct the properties  through outside  construction  contractors and 8) sell
remaining units, if any.

        In order to minimize our potential exposure in this area we generally do
not begin  construction of each stage of the development  project until at least
75% of the  units  to be  developed  in that  stage  of the  project  have  been
contracted  for by  purchasers  who put down a small deposit and deliver to us a
bank guarantee for the remainder of the purchase price.

        We sell these units  primarily  through local real estate agents to whom
we pay a commission for each sale.

        Generally,  if we are  unable to obtain  contracts  for 75% of the units
within  a  designated  period  of time we will  return  the  deposits  and  bank
guarantees to the prospective  purchasers and will not begin  development of the
project.  Additionally,  in these instances if the land on which the project was
to be built was not owned by us,  but was  subject  to our  option,  we will not
exercise the option to acquire the land.

        Operating  under this  methodology  we  generally  do not  obligate  the
Company to incur  expenditures  for a particular  project  until we have assured
ourselves  that the revenue to be received in regard to the number of units that
have been pre-sold will cover  substantially all of our expenses associated with
the project.

        As of June 1, 2006 we have under development,  projects to construct 316
units in Denmark and 231 units in Norway. We expect to complete  construction of
these units over the next two years.

                                       8
<PAGE>


        We also have options to acquire land and/or own land for the development
of 2,473 units in Denmark and 1,400 units in Norway.

        We also own recreational property timeshare units in Helsingor,  Denmark
for resale and we own a 565 square meter office property in Koge,  Denmark which
is leased to third parties.

WIND ENERGY

        In June 2005, Aktiv Gruppen acquired six operating  windmills located in
windparks  in  Germany.  The  Company  also  holds a 25% equity  interest  in an
additional windmill in Germany. Each respective windmill or windpark has entered
into 20 year agreements with German electric utilities companies, to sell all of
the electricity  generated.  The agreements have fixed prices. The manufacturers
have agreed to operate the windparks at a fixed percentage of revenue.  When the
windmills were purchased the manufacturers guaranteed that they would be in full
operation for 97% of each year for the ten years after installation. The Company
has leased the land on which the  windparks  are  located  for 20 years with two
five year options to extend the lease.

        Aktiv  Gruppen  plans to  continue to expand  this  segment  through the
development and operation of windmill energy parks throughout  Europe,  where we
believe there is a strong  consumer and government  preference for renewable and
alternative  non-polluting  energy sources,  resulting in attractive  government
subsidies  and tax  benefits  from  accelerated  depreciation.  We  expect  this
political climate to persist in the near future.

        In May 2006 we entered into an agreement to acquire a 50.25% interest in
European Wind Farms A/S. European Wind Farms is currently developing wind energy
farms in Germany, Italy, Poland,  Bulgaria,  Lithuania and France. European Wind
Farms current  projects  will have an installed  capacity of  approximately  200
megawatts generating  approximately 400 million kilowatt hours of electric power
on a yearly  basis.  The wind farms  under  development  are all  expected to be
operational  within two  years.  European  Wind Farms is in the final  stages of
negotiations  for the project  rights to develop  additional  wind farms with an
installed capacity of 300 megawatts.

        Windmills  installed  in  countries  other  than  Germany  will not have
government fixed prices and therefore, the amount we receive for the sale of the
electricity  generated by the windmills is subject to the then prevailing market
price for  electricity.  However in these  countries  when the  windmill  begins
operation we will in some of the other countries be given a "green  certificate"
because the energy we generate is non-polluting. These certificates allow energy
companies to create a certain amount of pollution  from their energy  production
and therefore  these  certificates  can be sold to companies that produce energy
from  sources that are not  "non-polluting",  such as oil and coal. A market has
developed in Europe for the sale of these "green  certificates."  In determining
where and when to put up new windmills we will consider both the expected market
price of electricity and the value of the "green certificates."

        The  amounts of  electricity  that can be  generated  by a  windmill  is
dependent  upon the amount of wind at the specific site and therefore  before we
decide where to establish a wind farm we review existing historical wind studies
and, if necessary, commission our own wind measurement study.

        DESCRIPTION OF HISTORIC BUSINESS

        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

                                       9
<PAGE>


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 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 Danish digital satellite  television  service provider Canal
Digital A/S. 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
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.  In March 2004 we entered into a new agreement
with TDC on Cable extending our relationship to December 31, 2006. Late in 2004,
we also added a new speciality television channel,  4SPORT, to focus on coverage
of both Danish sports,  in cooperation with The Danish Sports  Association,  and
international sporting events of particular interest to Danish fans.

                DK4

        We acquired dk4 in October 1999. As of December 31, 2005,  approximately
44% 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  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.  Throughout 2005 PV
owned and  operated  seven large  mobile vans used in the  broadcasting  of

                                       10
<PAGE>


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 could 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 was 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

        We sold  the  remainder  of our  businesses  in  Internet  products  and
services division during 2004 through the sale of our PKI services business,  on
April 1,  2004,  and our virus  detection  software  and  services  business  on
September 30, 2004.  As a result,  subsequent to September 30, 2004 our business
consists of our broadcast  media division,  which owns dk4, a Danish  television
station and operates the television production company Prime Vision.

        The following is a description of the Internet  products and services we
provided through year 2004:

        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 offered the Scandinavian  business community an 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
offered 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.

        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.

                                       11
<PAGE>


        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 provided
the following VeriSign trusted Internet  infrastructure products and services in
Denmark, Norway, Sweden, Finland, Austria and Switzerland:

               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.

               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

                                       12
<PAGE>


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 was 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.

        Until  December  2003,  we also offered our  customers a number of other
internet security products, including 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.

        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 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


DISTRIBUTION OF SALES

        The  following  tables set out our  revenues by category  and region for
each of the years ended December 31, 2003, 2004 and 2005.

                                       13
<PAGE>


BREAKDOWN OF REVENUES BY

CATEGORY(1)

<TABLE>
<CAPTION>
                                             2003                     2004                    2005                    2005
                                    ----------------------   ----------------------   ---------------------   -------------------
                                      DKK       PERCENTAGE     DKK       PERCENTAGE     DKK      PERCENTAGE    US$     PERCENTAGE
                                    -------     ----------   -------     ----------   -------    ----------   -----    ----------
                                                                (CURRENCY AMOUNTS ARE IN THOUSANDS)
<S>                                 <C>             <C>       <C>             <C>     <C>            <C>      <C>           <C>

Internet services                    21,203          19%          23            0%         0           0%         0           0%
Broadcasting                         88,619          81%      91,013          100%    94,652         100%     14,967        100%
                                    --------    ---------    --------    ----------   -------    ---------    ------    ---------
                                    109,822         100%      91,036          100%    94,652         100%     14,967        100%
                                    --------    ---------    --------    ----------   -------    ---------    ------    ---------
</TABLE>

BREAKDOWN OF REVENUES BY GEOGRAPHIC MARKET(1)

                   2003                 2004                   2005
               DKK       %          DKK      %           DKK     %         USD
             -------   -----       ------   ---        ------   ---      ------
Denmark      109,000   99.2%       84,510   93%        86,784   92%      13,723
Norway           417    0.4%            -    0%             -    -%           -
Sweden           405    0.4%        6,526    7%         7,868    8%       1,244
            ------------------ ------------------- ------------------- ---------
             109,822    100%       91,036   100%       94,652   100%     14,967
            ------------------ ------------------- ------------------- ---------

                                       14
<PAGE>


SEASONALITY

        Our quarterly  operating results  typically  fluctuate with the seasons.
Construction of a customer's home typically proceeds after signing the agreement
of sale and can require 12 months or more to complete.  Weather-related problems
may occur in the late winter and early  spring,  delaying  starts or closings or
increasing costs and reducing profitability.  In addition, delays in opening new
communities or new sections of existing communities could have an adverse impact
on home sales and revenues.  Because of these factors,  our quarterly  operating
results may be uneven and may be marked by lower  revenues  and earnings in some
quarters  than in others.  In addition,  the  electricity  generated by our wind
parks is dependent upon the seasonal nature of the wind velocity in a particular
area.

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.

COMPETITION

        REAL ESTATE DEVELOPMENT

        We compete with many other  developers in Denmark and Norway in the sale
of residential  housing units.  Many of our competitors  have greater  resources
than we do  which  may  enable  them  to  obtain  better  parcels  of  land  for
development.  The sale of  residential  real  estate in  Denmark  and  Norway is
dependent to a large extent on the location of the  development and the purchase
price of the unit.

        WIND ENERGY

        We compete  with both other wind energy  companies  as well as companies
which generate  electricity from other sources both polluting and non-polluting.
Most of these companies have far greater resources then us.

        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.

                                       15
<PAGE>


GOVERNMENT REGULATION

        REAL ESTATE DEVELOPMENT

        Our real estate  development  business is subject to obtaining  numerous
national and local approvals and licenses in connection with our construction of
residential   units  and  to  our  compliance  with  various  zoning  and  other
regulations.

        WIND ENERGY

        Our wind  energy  business  is subject  to  obtaining  numerous  permits
regarding the construction of windmills and to various regulations regarding the
operation of the windmills.

        BROADCAST MEDIA

        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

        Our real  estate  units are  primarily  sold  through  local real estate
brokers to whom we pay a sales commission.

        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 STV,  Canal
Digital and Viasat in Sweden,  which is helpful for marketing the  capability of
Prime Vision.

C.      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.

                                       16
<PAGE>


        RISK FACTORS ASSOCIATED WITH CONTINUING BUSINESS

AN ADVERSE CHANGE IN ECONOMIC  CONDITIONS COULD REDUCE THE DEMAND FOR HOMES AND,
AS A RESULT, COULD REDUCE OUR EARNINGS.

        Changes in economic  conditions in Denmark and Norway,  as well as local
economic  conditions  where we  conduct  our  operations  and where  prospective
purchasers  of our homes  live,  can have a  negative  impact  on our  business.
Adverse changes in employment levels, job growth, consumer confidence,  interest
rates and population  growth may reduce demand and depress prices for our homes.
This, in turn, can reduce our earnings.

THE PROPERTY  DEVELOPMENT INDUSTRY IS HIGHLY COMPETITIVE AND, IF OTHERS ARE MORE
SUCCESSFUL, OUR BUSINESS COULD DECLINE.

        We operate in a very competitive environment,  which is characterized by
competition  from a number of other property  developers in each market in which
we operate. We compete with other property developers for land,  financing,  and
skilled  management  and labor  resources.  We also compete with the resale,  or
"previously owned," home market.  Increased competition could cause us to reduce
our prices.  An  oversupply  of homes  available for sale could also depress our
home prices and  adversely  affect our  operations.  If we are unable to compete
effectively in our markets, our business could decline.

IF LAND IS NOT  AVAILABLE AT  REASONABLE  PRICES,  OUR SALES AND EARNINGS  COULD
DECREASE.

        Our operations  depend on our ability to continue to obtain land for the
development of our residential  communities at reasonable prices. Changes in the
general  availability of land,  competition for available land,  availability of
financing to acquire land,  zoning  regulations  that limit housing  density and
other market  conditions may hurt our ability to obtain land for new residential
communities.   If  the  supply  of  land  appropriate  for  development  of  our
residential  communities  becomes more limited because of these factors,  or for
any other  reason,  the cost of land could  increase  and/or the number of homes
that we sell and build could be reduced.

GOVERNMENT  REGULATIONS  MAY DELAY THE START OR COMPLETION  OF OUR  COMMUNITIES,
INCREASE OUR EXPENSES OR LIMIT OUR PROPERTY DEVELOPMENT ACTIVITIES,  WHICH COULD
HAVE A NEGATIVE IMPACT ON OUR OPERATIONS.

        We must  obtain the  approval of numerous  governmental  authorities  in
connection with our development activities,  and these governmental  authorities
often have broad  discretion in exercising  their approval  authority.  We incur
substantial costs related to compliance with legal and regulatory  requirements.
Any  increase  in  legal  and  regulatory  requirements  may  cause  us to incur
substantial   additional  costs.   Various  statutes,   ordinances,   rules  and
regulations  concerning  building,  zoning,  sales and similar  matters apply to
and/or  affect  the  housing  industry.  This  governmental  regulation  affects
construction activities as well as sales activities, mortgage lending activities
and other dealings with consumers.

INCREASES IN TAXES OR  GOVERNMENT  FEES COULD  INCREASE  OUR COSTS,  AND ADVERSE
CHANGES IN TAX LAWS COULD REDUCE CUSTOMER DEMAND FOR OUR HOMES.

        Increases  in real estate  taxes and other local  government  fees could
increase our costs and have an adverse  effect on our  operations.  In addition,
increases  in local real  estate  taxes  could  adversely  affect our  potential
customers  who may consider  those costs in  determining  whether to make a home
purchase and decide, as a result, not to purchase one of our homes. In addition,
any changes in the income tax laws that


                                       17
<PAGE>


would reduce or eliminate tax  deductions or incentives to  homeowners,  such as
the proposed changes  limiting the  deductibility of interest on home mortgages,
could make housing less  affordable or otherwise  reduce the demand for housing,
which in turn could reduce our sales and hurt our operating results.

ADVERSE  WEATHER  CONDITIONS  AND  CONDITIONS IN NATURE BEYOND OUR CONTROL COULD
DISRUPT  THE  DEVELOPMENT  OF OUR  PROJECTS,  WHICH  COULD  HARM OUR  SALES  AND
EARNINGS.

        Adverse weather  conditions and natural  disasters,  such as, floods and
fires,  can have  serious  effects on our  ability to  develop  our  residential
communities. We also may be affected by unforeseen engineering, environmental or
geological  problems.  Any of these adverse events or circumstances  could cause
delays in the completion of, or increase the cost of,  developing one or more of
our residential communities and, as a result, could harm our sales and earnings.

PRODUCT  LIABILITY  LITIGATION  AND  WARRANTY  CLAIMS THAT ARISE IN THE ORDINARY
COURSE OF BUSINESS MAY BE COSTLY, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

        As a  homebuilder,  we are  subject  to  construction  defect  and  home
warranty  claims  arising in the ordinary  course of business.  These claims are
common in the homebuilding  industry and can be costly.  In many of our projects
we have an  indemnity  from our general  construction  contractor,  which covers
defects  for up to 10% of the cost of a  project  for the first  year  after the
construction  has been completed,  and for up to 2% of the cost of a project for
the next 4 years. We anticipate that this will cover any claims Therefore, we do
not carry an  additional  insurance,  which is costly and the amount of coverage
offered by insurance  companies is currently limited.  There can be no assurance
that the indemnity coverage we have from our general  contractors will cover all
defect and home warranty claims.  If claims exceed the amount of this indemnity,
we may experience losses that could hurt our financial results

IF OUR  POTENTIAL  CUSTOMERS  ARE NOT ABLE TO  OBTAIN  SUITABLE  FINANCING,  OUR
BUSINESS MAY DECLINE.

        Our business and  earnings  also depend on the ability of our  potential
customers to obtain  mortgages  for the purchase of our homes.  Increases in the
cost of home  mortgage  financing  could prevent our  potential  customers  from
purchasing our homes. In addition, where our potential customers must sell their
existing homes in order to buy a home from us, increases in mortgage costs could
prevent the buyers of our customers' existing homes from obtaining the mortgages
they  need to  complete  the  purchase,  which  could  result  in our  potential
customers'  inability to buy a home from us. If our  potential  customers or the
buyers  of our  customers'  current  homes  are  not  able  to  obtain  suitable
financing, our sales and revenues could decline.

IF WE ARE NOT ABLE TO OBTAIN SUITABLE FINANCING, OUR BUSINESS MAY DECLINE.

        Our business and earnings depend  substantially on our ability to obtain
financing for the  development of our  residential  communities and the purchase
and  installation of windmills If we are not able to obtain suitable  financing,
our  costs  could  increase  and our  revenues  could  decrease,  or we could be
precluded  from  continuing  our  operations  at current  levels.  Increases  in
interest rates can make it more difficult  and/or expensive for us to obtain the
funds we need to operate our business.

                                       18
<PAGE>


OUR  BUSINESS  IS  SEASONAL  IN  NATURE,  SO  OUR  QUARTERLY  OPERATING  RESULTS
FLUCTUATE.

        Our quarterly  operating results  typically  fluctuate with the seasons.
Construction of a customer's home typically proceeds after signing the agreement
of sale and can require 12 months or more to complete.  Weather-related problems
may occur in the late winter and early  spring,  delaying  starts or closings or
increasing costs and reducing profitability.  In addition, delays in opening new
communities or new sections of existing communities could have an adverse impact
on home sales and revenues.  Because of these factors,  our quarterly  operating
results may be uneven and may be marked by lower  revenues  and earnings in some
quarters  than in others.  In addition,  the  electricity  generated by our wind
parks is dependent upon the seasonal nature of the wind velocity in a particular
area.

THE AMOUNT OF ELECTRICITY  WE GENERATE FOR SALE IS ENTIRELY  DEPENDENT UPON WIND
VELOCITY.

        We  locate  our wind  parks in areas  where  studies  indicate  that the
historic  wind  velocity  is  sufficient  to  generate  such  minimum  amount of
electricity as in our judgment will generate a profit.  If wind patterns  change
and the  expected  minimum  wind  velocity  does not occur over our revenues and
profits may be materially adversely affected.

NEW TECHNOLOGIES MAY BECOME BETTER SOURCES OF CLEAN ENERGY.

        If new  technologies  for the  production  of clean  energy from sources
other than wind power are developed and these  technologies are to provide clean
energy more  efficiently and at lower prices than wind energy we may not be able
to sell the  electricity  we  generate  at a profit  which would have a material
adverse effect on our business.


        RISK FACTORS ASSOCIATED WITH HISTORIC BUSINESS

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, 2002 and
2003 and we incurred an  operating  loss in each of those years and for the year
ended  December 31, 2001 and 2004. For the year ended December 31, 2005 we had a
net loss of DKK 7.9 million  (approximately  $1.3  million).  As of December 31,
2005, we had an accumulated  deficit of DKK 465.3 million  (approximately  $73.6
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.

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:

                                       19
<PAGE>


    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;

    o   the non-renewal of our contract with TeleDanmark Kabel to carry dk4;

    o   the non-renewal of our contract with Canal Digital A/S to carry dk4;

    o   the   continued   interest  in  televising   live  sporting   events  in
        Scandinavia;

    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  products and services
        from which our royalties are based;

    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; and

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

        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 ADSs 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 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  to (iv) our  current  business  which  is made up of our TV  broadcast
channel  - dk4 and our TV  production  company  - Prime  Vision.  We have only a
limited  operating  history in this business on which you can base an evaluation
of our  current  business  and  prospects.  As such,  our current  business  and
prospects must be

                                       20
<PAGE>


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,  in 2001 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.  We
cannot assure you that we will successfully negotiate a renewal of our agreement
with  TeleDanmark  Kabel or Canal  Digital A/S. If we are unable to renew any of
the  agreements  the revenues  from our  broadcasting  business  would  decrease
significantly and the results of operations from our broadcasting business would
be materially and adversely affected.

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 1, 2005 we have  approximately  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.

        RISK  FACTORS  ASSOCIATED  WITH BOTH  CONTINUING  BUSINESS  AND HISTORIC
BUSINESS

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 our ability to generate  positive cash flow from  operations,  capital
expenditure requirements and acquisition

                                       21
<PAGE>


opportunities.  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 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,  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 all or a
        portion  of the  related  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   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.

                                       22
<PAGE>


RAPID  GROWTH  IN  OUR  BUSINESS  COULD  STRAIN  OUR  MANAGERIAL,   OPERATIONAL,
FINANCIAL,  ACCOUNTING AND INFORMATION SYSTEMS, 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.  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.

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

        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.  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,  and  other  key  employees  and on our  ability  to  attract,
integrates,  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  employee  that has signed an  employment  agreement is
Soren Degn, our Chief Financial Officer.  Under the agreement,  he can terminate
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.

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
declines and the

                                       23
<PAGE>


currencies of the countries in which we operate  appreciate or remain stable our
results from operations may be negatively affected.

WE ARE SUBJECT TO  INCREASED  U.S.  REGULATORY  REQUIREMENTS  IN OUR NEXT FISCAL
YEAR,  WHICH WILL  INCREASE  OUR COSTS AND POSE RISKS THAT THE VALUE OF OUR ADSS
COULD DECLINE IF WE FAIL TO TIMELY COMPLY.

        The value of our publicly  traded ADSs held by  non-affiliates  makes us
subject to the financial controls  certification  requirements of Section 404 of
the  Sarbanes-Oxley Act as of the end of our next fiscal year, June 30, 2007. We
will have to expend  significant  resources  to meet  this  requirement,  and we
cannot assure you that we will successfully achieve this objective by that date.
Failure to achieve  Section 404  certification  in a timely manner may adversely
effect investor  confidence in our Company and this lack of investor  confidence
may adversely effect the market price of our ADSs.

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 National 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 segments 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.  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.

                                       24
<PAGE>


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 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.

D.      ORGANIZATIONAL STRUCTURE OF THE COMPANY

        The  following  is a list as of December 31,  2005,  of our  significant
subsidiaries and their  jurisdiction of incorporation and our ownership interest
in those subsidiaries.

                                       COUNTRY OF              INTEREST
   SUBSIDIARY                        INCORPORATION             OWNERSHIP
   ----------                        -------------             ---------

   Europe-Visions A/S         (1)       Denmark       100.0% (Sold June 2, 2006)

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

    (1)     Formerly known as Euro909Media A/S


        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, 2005:

                                       COUNTRY OF              INTEREST
   SUBSIDIARY                        INCORPORATION             OWNERSHIP
   ----------                        -------------             ---------

   Ciac A/S                             Denmark                  100.0%
   Prime Vision A/S                     Denmark                  100.0%
   Arhustudiet A/S                      Denmark                  100.0%
   Publishing & Management ApS          Denmark                   51.0%
   TV Akademiet A/S                     Denmark                  100.0%
   Formedia A/S                         Denmark                  100.0%
   Mobile Broadcasting A/S              Denmark                  100.0%


        PROPERTY, PLANT AND EQUIPMENT

        On April 1, 2005, we sold our building located at Poppelgardvej 11-13 in
Soborg, Copenhagen to Lion Ejendomme ApS for DKK 20,000,000 in cash. At December
31, 2004 the net book value of the building was DKK 19,638,000. We lease approx.
85 square meters at Poppelgardvej 11-13 in Soborg, Copenhagen from Comendo A/S.

        For our broadcasting  media operations,  we lease 2,233 square meters in
Copenhagen, Denmark, and 1,152 square meters in Aarhus, Denmark. Furthermore, we
lease six apartments in Aarhus for a total of 724 square meters.

                                       25
<PAGE>


        For our Internet  services  operations,  until  February 2005, we leased
1,130  square  meters of floor  space in Aarhus,  Denmark,  for our remote  data
backup subsidiary,  EuroTrust Net Vaulting. We sublet approximately 1,049 square
meters of office  space in Aarhus to Munk IT,  Metro  Express  and Ewire.  These
subleases expired in the first quarter of 2005.

        The total aggregate annual lease costs were  approximately DKK 3,574,537
(not in thousands) for 2005. The operating leases are cancelable by both parties
through various times between three and six months.  We believe that the current
facilities  for our media  operations  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.

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 and January, 2004, 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 sold  our PKI  services  business  on April  1,  2004  and our  virus
detection software and services business on September 30, 2004.

        As a result of these various  transactions,  subsequent to September 30,
2004 our business  consists of our broadcast media  division,  which owns dk4, a
Danish television  station and operates the television  production company Prime
Vision.

        The  proceeds  from our  divestitures  in 2004 allowed us to invest more
than $10 million  U.S. in Prime  Vision.  Prime  Vision now owns one of Europe's
first High Definition mobile  production  units,  five fully digitalized  mobile
production  units  and two  mobile  analog  production  units  that we expect to
rebuild into digital units during 2005.  We use these assets to produce  content
both for our own broadcast operations and for outside clients.

        In addition to our  television  production  operations,  we continued to
expand our media content  platforms in 2004.  Our original  television  channel,
dk4, increased its subscriber base to record levels. Late in 2004, we also added
a new speciality television channel, 4SPORT, to focus on coverage of both Danish
sports,  in cooperation with The Danish Sports  Association,  and  international
sporting events of particular interest to Danish fans.

                                       26
<PAGE>


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 customer,  industry or geographic  region.  At December 31, 2005 we have two
customers  who  account  for  approximately  21%  and  20%  of  our  outstanding
receivables.  If we are  unable to  collect  these  receivables  it would have a
significant  negative  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.

                                       27
<PAGE>


                VALUATION OF LONG-LIVED ASSETS

        Our long-lived assets totaled DKK 67.1 million, as of December 31, 2005,
which consist  primarily of 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.  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 no  impairment  charge in the years ended  December 31, 2004
and December 31, 2005.

        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,  2005,  we had DKK 24.56  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

                                       28
<PAGE>


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.

        For the year ended  December  31,  2004  based on our annual  impairment
assessment of goodwill,  there were impairment  charges of DKK 965 thousand.  No
impairment charge was recorded for the year ended December 31, 2005.

        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 113.9 million
and DKK 105.3 million  respectively,  as of December 31, 2005 resulting in a net
deferred tax asset of DKK 8.6 million.

         See Note 13 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, 2005 COMPARED WITH YEAR ENDED DECEMBER 31, 2004

        Net revenue for the year ended  December 31, 2005 was DKK 94.7  million,
an increase of DKK 3.7 million, or 4.0%, compared to revenue of DKK 91.0 million
for the year ended December 31, 2004. The table below compares  revenue for both
years on a segment-by-segment basis.

                             ----------------------  ------------------------
                                    REVENUE            VALUE     PERCENTAGE
                                                     INCREASE     INCREASE
                                2005       2004      (DECREASE)  (DECREASE)

                             ----------- ----------  ----------  ------------
                                         (IN MILLIONS OF DKK)


   Internet services                  0         23        (23)      (100.0%)
   Broadcast media               94,652     91,013       3,639          4.0%
                             ----------- ----------  ----------  ------------
   Total                         94,652     91,036       3,616          4.0%
                             ----------- ----------  ----------  ------------


        The  Internet  services  segment  showed a decrease in revenues  and the
broadcast media segment showed an increase in revenues.  The decrease in revenue
in our  Internet  services  segment  is  attributable  to the  sales  of all our
business  within that segment  through 2003 and 2004. 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, 2005 were DKK
118.4 million, a increase of DKK 7.6 million,  or 4.7%, from the total operating
expenses  of DKK 110.8  million  for the year  ended  December  31,  2004.  This
decrease is primarily  attributable 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.  The table below shows our operating
expenses by category on a segment-by segment basis.

                             --------------------  -------------------------
                                COST OF SALES        VALUE      PERCENTAGE
                                                    INCREASE     INCREASE
                               2005       2004     (DECREASE)   (DECREASE)

                             ---------  ---------  -----------  ------------
                                        (IN MILLIONS OF DKK)

   Internet Services                0          0            0          0.0%
   Broadcast media             68,806     60,349        8,457         14.0%
                             ---------  ---------  -----------  ------------
   Total                       68,806     60,349        8,457         14.0%
                             ---------  ---------  -----------  ------------

                             --------------------  ------------------------
                               SALES/MARKETING       VALUE      PERCENTAGE
                                                    INCREASE     INCREASE
                               2005       2004     (DECREASE)   (DECREASE)

                             ---------- ---------  -----------  -----------
                                        (IN MILLIONS OF DKK)


   Internet services             2,847     3,502        (655)      (18.7%)
   Broadcast media              14,302    14,225           77         0.5%
                             ---------- ---------  -----------  -----------
   Total                        17,149    17,727        (578)       (3.3%)
                             ---------- ---------  -----------  -----------

                                       30
<PAGE>


                             --------------------  ------------------------
                                  GENERAL/           VALUE      PERCENTAGE
                               ADMINISTRATION

                                                    INCREASE     INCREASE
                               2005       2004     (DECREASE)   (DECREASE)

                             ---------- ---------  -----------  -----------
                                        (IN MILLIONS OF DKK)


   Internet services             6,839     8,905      (2,066)      (23.2%)
   Broadcast media              13,916    12,638        1,278        10.1%
                             ---------- ---------  -----------  -----------
   Total                        20,755    21,543        (788)       (3.7%)
                             ---------- ---------  -----------  -----------

                             --------------------  ------------------------
                                DEPRECIATION         VALUE      PERCENTAGE
                                AMORTIZATION

                               AND WRITE DOWN

                                                    INCREASE     INCREASE
                               2005       2004     (DECREASE)   (DECREASE)

                             ---------- ---------  -----------  -----------
                                        (IN MILLIONS OF DKK)


   Internet Services               594     2,071      (1,477)      (71.3%)
   Broadcast media              11,101     9,069        2,032        22.4%
                             ---------- ---------  -----------  -----------
   Total                        11,695    11,140          555         5.0%
                             ---------- ---------  -----------  -----------


        In our  Internet  services  segment  the  operating  expenses  generally
decreased  due to our  continued  focus on lowering  expenses  generally in this
segment.

        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, 2005, the gross profit for our Internet
services  segment was DKK 0. For the year ended  December  31,  2004,  the gross
profit for our Internet  services  business was DKK 23 thousand,  or a margin of
100% of segment revenues.

        In the case of our broadcast  media  segment,  the gross profit for 2005
was DKK 25.8 million or 27.3% of segment  revenues while the gross profit margin
for 2004 was DKK 30.7 million,  or 33.7% of 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, 2005 our operating loss increased by DKK
4.1 million to DKK 23.8  million  compared to a loss of DKK 19.7 million for the
year ended December 31, 2004.

        The operating loss for our Internet  services  segment  decreased by DKK
4.3 million to DKK 10.3  million  compared to a loss of DKK 14.6 million for the
year ended December 31, 2004.

        For our broadcast  media  segment,  we incurred an operating loss of DKK
13.5 million compared to an operating loss of DKK 5.3 million for the year ended
December 31, 2004.  This decrease is  attributable  to the increase in operating
expenses due to our  increased  focus on further  developing  and  enhancing our
broadcast media business.

                                       31
<PAGE>


        For 2005, we had interest income of DKK 1.4 million and interest expense
of DKK 1.5 million.  For 2004,  interest income was DKK 0.3 million and interest
expense was DKK 1.2 million.  The increase in interest  income in 2005  reflects
the increase in our cash balances from the sale of our businesses.

        For  2005,  we had a net  foreign  exchange  income  of DKK 0.7  million
compared to a net foreign exchange loss of DKK 0.8 million in 2004.

        For 2004,  based on our review of the valuation of long term investments
and  marketable  securities  held at December  31,  2004,  we wrote down a total
amount of DKK 14.9 million. No write down was made in 2005.

        Our Net loss for the year ended  December 31, 2005  decreased to DKK 7.9
million compared to a Net income of DKK 58.5 million for the year ended December
31,  2004.  The  decrease  in our Net income of DKK 66.4  million  is  primarily
attributable to one time gains from the sale of the Internet segment  businesses
in the  aggregate  of DKK 83.6  million  offset by a one time write down of long
term investments and marketable securities of DKK 14.9 million in 2004.

        YEAR ENDED DECEMBER 31, 2004 COMPARED WITH YEAR ENDED DECEMBER 31, 2003

        Net revenue for the year ended December 31, 2004 was DKK 91.0 million, a
decrease of DKK 18.8 million, or 17.1%, compared to revenue of DKK 109.8 million
for the year ended December 31, 2003. The table below compares  revenue for both
years on a segment-by-segment basis.

                                  REVENUE              AMOUNT OF    PERCENTAGE
                                                       INCREASE      INCREASE
                             2004         2003        (DECREASE)    (DECREASE)
                          ----------  -------------  ------------  -------------
                                        (IN THOUSANDS OF DKK)

Internet services               23       21,203        (21,180)        (99.9%)
Broadcast media             91,013       88,619           2,394           2.7%
TOTAL                       91,036      109,822        (18,786)        (17.1%)

        The  Internet  services  segment  showed a decrease in revenues  and the
broadcast media segment showed an increase in revenues.  The decrease in revenue
in our Internet  services segment is primarily  attributable to the sales of our
remote backup business as of December 1, 2003 and the sale of our secure hosting
business as of January 1, 2004.  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, 2004 were DKK
110.8 million, a decrease of DKK 5.5 million,  or 4.7%, from the total operating
expenses  of DKK 116.3  million  for the year  ended  December  31,  2003.  This
decrease is primarily attributable to decreases in Cost of sales and General and
administrative expenses, resulting primarily from the sales of the businesses in
our Internet services segment.  The table below shows our operating  expenses by
category on a segment-by segment basis.

                                       32
<PAGE>


                                 COST OF SALES         AMOUNT OF    PERCENTAGE
                                                       INCREASE      INCREASE
                              2004         2003       (DECREASE)    (DECREASE)
                           ----------  ------------  ------------  -------------
                                       (IN THOUSANDS OF DKK)

Internet services                 0        7,773       (7,773)        (100.0%)
Broadcast media              60,349       58,045        2,304           4.0%
                           ----------  ------------  ------------  -------------
TOTAL                        60,349       65,818       (5,469)         (8.3%)


                             SELLING AND MARKETING     AMOUNT OF    PERCENTAGE
                                                       INCREASE      INCREASE
                              2004         2003       (DECREASE)    (DECREASE)
                           ----------  ------------  ------------  -------------
                                       (IN THOUSANDS OF DKK)

Internet services             3,502        5,410       (1,908)        (35.3%)
Broadcast media              14,225       12,085        2,140          17.7%
                           ----------  ------------  ------------  -------------
TOTAL                        17,727       17,495          232           1.3%


                                  GENERAL AND          AMOUNT OF    PERCENTAGE
                                ADMINISTRATIVE         INCREASE      INCREASE
                              2004         2003       (DECREASE)    (DECREASE)
                           ----------  ------------  ------------  -------------
                                       (IN THOUSANDS OF DKK)

Internet services             8,905       14,344       (5,439)        (37.9%)
Broadcast media              12,638       12,537          101           0.8%
                           ----------  ------------  ------------  -------------
TOTAL                        21,543       26,881       (5,338)        (19.9%)


                                DEPRECIATION,
                                AMORTIZATION           AMOUNT OF    PERCENTAGE
                               AND WRITE DOWN          INCREASE      INCREASE
                              2004         2003       (DECREASE)    (DECREASE)
                           ----------  ------------  ------------  -------------
                                        (IN THOUSANDS OF DKK)

Internet services             2,071        1,311          760         (58.0%)
Broadcast media               9,069        4,764        4,305          90.4%
                           ----------  ------------  ------------  -------------
TOTAL                        11,140        6,075        5,065          83.4%

        In our  Internet  services  segment  the  operating  expenses  generally
decreased  due to our  continued  focus on lowering  expenses  generally and the
significant  cost  reduction  from the  divestiture  of the  businesses  in this
segment.

        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.

                                       33
<PAGE>


        For the year ended  December 31, 2004, the gross profit for our Internet
services segment was DKK 23 thousand,  or a margin of 100% of segment  revenues.
For the year ended December 31, 2003, the gross profit for our Internet services
business was DKK 13.4 million, or a margin of 63.3% of segment revenues.

        In the case of our broadcast  media  segment,  the gross profit for 2004
was DKK 30.7 million, or 33.7% of segment revenues while the gross profit margin
for 2003 was DKK 30.6 million,  or 34.5% of 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, 2004 our operating loss increased by DKK
13.3 million to DKK 19.7  million  compared to a loss of DKK 6.5 million for the
year ended December 31, 2003.

        The operating loss for our Internet  services  segment  increased by DKK
6.9  million to DKK 14.5  million  compared to a loss of DKK 7.6 million for the
year ended  December 31, 2003.  This increase is primarily  attributable  to the
decrease in revenues due to the divestiture of the businesses in this segment.

        For our broadcast  media  segment,  we incurred an operating loss of DKK
5.3  million  compared  to an  operating  income of DKK 1.2 million for the year
ended  December  31,  2003.  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 2004, we had interest income of DKK 0.3 million and interest expense
of DKK 1.2 million.  For 2003,  interest income was DKK 0.2 million and interest
expense was DKK 1.6 million.  The increase in interest  income in 2004  reflects
the increase in our cash balances from the sale of our businesses.  The decrease
in interest  expense in 2004  reflects a one time  guarantee  payment of DKK 1.1
million in 2003 not incurred in 2004.

        For  2004,  we had a net  foreign  exchange  (loss)  of DKK 0.8  million
compared to a net foreign exchange loss of DKK 1.8 million in 2003.

        For 2004,  based on our review of the valuation of long term investments
and  marketable  securities  held at December  31,  2004,  we wrote down a total
amount of DKK 14.9 million.

        Our Net income for the year ended  December  31, 2004  increased  to DKK
58.5  million  compared  to a Net loss of DKK 6.3  million  for the  year  ended
December  31,  2003.  The  increase  in our Net  income of DKK 64.8  million  is
primarily  attributable to one time gains from the sale of the Internet  segment
businesses in the aggregate of DKK 83.6 million  offset by a one time write down
of long term investments and marketable securities of DKK 14.9 million.

B.      LIQUIDITY AND CAPITAL RESOURCES

        Historically,  our primary cash needs have been for capital expenditures
and to  fund  operating  losses.  At  December  31,  2005,  our  cash  and  cash
equivalents  totaled  DKK 12.3  million  compared  to cash and cash  equivalents
totaling DKK 6.8 million at December 31, 2004. At December 31, 2005 the ratio of
current  assets  to  current  liabilities  was  1.12 to 1.  Our  current  assets
primarily  reflect our cash and cash  equivalents,  restricted cash and accounts
receivables.

                                       34
<PAGE>


        At December 31, 2005, we had secured lines of credit from banks totaling
DKK 12 million,  of which DKK 11.3 million have been drawn,  and an  outstanding
note  payable,  due in  September  2009,  in the  principal  amount of DKK 3.111
million  which  accrues  interest  at a rate of 5.5% per annum and is payable in
equal monthly  installments.  Interest on the secured lines of credit 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, 2004 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, 2005, cash used in operations (including
cash provided by discontinued  operations) was DKK 22.0 million  compared to DKK
10.7 million for the prior year, an increase of DKK 11.3  million.  The increase
is primarily due to a decrease in accounts payable in 2005 compared to 2004.

        For the year  ended  December  31,  2005,  cash  provided  by  investing
activities was DKK 3.4 million compared to cash provided by investing activities
of DKK 6.0 million for the prior year, a decrease of DKK 2.6 million.

        For the year  ended  December  31,  2005,  cash  provided  by  financing
activities  was  DKK  24.9  million  compared  to  cash  provided  by  financing
activities  of DKK 2.1  million  for the prior  year,  an  increase  of DKK 22.8
million. This increase is primarily due to a net change in restricted cash in of
10.7 and an increase in proceeds  from the issuance of common  shares of DKK 9.7
million.

        Our capital  expenditures  for the year ended December 31, 2005 were DKK
16.0 million.  These  expenditures  primarily relate to purchase of equipment in
our media segment.

        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
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)
------------------------------- ---------- --------- ----------- ---------------
                                                        LATER         TOTAL
 CONTRACTUAL OBLIGATIONS                      2006      YEARS      OBLIGATIONS
------------------------------- ---------- --------- ----------- ---------------

 Capital leases                               2,191     5,213         7,404
------------------------------- ---------- --------- ----------- ---------------

 Operating leases                             3,926     1,323         5,249
------------------------------- ---------- --------- ----------- ---------------

 TOTAL CONTRACTUAL
 OBLIGATIONS                                  6,117     6,536        12,653
------------------------------- ---------- --------- ----------- ---------------


        INFLATION

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

                                       35
<PAGE>


        IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

        In  December  2004,  the  FASB  issued  SFAS  No.  123(R),  "Share-Based
Payment".  This  Statement  revises SFAS No. 123,  "Accounting  for  Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees."

        SFAS  No.  123(R)  requires  that  the  compensation  cost  relating  to
share-based payment transactions be recognized in financial statements. The cost
will be measured based on the fair value of the instruments  issued. The Company
will be  required  to apply  SFAS No.  123(R) as of the first  fiscal  year that
begins after June 30, 2005. Accordingly,  The Company will adopt SFAS No. 123(R)
during the first quarter of fiscal 2006.  Management is currently evaluating the
impact SFAS No.  123(R) will have on the  Company's  results of  operations as a
result of adopting  this new  Standard.  Upon adopting SFAS 123(R) the Company's
income  will  decrease  as a result of the  additional  compensation  expense if
additional options are granted.

        In December  2004,  the FASB issued  Statement of  Financial  Accounting
Standard  ("SFAS") No. 153,  "Exchanges of Non-monetary  Assets." This Statement
amends  Opinion 29 to eliminate  the  exception  for  non-monetary  exchanges of
similar productive assets and replaces it with a general exception for exchanges
of  non-monetary  assets that do not have commercial  substance.  A non-monetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  The provisions of
this  Statement are  effective for  non-monetary  asset  exchanges  occurring in
fiscal periods beginning after June 15, 2005.  Earlier  application is permitted
for  non-monetary  asset exchanges  occurring in fiscal periods  beginning after
December  16,  2004.  The  provisions  of  this  Statement   should  be  applied
prospectively. The adoption of this pronouncement did not have a material effect
on the Company's financial statements.

        The  Emerging  Issues Task Force  ("EITF")  Issue  04-8,  "The Effect of
Contingently  Convertible  Instruments on Diluted  Earnings per Share." The EITF
reached  a  consensus  that  contingently  convertible   instruments,   such  as
contingently  convertible debt,  contingently  convertible  preferred stock, and
other such  securities  should be  included  in diluted  earnings  per share (if
dilutive)  regardless  of whether the market  price  trigger  has been met.  The
consensus is effective for reporting periods ending after December 15, 2004. The
adoption of this  pronouncement  did not have a material effect on the Company's
financial statements.

        In May 2005,  the FASB  issued FASB 154,  "Accounting  Changes and Error
Corrections,"  a  replacement  of APB Opinion No. 20 and FASB  statement  No. 3,
"Reporting  Accounting Changes in Interim Financial  Statements." This statement
changes the  requirements  for the  accounting  for and reporting of a change in
accounting  principle.  This  Statement  applies  to all  voluntary  changes  in
accounting  principle.  It also  applies to changes  required  by an  accounting
pronouncement  in the unusual instance that the  pronouncement  does not include
specific  transition   provisions.   When  a  pronouncement   includes  specific
transition  provisions,  those provisions should be followed.  This statement is
effective for accounting  changes and corrections of errors made in fiscal years
beginning after December 15, 2005.

        On September 28, 2005, the FASB ratified the following consensus reached
in EITF Issue 05-8 ("Income Tax Consequences of Issuing  Convertible Debt with a
Beneficial  Conversion  Feature"):  a) The issuance of  convertible  debt with a
beneficial  conversion  feature  results in a basis  difference in applying FASB
Statement of Financial  Accounting Standards SFAS No. 109, Accounting for Income
Taxes. Recognition of such a feature effectively creates a debt instrument and a
separate equity  instrument for book purposes,  whereas the convertible  debt is
treated entirely as a debt instrument for income tax purposes.  b) The resulting
basis difference should be deemed a temporary  difference because it will

                                       36
<PAGE>


result  in a  taxable  amount  when the  recorded  amount  of the  liability  is
recovered  or  settled.  c)  Recognition  of  deferred  taxes for the  temporary
difference  should be reported as an adjustment to additional  paid-in  capital.
This  consensus  is effective in the first  interim or annual  reporting  period
commencing after December 15, 2005, with early application permitted. The effect
of applying the  consensus  should be accounted  for  retroactively  to all debt
instruments  containing a beneficial conversion feature that are subject to EITF
Issue  00-27,  "Application  of  Issue  No.  98-5 to  Certain  Convertible  Debt
Instruments"   (and  thus  is  applicable  to  debt  instruments   converted  or
extinguished  in prior  periods but which are still  presented in the  financial
statements).  The  adoption  of this  pronouncement  is not  expected  to have a
material impact on the Company's financial statements.

        The Emerging Issues Task Force ("EITF")  reached a tentative  conclusion
on EITF Issue No. 05-1,  "Accounting  for the  Conversion of an Instrument  That
Becomes Convertible upon the Issuer's Exercise of a Call Option" that no gain or
loss should be recognized  upon the  conversion  of an  instrument  that becomes
convertible as a result of an issuer's exercise of a call option pursuant to the
original terms of the instrument.  The application of this  pronouncement is not
expected to have an impact on the Company's consolidated financial statements.

        In June 2005,  the FASB  ratified  EITF Issue No. 05-2,  "The Meaning of
'Conventional  Convertible Debt Instrument' in EITF Issue No. 00-19, 'Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock'" ("EITF No. 05-2"), which addresses when a convertible debt
instrument should be considered  'conventional'  for the purpose of applying the
guidance in EITF No. 00-19. EITF No. 05-2 also retained the exemption under EITF
No.  00-19.  EITF No. 05-2 is  effective  for new  instruments  entered into and
instruments  modified in periods  beginning after June 29, 2005. The Company has
applied  the  requirements  of EITF No. 05-2 since the  required  implementation
date. The adoption of this pronouncement did not have an impact on the Company's
consolidated financial statements.

        EITF Issue No.  05-4 "The  Effect of a  Liquidated  Damages  Clause on a
Freestanding  Financial Instrument Subject to EITF Issue No. 00-19,  'Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock'" ("EITF No. 05-4") addresses financial instruments, such as
stock  purchase  warrants,  which are accounted for under EITF 00-19 that may be
issued at the same time and in contemplation of a registration  rights agreement
that includes a liquidated  damages  clause.  The consensus of EITF No. 05-4 has
not  been  finalized.  The  Company  does  not  believe  the  adoption  of  this
pronouncement  will  have an  impact  on the  Company's  consolidated  financial
statements.

        In September  2005,  the FASB ratified EITF Issue No. 05-7,  "Accounting
for Modifications to Conversion Options Embedded in Debt Instruments and Related
Issues"  ("EITF  No.  05-7"),  which  addresses  whether  a  modification  to  a
conversion  option  that  changes  its fair value  affects  the  recognition  of
interest  expense for the associated debt instrument  after the modification and
whether a borrower should recognize a beneficial  conversion feature, not a debt
extinguishment,  if a debt  modification  increases the  intrinsic  value of the
debt.  EITF No.  05-7 is  effective  for the first  interim or annual  reporting
period  beginning  after  December  15,  2005.  The Company does not believe the
adoption of this pronouncement will have an impact on the Company's consolidated
financial statements.

                                       37
<PAGE>


        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

A.      DIRECTORS AND EXECUTIVE OFFICERS

        The following table sets forth, as of June 1, 2006, 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>
Bo Kristensen                           Chief Executive Officer of
  President, Chief                      EuroTrust A/S
  Executive Officer                     Poppelgaardvej 11-13
                                46      2860 Soeborg
                                        Denmark                                      May 2006

Soren Degn                              Chief Financial Officer of
  Chief Financial Officer...    37      EuroTrust A/S
                                        Poppelgaardvej 11-13
                                        2860 Soeborg                                September
                                        Denmark                                        2003

Erik Damgaard                           Private Investor
  Chairman of the Board.....    45      c/o EuroTrust A/S
                                        Poppelgaardvej 11-13
                                        2860 Soeborg
                                        Denmark                                   December 2005

Peter Juul                      43      Chief Executive Officer of Aktiv
  Director, Chief Executive             Gruppen Holding A/S and a Director of
  Officer of Aktiv Gruppen              EuroTrust A/S
  Holding A/S.............              Poppelgaardvej 11-13
                                        2860 Soeborg
                                        Denmark                                   December 2005

John J. Stuart, Jr.(1)(2)               Chief Financial Officer of
  Director..................    66      Irvine Sensors Corporation
                                        3001 Redhill Avenue
                                        Costa Mesa, CA 92626-4532
                                        USA                                         May 1998

Christian Rovsing (1)(2)                Management Consultant c/o EuroTrust A/S
  Director..................    69      Poppelgaardvej 11-13
                                        2860 Soeborg
                                        Denmark                                     May 2006
</TABLE>

                                       38
<PAGE>


<TABLE>
<CAPTION>
                                                                                 DATE BECAME A
     NAME AND POSITION          AGE       PRINCIPAL OCCUPATION AND ADDRESS       DIRECTOR/OFFICER
-----------------------------  ------  ----------------------------------------  ----------------
<S>                             <C>     <C>                                         <C>
Jan Berger(1)(2)                        Management Consultant
  Director................      63      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.

BO KRISTENSEN, PRESIDENT, CHIEF EXECUTIVE OFFICER

        Mr.  Kristensen has been our Chief Executive  Officer since May 2006. He
has been  affiliated as partner and responsible for economy and financing in the
subsidiary Aktiv Gruppen Holding A/S since 2001. Mr. Kristensen also serves as a
member of the board for several of our wholly owned subsidiaries. Mr. Kristensen
has  a  Graduate  Diploma  in  Economics  (Management   Accounting)  and  Higher
Commercial  Examination.  Mr. Kristensen is highly  experienced in both business
areas - Renewable Energy and Estate Development

SOREN DEGN, CHIEF FINANCIAL OFFICER

        Mr. Degn has been our Chief  Financial  Officer since September 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.

PETER JUUL, DIRECTOR, CHIEF EXECUTIVE OFFICER OF AKTIV GRUPPEN HOLDIng A/S

        Mr. Juul has been the Chief  Executive  Officer of Aktiv Gruppen Holding
A/S since  November 14, 2005. He was Chairman of the board of Aktiv Gruppen from
September 1, 2002 to November 14, 2005.  Prior to his becoming  Chief  Executive
Officer of Aktiv  Gruppen,  Mr.  Juul was a partner in the law firm of  Interlex
Advokater located in Arhus, Denmark.

ERIK DAMGAARD, Chairman of the Board of DIRECTORS

        Mr.  Damgaard  is  currently a private  investor.  From 2002 to 2004 Mr.
Damgaard was a software architect for Microsoft  Corporation.  Prior to 2002 Mr.
Damgaard was the  Technology  Officer of Navision A/S, a company which he helped
found. In 2002, Navision A/S was sold to Microsoft.

                                       39
<PAGE>


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 position of ISC's  treasurer and was  reappointed to this
position in November  1998.  Mr. Stuart holds a degree in Industrial  Management
from the Massachusetts Institute of Technology.

CHRISTIAN ROVSING, DIRECTOR

        Mr. Rovsing was a member of the European  Parliament from 1989-2004.  He
is currently  president or a board member of a number of companies active mainly
in the areas of space,  biotech and  telecommunications.  Mr. Rovsing received a
M.Sc. (electronics) from the Technical University of Denmark.

JAN BERGER, DIRECTOR

        Mr. Berger was elected to our Board of Directors in May 2003. 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
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, 2005 to our  directors  and senior  management  for services in all
capacities,  other than professional fees, totaled approximately DKK 2.6 million
(approximately  $411,000).  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 2005 totaled
approximately DKK 402,000 (approximately $64,000).

        We have an employment  agreement with Mr. Soren Degn our chief financial
officer  which  provides,  among  other  things,  for an  annual  salary  of DKK
1,080,000  and an annual  vacation  payment of DKK 50,000.  Also pursuant to the
Agreement, in May 2005 Mr. Degn was granted a 10 year option to purchase 112,500
ADSs at a price of DKK 4.75 per ADS (the market price of our ADSs on the date of
the grant).  Mr. Degn's  employment  agreement will initially expire on December
31, 2007.  However the agreement  will  automatically  be extended for unlimited
1-year  periods  unless we  provide  him with 2 years  advance  notice  that the
Company will not renew his employment.

                                       40
<PAGE>


        We had an employment  agreement  with Mr. Aldo Petersen our former chief
executive  officer which provided,  among other things,  for an annual salary of
DKK 1.8  million an annual  vacation  payment of DKK 50,000 and an annual  bonus
based upon the annual income of the Company.  This agreement expired on December
31, 2008. In connection with the acquisition of Aktiv Gruppen,  Mr. Petersen and
the  Company  agreed in  November,  2005  that his  employment  agreement  would
terminate  immediately  after the 2005 Annual  General  Meeting of the  Company,
which was held on May 24,  2006.  Mr.  Petersen  was paid DKK  1,000,000  by the
Company in exchange for his agreement to the early termination of his employment
agreement.

        OPTIONS

        Options that were granted pursuant to our stock option plan to the named
executive  officers during the year ended December 31, 2005 and are set forth in
the following table:

                           SECURITIES        EXERCISE
                           UNDERLYING          PRICE
        NAME                OPTIONS        PER SHARE ($)      EXPIRATION DATE
-----------------------  --------------  -----------------  --------------------
Aldo M. N. Petersen         225,000           4.75            April 30, 2015
Soren Degn                  112,500           4.75            April 30, 2015

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


        DIRECTOR COMPENSATION

        Directors are  reimbursed  for expenses  they incur in  connection  with
attending  meetings  of the  Board  of  Directors  and  committees  thereof.  We
periodically  grant options to our directors,  although the amount and timing of
those grants are  determined by the Board in its sole  discretion.  In addition,
our  independent  directors  are paid (U.S.) $5,000 per quarter for serving as a
director and receive  (U.S.)  $1,000 for each Board meeting which they attend in
person

C.      BOARD PRACTICES

        Our Board of Directors may consist of between  three and seven  members.
As of May  24,  2006,  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.

        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 our current directors
were elected or re-elected at the annual general meeting held on May 24, 2006.

        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.

        The citizenships of the directors are as follows:

                                       41
<PAGE>


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

        ERIK DAMGAARD                       Denmark
        PETER JUUL                          Denmark
        JOHN J. STUART, JR.                 United States
        JAN BERGER                          Norway
        CHRISTIAN ROVSING                   Denmark


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

        The Board has determined  that Messrs.  Berger,  Rovsing and Stuart meet
the standard for independent  directors as required by the listing  standards of
NASDAQ.

BOARD COMMITTEES

        Our  Board  of  Directors  has an  audit  committee  and a  compensation
committee.

         The audit  committee  reviews our financial  statements  and accounting
practices,  approves the  selection of the  Company's  independent  auditors and
meets and interacts with the independent auditors to discuss questions in regard
to the Company's financial reporting, reviews the results and scope of the audit
and other  services  provided  by our  independent  auditors,  and our  internal
controls.  The audit committee consists of Messrs.  Berger,  Rovsing and Stuart.
The Board has  determined  that Mr.  Stuart  is an  "audit  committee  financial
expert",  as defined under the rules promulgated by the United States Securities
and Exchange Commission.

        The compensation  committee makes recommendations to the Board regarding
remuneration  of  executive  officers  and  reviews our  compensation  plans and
policies.  The compensation  committee consists of Messrs.  Berger,  Rovsing and
Stuart.

        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 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.

                                       42
<PAGE>


        Insofar as  indemnification  for liabilities under the Securities Act of
1933, as amended,  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, 2005, we had 91 employees, a decrease of 10 employees
from the prior  year.  All of our  employees  are  located in  Denmark  (see the
following table.) This decrease is primarily  attributable to the selling of our
e-security  businesses.  The table below gives a breakdown of our  employees and
area of employment:

                                             Denmark          Total

             Sales and marketing                2               2
             Customer service and               0               0
             support
             Technical                          71             71
             Finance and administration         18             18
                                                --             --
                  Totals                        91             91
                                                ==             ==

        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 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.      The  following  table sets forth the  ownership  of our ordinary
shares by the individuals named in Item 6.A., as of June 9, 2006

                                  NUMBER ORDINARY
           NAME                 SHARES AND ADSS (1)      PERCENT (2)
---------------------------    ----------------------    -------------
Bo Kristensen                        3,400,000              10.20%
Erik Damgaard                        1,823,267               5.47%
Peter Juul                           2,820,000               8.46%
Soren Degn                               *                    *
John J. Stuart, Jr.                      *                    *
Christian Rovsing                        *                    *
Jan Berger                               *                    *
All officers and directors
   As a group (7 persons)            8,249,667(3)           24.47%

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

                                       43
<PAGE>


(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 June 9, 2006
     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)  As of June 9, 2006,  33,342,760  ordinary  shares are issued,  including no
     treasury shares.  Beneficial ownership  percentages are calculated based on
     33,342,760  ordinary  shares issued and  outstanding as of June 9, 2006. Of
     the  amount  issued,   28,580,878   ordinary  shares  have  been  deposited
     (represented  by 28,580,878  ADSs,  each  representing  one ordinary  share
     issued) under the Deposit Agreement with The Bank of New York.

(3)  Includes  95,000  ordinary  shares  underlying   exercisable   options  and
     warrants.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.      MAJOR SHAREHOLDERS

        The  following  table  sets forth  information,  as of June 9, 2006 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.

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

Erik Damgaard                                            1,823,267      5.47%
A,O, Holding ApS, controlled by Arne Olsen               3,756,550     11.27%
J,L,Invest Holding ApS, controlled by Jan Larsen         3,436,550     10.31%
Dansk Anlaegsinvest ApS, controlled by Bo Kristensen     3,400,000     10.20%
Volleshave Holding ApS, controlled by Peter Juul         2,820,000      8.46%
Peter Forchhammer                                        3,088,967      9.26%
Vind Energi Invest A/S                                   2,300,000      6.90%
                                                   ================  ===========
TOTAL                                                   20,625,334     61.86%
                                                   ================  ===========


-----------

(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 29, 2006 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.


          Our major shareholders do not have different voting rights. 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.

                                       44
<PAGE>


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:

VERISIGN INC

        VeriSign was a minority shareholder in EuroTrust A/S (approx, 18%) until
April 1, 2004.  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,
                                                      ---------------
                                                      2004       2005
                                                      ----       ----

                                                        2,082         --
VeriSign Inc, (Annual fees and royalties)           ========== ==========

VeriSign Inc, (Accounts payable)                           --         --
                                                    ========== ==========


        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  sold  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 paid the Company $8,5 million U,S, in cash and
assumed 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 458,120 (not in thousands) of
its ordinary  shares which is equivalent to 458,120 (Not in thousands)  American
Depository  Receipts or "ADRs" from VeriSign for $1,136 U.S. The  repurchase was
authorized by the Company's shareholders on May 28, 2003.

NEMETH & SIGETTY A/S

        Mr.,  Karoly Laszlo Nemeth was 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 each of the three
years ended  December 31, 2003,  2004 and 2005. For the years ended December 31,
2003, 2004 and 2005 Nemeth & Sigetty A/S has been paid, DKK 418, DKK 962 and DKK
142 respectively.  The total outstanding payables due to Nemeth & Sigetty A/S at
December 31, 2004 and December 31, 2005 were DKK 0 and DKK10, respectively.

C.      INTERESTS OF EXPERTS AND COUNSEL,

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

                                       45
<PAGE>


ITEM 8. FINANCIAL INFORMATION

A.      CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

        See Item 18,  "Financial  Statements" and pages F-1 through F-43 of this
report.

LEGAL PROCEEDINGS

        We recorded a provision in 2003 of DKK 1 million for  expenses  relating
to an arbitration  court  settlement  regarding the construction of our building
located  in  Soeborg,  Denmark.  The result of the  arbitration  court was a net
payment to the  contractor of  approximately  DKK 1 million.  The case was fully
settled in 2004.

        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

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  National
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 May 19, 2005 our  shareholders  approved a one
for six  reverse  split of our  ordinary  shares such that six  ordinary  shares
nominal value DKK 1,25 were  combined into one ordinary  share nominal value DKK
7,50  ("New  Ordinary  Shares").  Therefore,  each  ADS now  represents  one New
Ordinary Share.

        On  December,  31,  2005,  there  were  5,799,351  New ADSs  issued  and
outstanding  representing  5,799,351 ordinary shares. On June 1, 2006 there were
28,580,878  New ADSs issued and  outstanding  representing  28,580,878  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 or National
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.

                                       46
<PAGE>


                                       AMERICAN
                                      DEPOSITARY
                                        SHARES
                                        ------
                                    HIGH       LOW
                                    ----       ---

Year Ending December 31, 2001:    $28.500    $5.700

Year Ending December 31, 2002:      $8.52     $2.15

Year Ending December 31, 2003:      $5.02     $0.75

Year Ending December 31, 2004:

First Quarter                       $3.90     $2.21
Second Quarter                      $5.50     $3.36
Third Quarter                       $4.75     $4.06
Fourth Quarter                      $6.00     $4.40

Year Ending December 31, 2005:

First Quarter                       $6.00     $4.12
Second Quarter                      $6.51     $4.41
Third Quarter                       $6.97     $5.40
Fourth Quarter                     $12.01     $4.85

Month Ending:

June 2006 (as of June 12, 2006)    $16.52    $14.76
May 2006                           $18.45    $12.74
April 30, 2006                     $13.75    $12.50
March 31, 2006                     $13.65    $12.86
February 28, 2006                  $13.26    $10.11
January 31, 2006                   $11.86    $10.07
December 31, 2005                  $12.01    $6.590


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  National
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.

                                       47
<PAGE>


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 September 30, 2004,  we sold our Internet  security  division,  Virus
112, to Comendo A/S,  one of the largest  providers  of managed  anti-virus  and
anti-spam system solutions in Denmark, at a purchase price of approximately U.S.
$2.5 million.  The purchase price was paid to us in the following  manner:  U.S.
$700,000 in cash and U.S. $1.8 million 5-year, debenture bearing 6% interest. In
accordance  with the sale  agreement,  Comendo  agreed  to hire  the  Virus  112
employees and assume the employee obligations of Virus 112. In addition, Comendo
entered  into a 5-year lease for the portion of the  facility  then  occupied by
Virus 112.

        On April 1, 2004,  we sold our PKI  services  business to  VeriSign  and
terminated the international  affiliate agreement  ("Affiliate  Agreement") with
VeriSign  which we entered into on November 17, 2000 pursuant to which 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. Under the terms of the sale agreement, VeriSign paid us $8.5 million U.S.
in cash and assumed the ongoing obligations of EuroTrust PKI SSL contracts.

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

                                       48
<PAGE>


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 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

                                       49
<PAGE>


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.

        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

                                       50
<PAGE>


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 transfer or 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.

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.

                                       51
<PAGE>


        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,  2005,  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 2005 and  specifically  at December
31, 2005, we had no material foreign exchange contracts outstanding.

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.

                                       52
<PAGE>


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 July 15, 2006.

        c)      ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM, Not
applicable for fiscal years ending before July 15, 2006.

        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.

ITEM 16.        RESERVED

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 2004 and 2005, our principal accounting firm,
Gregory & Eldredge,  LLC, billed  aggregate fees of  approximately  $102,772 and
$102,555 respectively for the audit of our 2004 and 2005 financial statements.

        AUDIT-RELATED FEES

        None

                                       53
<PAGE>


        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.

ITEM 16D        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

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

NOT APPLICABLE

                                    PART III

ITEM 17.        FINANCIAL STATEMENTS

        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-43.

                                       54
<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)

    2.1     Employee and Director Subscription Option Plan (4)

    4.5     Form  of  Employment  Agreement  between  the  Registrant  and  Aldo
            Petersen, effective as of January 1, 2005 (4)

    4.6     Form of Employment  Agreement between the Registrant and Soren Degn,
            effective as of January 1, 2005 (4)

    8.1     List of the Subsidiaries of the Registrant *

    11.1    Code of Ethics (3)

    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) 2 and 18 U,S,C, Section 1350,*

-----------
* Included herewith,

(1)  Filed as an exhibit to the Company's  Annual Report on Form 20-F,  filed on
     June 27, 2002, and incorporated by reference herein.

(2)  Filed as an exhibit to the Company's  original  filing of the  Registration
     Statement  on Form F-1 (File No,  333-7092),  filed on June 20,  1997,  and
     incorporated by reference herein.

(3)  Filed as an exhibit to the Company's  Annual Report on Form 20-F,  filed on
     September 23, 2003, and incorporated by reference herein.

(4)  Filed as an exhibit to the Company's  Annual Report on Form 20-F,  filed on
     June 3, 2005, and incorporated by reference herein.

                                       55

<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 Soborg, Denmark.

                                        EUROTRUST A/S



Dated:  June 23, 2006                   By:  /s/ Bo Kristensen
                                           ------------------------------------
                                             Bo Kristensen
                                             Chief Executive Officer
                                             (Principal Executive Officer)

Dated:  June 23, 2006                   By:  /s/ Soren Degn
                                           ------------------------------------
                                             Soren Degn
                                             Chief Financial Officer
                                             (Principal Financial and Accounting
                                             Officer)



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


                                INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ...................  F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005 ..............  F-3
Consolidated Statements of Operations for the Years Ended
  December 31, 2003, 2004 and 2005 ........................................  F-5
Consolidated Statements of Shareholders' Equity for the Years Ended
  December 31, 2003, 2004 and 2005 ........................................  F-6
Consolidated Statements of Comprehensive Income (Loss)
  for the Years Ended December 31, 2003, 2004 and 2005.....................  F-7
Consolidated Statements of Cash Flows for the Years Ended December 31,
  2003, 2004 and 2005 .....................................................  F-8
Notes to Consolidated Financial Statements ................................  F-9

                                      F-1
<PAGE>


                   [GRAPHIC OMITTED]
                      4631 SO. SYCAMORE DR. o SALT LAKE CITY, UTAH 84117
                      (801) 277-2763 PHONE o (801) 277-6509

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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, 2004 and 2005 and the related
consolidated  statements  of  operations,  comprehensive  income,  shareholders'
equity and cash flows for the years ended December 31, 2003,  2004 and 2005. The
consolidated  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  standards  of the Public
Company Accounting Oversight Board 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.  The company was not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
controls over financial reporting.  Our audit included consideration of internal
controls over financial reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness of the company's  internal controls over financial
reporting. An audit includes examining, on a test basis, evidence supporting the
amounts  and  disclosures  in  the  financial  statements.   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,  2004  and  2005  and  the
consolidated  results  of its  operations  and its cash flows for the year ended
December 31, 2003,  2004 and 2005,  in  conformity  with  accounting  principles
generally accepted in the United States.

/s/ Gregory & Associates, LLC.

March 10, 2006, except for Note 24
  as to which the Date is June 2, 2006
Salt Lake City, Utah

                                      F-2
<PAGE>


                         EUROTRUST A/S AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

  (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA AND WHERE OTHERWISE INDICATED)

                                                              DECEMBER 31,
                                                              ------------
                                                        2004      2005     2005
                                                      -------   -------   ------
                                                         DKK       DKK      USD
ASSETS
Current assets:
   Cash and cash equivalents                            6,750    12,315    1,947
   Restricted cash                                      5,352        --       --
   Debt securities, available for sale                     --    12,155    1,922
   Accounts receivable trade, net of
     allowances for doubtful accounts of DKK
     592 in 2004 and DKK 43 in 2005                    16,521    15,848    2,506
   Notes receivable, current                            2,200     2,200      348
   Broadcasting programming rights, current             2,928     2,893      458
   Prepaid expenses and deposits                        2,002     1,865      295
   Other receivables                                    1,423     1,747      276
   Current assets of discontinued operations            2,570        --       --
                                                      -------   -------   ------
Total current assets                                   39,746    49,023    7,752

   Marketable securities - available for sale             197        --       --
   Notes receivable, net of current portion             8,800     7,150    1,131
   Broadcasting programming rights, net of
   current portion                                      2,898        --       --
   Rent and other long term deposits                    3,250     2,325      368
   Other receivables, long term                           524        --       --
   Equity method investment in Mediehuset
   Danmark ApS                                          1,638     2,099      332
   Property, plant and equipment, net                  92,554    67,122   10,613
   Goodwill                                            24,561    24,561    3,884
   Deferred tax assets                                  3,972     8,611    1,361
   Long term assets of discontinued operations            108        64       10
                                                      -------   -------   ------

Total assets                                          178,248   160,955   25,451
                                                      =======   =======   ======

        DKK amounts have been  converted into US$ at an exchange rate of
        $1=DKK 6.3241.  The  accompanying  notes are an integral part of
        these cons olidated financial statements.

                                      F-3
<PAGE>


                                                              DECEMBER 31,
                                                              ------------
                                                        2004      2005     2005
                                                      -------   -------   ------
                                                         DKK       DKK      USD
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Secure Line of Credit                            8,417     11,323      1,790
   Bank loan, current                                 741        802        127
   Lease obligations, current                       1,244      1,790        283
   Accounts payable                                22,402     11,293      1,785
   Accrued expenses                                11,681      9,855      1,558
   Equipment purchase obligation, current          12,152      8,802      1,392
   Liabilities of discontinued operations           2,556         --         --
                                                 --------   --------   --------
Total current liabilities                          59,193     43,865      6,935

Long term liabilities:
   Equipment purchase obligation, net of
     current portion                                9,749         --         --
   Bank loan, net of current portion                3,099      2,829        447
   Lease obligations, long term                     4,585      4,969        786
                                                 --------   --------   --------
Total long term liabilities                        17,433      7,798      1,233
                                                 --------   --------   --------

Minority interest in subsidiaries                      56         75         12
                                                 --------   --------   --------

Shareholders' equity:
   Common shares - par value DKK 7,50,
     7,991,000 and 37,492,898 authorized,
     5,108,267 and 5,826,232 issued at
     December 31, 2004 and 2005                    38,312     43,697      6,910
   Additional paid-in capital                     519,844    531,438     84,034
   Accumulated deficit                           (457,386)  (465,310)   (73,577)
   Cumulative other comprehensive income              796       (608)       (96)
                                                 --------   --------   --------
Total Shareholders' equity                        101,566    109,217     17,271
                                                 --------   --------   --------

Total liabilities and Shareholders' equity        178,248    160,955     25,451
                                                 ========   ========   ========

        DKK amounts have been  converted into US$ at an exchange rate of
        $1=DKK 6.3241.  The  accompanying  notes are an integral part of
        these consolidated financial statements.

                                      F-4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                                        2003       2004       2005       2005
                                                                      --------   --------   --------   --------
                                                                         DKK        DKK        DKK        USD
<S>                                                                    <C>        <C>        <C>         <C>
Net revenue                                                            109,822     91,036     94,652     14,967

Operating expenses:
   Cost of revenue, exclusive of depreciation shown separately below    65,818     60,349     68,806     10,880
   Selling and marketing                                                16,421     17,727     17,149      2,712
   Selling and marketing - related parties                               1,074         --         --         --
   General and administrative                                           26,463     20,581     20,755      3,282
   General and administrative - related parties                            418        962         --         --
   Depreciation                                                          6,075     10,226     11,695      1,849
   Goodwill impairment                                                      --        914         --         --
                                                                      --------   --------   --------   --------
   Total operating expenses                                            116,269    110,759    118,405     18,723
                                                                      --------   --------   --------   --------

Operating (loss)                                                        (6,447)   (19,723)   (23,753)    (3,756)

Other income (expenses)
   Interest income                                                         214        284      1,391        220
   Interest expense                                                     (1,610)    (1,203)    (1,506)      (238)
   Foreign exchange  gain (loss), net                                   (1,847)      (762)       696        110
   Gains from sales of businesses/divestitures                              --      8,102      8,497      1,344
   Write-down of long term investments & marketable securities            (196)   (14,942)        --         --
   Equity in earnings of Mediehuset Danmark ApS                              0        138        461         73
   Other (expenses) income, net                                            693     (1,442)      (150)       (24)
                                                                      --------   --------   --------   --------

(Loss) before income taxes and minority interest                        (9,193)   (29,548)   (14,364)    (2,271)

   Income tax benefit                                                    1,491      3,105      4,401        696
   Minority interest in net income (loss) of subsidiaries                 (257)       192        (19)        (3)
                                                                      --------   --------   --------   --------

(Loss) from continuing operations                                       (7,959)   (26,251)    (9,982)    (1,578)


Gain (loss) from operations of discontinued internet
segment components net of tax 0 in 2003, 2004, 2005                     (8,420)     1,090         --         --
Gain from disposal of discontinued internet segment
components net of tax, 0 in 2003, 2004 and 2005                         10,049     83,615      2,058        326
                                                                      --------   --------   --------   --------

NET (LOSS) INCOME                                                       (6,330)    58,454     (7,924)    (1,252)

BASIC INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE

(Loss)  from continuing operations                                       (1.70)     (5.31)     (1.82)     (0.29)
                                                                      ========   ========   ========   ========

(Loss) Gain from operations of discontinued components                   (1.80)      0.22        N/A        N/A
                                                                      ========   ========   ========   ========

Income from discontinued operations                                       2.15      16.90       0.38       0.06
                                                                      ========   ========   ========   ========

Net (loss) income                                                        (1.35)     11.82      (1.45)     (0.23)
                                                                      ========   ========   ========   ========
</TABLE>

                                      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,
                                                                        2003       2004       2005       2005
                                                                      --------   --------   --------   --------
                                                                         DKK        DKK        DKK        USD
<S>                                                                    <C>        <C>        <C>         <C>
Weighted average common shares outstanding (in thousands)                4,671      4,947      5,478      5,478
                                                                      ========   ========   ========   ========

DILUTED INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARES

(Loss) from continuing operations                                        (1.70)     (4.98)     (1.82)     (0.29)
                                                                      ========   ========   ========   ========

(Loss) Gain from operations of discontinued components                   (1.80)      0.21        N/A        N/A
                                                                      ========   ========   ========   ========

Income from discontinued operations                                       2.15      15.88       0.38       0.06
                                                                      ========   ========   ========   ========

Net (loss) income                                                        (1.35)     11.10      (1.45)     (0.23)
                                                                      ========   ========   ========   ========

Weighted average common shares outstanding, assuming dilution
  (in thousands)                                                         4,671      5,266      5,478      5,478
                                                                      ========   ========   ========   ========
</TABLE>

        DKK amounts have been  converted into US$ at an exchange rate of
        $1=DKK 6.3241.  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>
                                              COMMON    ADDITIONAL                 OTHER COM-
                                              SHARES      PAID-IN     ACCUMULATED  PREHENSIVE   TREASURY
                                              AMOUNT      CAPITAL       DEFICIT      INCOME      STOCK        TOTAL
                                             --------   ----------    -----------   ---------   --------    --------
                                                DKK         DKK           DKK          DKK         DKK         DKK
<S>                                         <C>        <C>          <C>              <C>           <C>    <C>
BALANCE AT DECEMBER 31, 2002                   34,006     532,280      (509,510)        (556)    (11,978)     44,242

Issuance of 4,550 common shares for cash
    through exercise of stock options           5,687         605            --           --          --       6,292
Sale of treasury stock                             --      (6,845)           --           --       7,933       1,088
Currency translation adjustments                   --          --            --          921          --         921
Unrealized loss on marketable securities           --          --            --          147          --         147
Net loss                                           --          --        (6,330)          --          --      (6,330)
                                            ---------  ----------   ------------     --------      -----  ----------

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

Issuance of 2,072 common shares for cash
    through exercise of stock options           2,588         473            --           --          --       3,061
Currency translation adjustments                   --          --            --         (110)         --        (110)
Other than temporary losses on
    marketable securities                          --          --            --          394          --         394
Purchase of 3,648,720 common shares into
    treasury at cost                               --          --            --           --     (10,826)    (10,826)
Sale of 900,000 shares of treasury stock          319       3,829         4,148
Compensation for the issuance of 150,000
    warrants to purchase common stock at
    DKK 3,96 per ordinary share                    --          85            --           --          --          85
Cancellation of common shares held in
    treasury at cost                           (3,969)     (7,073)           --           --      11,042          --
Net income                                         --          --        58,454           --          --      58,454
                                            ---------  ----------   ------------     --------      -----  ----------

BALANCE AT DECEMBER 31, 2004                   38,312     519,844      (457,386)         796          --     101,566

Issuance of 717.964 common shares for cash
    through exercise of stock options           5,385      11,480            --           --          --      16,865
Compensation for the issuance of 25,000
    warrants to purchase common stock at
    DKK 5,50 per ordinary share                    --         114            --           --          --         114
Currency translation adjustments                   --          --            --         (796)         --        (796)
Unrealized loss on marketable securities           --          --            --         (608)         --        (608)
Net loss                                           --          --        (7,924)          --          --      (7,924)
                                            ---------  ----------   ------------     --------      -----  ----------
BALANCE AT DECEMBER 31, 2005                   43,697     531,438      (465,310)        (608)         --     109,217

BALANCE AT DECEMBER 31, 2005                USD$6,909  USD$84,034   USD$(73,577)     USD$(96)      USD$0  USD$17,270
</TABLE>

        DKK amounts have been  converted into US$ at an exchange rate of
        $1=DKK 6.3241.  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)

                                                YEARS ENDED DECEMBER 31,
                                           2003      2004      2005      2005
                                          -------   -------   -------   -------
                                            DKK       DKK       DKK       USD


Net income (loss)                          (6.330)   58.454    (7.924)   (1.252)

Currency translation adjustment, net of
taxes of DKK 0 in 2003, 2004 and 2005         921      (110)     (796)     (126)

Unrealized investment gains (losses), net
of taxes of DKK 0 in 2003, 2004 and 2005      147       394      (608)      (96)
                                          -------   -------   -------   -------

Comprehensive net income (loss)            (5.262)   58.738    (9.328)   (1.474)
                                          =======   =======   =======   =======


        DKK amounts have been  converted into US$ at an exchange rate of
        $1=DKK 6.3241.  The  accompanying  notes are an integral part of
        these consolidated financial statements.

                                      F-8
<PAGE>


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

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                                            2003       2004       2005       2005
                                                                           -------    -------    -------    -------
                                                                             DKK        DKK        DKK        USD
<S>                                                                        <C>        <C>        <C>         <C>
Cash flows from operating activities:

Net (loss)  from continuing operations                                      (7,959)   (26,251)    (9,982)    (1,578)
Adjustments to reconcile net loss  to cash used in operating activities:
    Depreciation, amortization and write down                                6,075     11,140     11,695      1,849
    Non-cash compensation expense options and warrants                      (2,287)        85        114         18
    (Gain) on sale business                                                     --     (8,102)    (8,497)    (1,344)
    (Gain)/loss on sale of fixed assets                                     (1,703)       169        172         27
    Provision for doubtful accounts                                           (699)      (720)      (107)        (7)
    Loss on investments/marketable securities                                  197     14,943         --         --
    Deferred taxes                                                          (1,677)    (1,589)    (4,401)      (696)
    Minority interest                                                          257       (127)        19          3
    (Gain) on equity method investments                                         --       (138)      (461)       (73)
    Non-cash issuance of common shares from treasury                         1,088         --         --         --
    Changes in operating assets and liabilities:
        Accounts receivable                                                 (5,156)     8,697        780        113
        Broadcasting programming rights                                      3,804     (3,186)     2,932        464
        Inventories and other assets                                           934       (149)       925        146
        Prepaid expenses                                                     2,270     (3,427)       138         22
        Income tax payable                                                  (1,202)       (61)        --         --
        Other receivables                                                    4,337        574        200         32
        Accounts payable                                                     7,225        316    (13,731)    (2.171)
        Accounts payable, related parties                                  (12,356)      (477)        --         --
        Accrued expenses                                                    (3,094)    (6,857)    (1,826)      (289)
        Deferred revenue                                                     1,018      3,298         --         --
                                                                           -------    -------    -------    -------
    Cash used in operating activities:                                      (8,928)   (11,862)   (22,030)    (3,484)
    Cash used in discontinued operations:                                  (10,310)     1,206         58          9
                                                                           -------    -------    -------    -------
                                                                           (19,238)   (10,656)   (21,972)    (3.475)
                                                                           =======    =======    =======    =======
Cash flows from investing activities:

    (Purchase of investments) proceeds from sales of investments               216    (11,948)       197         31
    Acquisition of businesses, net of cash acquired                         (1,500)   (13,086)        --         --
    Proceeds from sale of business, net of cash disposed of                  1,986     61,730     10,555      1,677
    Proceeds from notes receivables                                             --         --      1,650        261
    Purchase of bonds                                                           --         --    (13,000)    (2,056)
    Purchase of fixed assets                                               (14,773)   (31,220)   (15,972)    (2,534)
    Proceeds from sales of fixed assets                                      1,448        561     19,989      3,161
                                                                           -------    -------    -------    -------
    Cash (used in) provided by investing activities:                       (12,623)     6,037      3,419        540
                                                                           =======    =======    =======    =======

Cash flows from financing activities:

    Net change in short and long-term borrowings                              (809)    12,257      2,697        426
    Purchase of treasury stock                                                  --    (10,826)        --         --
    Lease payments                                                          (2,852)    (1,172)        --         --
    Net change in restricted cash                                               --     (5,352)     5,352        846
    Proceeds from issuance of common sharesand treasury shares               6,292      7,209     16,865      2,667
                                                                           -------    -------    -------    -------
    Cash provided by  financing activities:                                  2,631      2,116     24,914      3,939
                                                                           =======    =======    =======    =======

Effect of currency exchange rate changes on cash and cash equivalents          921       (110)      (796)      (126)
                                                                           -------    -------    -------    -------
Net increase (decrease) in cash and cash equivalents                       (28,309)    (2,613)     5,565        878

Cash and cash equivalents, beginning of period                              37,672      9,363      6,750      1,069
                                                                           -------    -------    -------    -------
Cash and cash equivalents, end of period                                     9,363      6,750     12,315      1,947
                                                                           =======    =======    =======    =======
Cash paid for interest                                                      (1,714)    (1,240)    (1,508)      (238)
                                                                           =======    =======    =======    =======
Cash paid for taxes                                                          1,373         --         --         --
                                                                           =======    =======    =======    =======
</TABLE>

        DKK amounts have been  converted into US$ at an exchange rate of
        $1=DKK 6.3241.  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")  engaged in providing
production  and  broadcasting  services and  operated  the Danish cable  channel
DK4,through  June 2, 2006. The Company  previously  provided  Internet  security
products and services in Scandinavia; these operations were sold during 2003 and
2004.

        On June 2, 2006, the Company  effectively  discontinued  its' production
and broadcasting  operations  through the sale of all the issued and outstanding
shares of Euro-Vision A/S (See Note 24).

        On April 17, 2006,  the Company was acquired by Aktiv  Gruppen  Holdings
A/S and subsidiaries which owns,  acquires,  and develops real estate in Denmark
and Norway.  Aktiv  Gruppen  Holdings A/S further owns and operates  wind energy
turbines  primarily  located in Germany.  The acquisition was accounted for as a
reverse merger or  recapitalization of Aktiv Gruppen Holdings A/S, wherein Aktiv
Gruppen Holdings A/S became a 100% owned subsidiary of EuroTrust A/S. Therefore,
the  pre-acquisition  financial  statements of Aktiv Gruppen Holding A/S will be
treated as the historical  financial  statements of the combined companies.  The
historical  accumulated  deficit through the date of acquistion of EuroTrust A/S
will  be  reclassified  against  additional  paid in  capital.  The  results  of
operations of EuroTrust  will only be included in subsequent  financial  results
from the date of acquisition.  In addition,  EuroTrust's changed its fiscal year
end from  December 31, to June 30, which is the fiscal year end of Aktiv Gruppen
Holdings A/S (See Note 24).

        The Company operated in two reportable  service-based segments from 2002
through 2004: The Production and Broadcasting  Segment and the Internet Security
Product and Services Segment.

Production and Broadcasting Segment
-----------------------------------

        The  Company's  Production  and  Broadcasting  Segment  consisted of the
Danish Cable Channel DK4, and one of the largest media  production  companies in
Scandinavia  with a special focus on sports  programming.  The  Company's  media
division also offered educational courses in television production.

Internet Security Product and Service Segment
---------------------------------------------

        At December  31,  2005,  the  Internet  services  segment  monitors  the
continuing  royalty payments  received in connection with the sale of our secure
hosting and remote back-up components in 2004.

        The Company's  Internet Security Product and Services Segment previously
offered  trusted  Internet  security  products  and  services   including  virus
detection products and services, email security products, vulnerability testing,
secure remote backup services,  digital video  surveillance,  secure hosting and
Public Key  Infrastructure  (PKI)  Services  until the sale of these  businesses
during 2003 and 2004.

                                      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)

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.  All
inter-company balances and transactions have been eliminated in consolidation.

        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, 2005:

                                    COUNTRY OF                INTEREST
  SUBSIDIARY                      INCORPORATION               OWNERSHIP
  ----------                      -------------               ---------

  Europe-Visions A/S                 Denmark          100.0% (Sold June 2, 2006)

        On December 31, 2003,  the Company  purchased the remaining 15% interest
in Europe-Visions A/S. The minority interests'  proportionate share of income or
loss  of  Europe-Visions  A/S is  included  in  the  consolidated  statement  of
operations through December 31, 2003.

        The accompanying  financial statements included the operating results of
Public  Key  Infrastructure  (PKI)  Services  through  April 1,  2004,  internet
security  products  and  services  including  virus  detection  services,  email
security products,  vulnerability  testing through September 30, 2004 the secure
remote backup services through November 2003, digital video surveillance through
December 2003, and secure hosting through January 1, 2004.

        Other   significant    operating    subsidiaries    consolidated   under
Europe-Visions A/S and its jurisdiction of incorporation and the related Company
ownership interest in those subsidiaries at December 31, 2005 are as follows:

                                    COUNTRY OF                 INTEREST
  SUBSIDIARY                      INCORPORATION                OWNERSHIP
  ----------                      -------------                ---------

  Ciac A/S                           Denmark                     100.0%
  Prime Vision A/S                   Denmark                     100.0%
  Arhustudiet A/S                    Denmark                     100.0%
  Publishing & Management ApS        Denmark                      51.0%
  TV Akademiet A/S                   Denmark                     100.0%
  Formedia A/S                       Denmark                     100.0%
  Mobile Broadcasting A/S            Denmark                     100.0%

        On April 1, 2004,  the Company  purchased  the remaining 25% interest of
Mobile Broadcasting A/S. The minority  interests'  proportionate share of income
or loss of Mobile  Broadcasting  is included in the  consolidated  statement  of
operations through March 31, 2004.

                                      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)

        On July 1, 2004, the Company  distributed a 49% interest of Publishing &
Management  ApS to current  management.  The minority  interests'  proportionate
share of  income or loss of  Publishing  &  Management  ApS is  included  in the
consolidated statement of operations from July 1, 2004.

        On April 1, 2004 the Company  merged TV Facilities A/S into Prime Vision
A/S. The merger had no effect on the accompanying financial statements.

        On June 25,  2004 the  Company  formed  Formedia  A/S as a wholly  owned
subsidiary of Europe-Visions A/S.

        At December  31,  2005 and 2004,  the  Company  holds a 25%  interest in
Mediehuset  Danmark ApS; the investment is accounted for under the equity method
of accounting.

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   recorded   to  other   accumulated
comprehensive income, 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 reporting
currency. Gains and losses from these transactions are included in the statement
of operations as foreign currency transaction gains and losses.

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 6.3241 DKK to one
US Dollar, the approximate  exchange rate at December 31, 2005. 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.

                                      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)

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.

RESTRICTED CASH

        Restricted cash as of December 31, 2004, included an escrow account with
respect to the secure communications,  on-site solutions,  and payment platforms
to website  owners,  commercial  enterprises  and  electronic  commerce  service
providers  business  (PKI) that was sold in April 2004.  As of December 2005 the
total balance of restricted cash was fully received.

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.  Marketable securities are classified as current if the
Company has the ability or intention of selling the security within 12 months.

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 or equity 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.

                                      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)

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 the 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, 2003 to December 31, 2005:

Allowance for doubtful accounts:            Amounts
                                            charged
                                          credited) to
                              Balance at    Operating                Balance at
                              January 1     Expenses    Write-offs   December 31
                              ----------                             -----------
Year ended December 31, 2003     4,629       ( 699)       (1,691)       2,239
Year ended December 31, 2004     2,239       ( 720)        (927)         592
Year ended December 31, 2005      592        ( 107)        (442)         43

NOTES RECEIVABLE

        Notes  receivable were recorded as a result of the sale of Virus 112 and
totaled  DKK  11,000  and 9,350 at  December  31,  2004 and 2005,  respectively.
Interest  of 6% per  annum is  recorded  and  receivable  on a  quarterly  basis
beginning December 31, 2004. Principal payments of DKK 550 are payable quarterly
beginning  March 31, 2005 through  December 31, 2009.  No allowance for doubtful
accounts  has been  recorded  on the notes as they are deemed  collectable.  The
Company's  policy for  putting the loan on  non-accrual  status and to record an
allowance  for doubtful  accounts is based upon  management's  best  estimate of
amount  of  probable  losses  resulting  from the  purchaser  inability  to make
required payments.

BROADCASTING PROGRAMMING RIGHTS

        The Company  acquires  rights to  broadcasting  programming and produces
programming for exhibit on its cable television  station.  The costs incurred in
acquiring and producing  programs are capitalized and amortized over the greater
of when the program is aired or the license period or the projected  useful life
of the  programming,  currently 12 to 28 months.  Program rights and the related
liabilities are recorded at the gross amount of the liabilities when the license
period has begun,  the cost of the program is  determinable,  and the program is
accepted and available for airing.

                                      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)

PROPERTY, PLANT AND EQUIPMENT

        Buildings,  production and 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 was carried at
cost and is not depreciated.

        Buildings  were  depreciated  on a  straight-line  basis  over 50 years.
Production and 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  or  remaining  minority  interest  of
businesses acquired. Other definite life intangibles assets consisted in 2003 of
license  rights to virus  scanning  software and other  intangible  assets.  The
Company  accounts for Goodwill and Other  Intangible  Assets in accordance  with
SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS, and accordingly Goodwill and
indefinite intangible assets are tested for impairment at least annually or when
circumstances change that could result in impairment;  definite-life  intangible
assets with estimable useful lives are 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.

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

                                      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)

REVENUE RECOGNITION

        The  Company  derived   revenues  from  two  primary   categories:   (i)
Broadcasting,  which includes cable and digital television subscriber income and
program production  income;  and (ii) Internet  services,  which include managed
public key  infrastructure  ("PKI")  services and digital  certificate  services
(through April 1, 2004),  virus  surveillance  and detection  services  (through
September 30, 2004), and royalty  relating to remote data backup  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:

        BROADCASTING

        The  Company   recognizes  cable  and  digital   television  revenue  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 persuasive evidence of an arrangement exists,  programs are
     completed  and  delivered  to  our  customers,   and  fees  are  fixed  and
     collectable with no further future obligation to the customer.

INTERNET SERVICES

        The Company  previously  recognized  revenues from  issuances of digital
     certificates  and managed PKI services,  virus  surveillance  and detection
     services,  and remote data backup,  previous to the  divestitures  of these
     businesses in 2003 and 2004,  when all of the following  criteria were 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  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
     extend 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.

                                      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)

        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,
     were deferred and recognized  ratably over the period that such  contracted
     services were provided, usually 12 to 24 months.

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

        Up-front fees from hosting and remote data backup services were 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 were not essential to
     the  functionality  of the  software.  These  software  products were fully
     functional upon delivery and did not require any  significant  modification
     or alteration.  Revenues from consulting and installation  services,  which
     were  provided  on a time  and  materials  basis,  were  recognized  as the
     services were performed and accepted by the customer.

     Currently, the Company receives royalties on the sales of Internet products
     and services of divested  subsidiaries.  These  royalties are recognized as
     revenues in the periods in which they are earned and deemed collectable.

ADVERTISING COSTS

        Advertising costs are expensed as incurred. Advertising expenses totaled
DKK 3.9  million,  DKK 5.0 million  and DKK 3.2 million in 2003,  2004 and 2005,
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.

                                      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)

STOCK OPTIONS

        At  December  31,  2005,  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 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:

                                                 2003        2004        2005
                                               --------    --------    --------

Reported net income (loss)                       (6,330)     58,454      (7,924)
Reported stock-based compensation expense            --          --          --
Pro forma stock-based compensation expense       (8,027)     (6,982)    (18,395)
                                               --------    --------    --------
Pro forma net income (loss)                     (14,357)     51,472     (26,319)


Reported basic income (loss) per share            (1.35)      11.82       (1.45)
Reported diluted income (loss) per share          (1.35)      11.10       (1.45)

Pro forma basic income (loss) per share           (3.07)      10.40       (4.80)
Pro forma diluted income (loss) per share         (3.07)       9.77       (4.80)

        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

                                                       2003      2004      2005
                                                      ------    ------    ------
Risk free interest rate                               3.62%     3.47%     3.00%
Dividend yield                                          0%        0%        0%
ADR's Annual volatility of the expected market price   1.58      1.60      1.10
Expected life of the options                           4.90      4.47      9.32

                                      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)

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 (in thousands) per account.

The  company  has one large  customer in the  broadcasting  segment  which alone
accounts for 25% of the company's  consolidated revenue for 2003,  respectively.
The company has two large customers in the  broadcasting  segment which accounts
for 32% and 16%, respectively of the company's consolidated revenue for 2004 and
accounts for 32% and 30%, respectively of the company's consolidated revenue for
2005.  These  two  customers  account  for  approximately  21%  and  20%  of our
outstanding receivables at December 31, 2005.

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 the contribution.

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

STOCK SPLIT

        On  May  19,  2005,  and  reflected  in  the  accompanying  consolidated
financial statements, the Company effected a 1 for 6 reverse stock split of it's
common  shares  wherein in lieu of issuing a fraction of a new share,  to pay to
each  holder the value  thereof  based upon the  closing  price of an ADR on the
NASDAQ Small Cap Market on the day on which the change shall have occurred.  The
Company  further  effected a change in the par value of each common share of the
Company from DKK 1.25 to DKK 7.50.

RECLASSIFICATIONS

        Certain  balances in the financial  statements for December 31, 2003 and
2004 have been reclassified to conform to the headings and classifications  used
in the December 31, 2005 consolidated financial statements.

                                      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)

RECENTLY ISSUED ACCOUNTING STANDARDS

        In  December  2004,  the  FASB  issued  SFAS  No.  123(R),  "Share-Based
Payment".  This  Statement  revises SFAS No. 123,  "Accounting  for  Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees."

        SFAS  No.  123(R)  requires  that  the  compensation  cost  relating  to
share-based payment transactions be recognized in financial statements. The cost
will be measured based on the fair value of the instruments  issued. The Company
will be  required  to apply  SFAS No.  123(R) as of the first  fiscal  year that
begins after June 30, 2005. Accordingly,  The Company will adopt SFAS No. 123(R)
during the first quarter of fiscal 2006.  Management is currently evaluating the
impact SFAS No.  123(R) will have on the  Company's  results of  operations as a
result of adopting  this new  Standard.  Upon adopting SFAS 123(R) the Company's
income  will  decrease  as a result of the  additional  compensation  expense if
additional options are granted.

        In December  2004,  the FASB issued  Statement of  Financial  Accounting
Standard  ("SFAS") No. 153,  "Exchanges of Non-monetary  Assets." This Statement
amends  Opinion 29 to eliminate  the  exception  for  non-monetary  exchanges of
similar productive assets and replaces it with a general exception for exchanges
of  non-monetary  assets that do not have commercial  substance.  A non-monetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  The provisions of
this  Statement are  effective for  non-monetary  asset  exchanges  occurring in
fiscal periods beginning after June 15, 2005.  Earlier  application is permitted
for  non-monetary  asset exchanges  occurring in fiscal periods  beginning after
December  16,  2004.  The  provisions  of  this  Statement   should  be  applied
prospectively. The adoption of this pronouncement did not have a material effect
on the Company's financial statements.

        The  Emerging  Issues Task Force  ("EITF")  Issue  04-8,  "The Effect of
Contingently  Convertible  Instruments on Diluted  Earnings per Share." The EITF
reached  a  consensus  that  contingently  convertible   instruments,   such  as
contingently  convertible debt,  contingently  convertible  preferred stock, and
other such  securities  should be  included  in diluted  earnings  per share (if
dilutive)  regardless  of whether the market  price  trigger  has been met.  The
consensus is effective for reporting periods ending after December 15, 2004. The
adoption of this  pronouncement  did not have a material effect on the Company's
financial statements.

        In May 2005,  the FASB  issued FASB 154,  "Accounting  Changes and Error
Corrections,"  a  replacement  of APB Opinion No. 20 and FASB  statement  No. 3,
"Reporting  Accounting Changes in Interim Financial  Statements." This statement
changes the  requirements  for the  accounting  for and reporting of a change in
accounting  principle.  This  Statement  applies  to all  voluntary  changes  in
accounting  principle.  It also  applies to changes  required  by an  accounting
pronouncement  in the unusual instance that the  pronouncement  does not include
specific  transition   provisions.   When  a  pronouncement   includes  specific
transition  provisions,  those provisions should be followed.  This statement is
effective for accounting  changes and corrections of errors made in fiscal years
beginning after December 15, 2005.

        On September 28, 2005, the FASB ratified the following consensus reached
in EITF Issue 05-8 ("Income Tax Consequences of Issuing  Convertible Debt with a
Beneficial  Conversion  Feature"):  a) The issuance of  convertible  debt with a
beneficial  conversion  feature  results in a basis  difference in applying FASB
Statement of Financial  Accounting Standards SFAS No. 109, Accounting for Income
Taxes. Recognition of such a feature effectively creates a debt instrument and a
separate equity  instrument for

                                      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)

book  purposes,  whereas  the  convertible  debt is treated  entirely  as a debt
instrument for income tax purposes.  b) The resulting basis difference should be
deemed a temporary  difference  because it will result in a taxable  amount when
the recorded amount of the liability is recovered or settled.  c) Recognition of
deferred taxes for the temporary  difference should be reported as an adjustment
to additional paid-in capital.  This consensus is effective in the first interim
or annual  reporting  period  commencing  after  December 15,  2005,  with early
application permitted.  The effect of applying the consensus should be accounted
for  retroactively  to all debt instruments  containing a beneficial  conversion
feature that are subject to EITF Issue 00-27,  "Application of Issue No. 98-5 to
Certain   Convertible  Debt   Instruments"  (and  thus  is  applicable  to  debt
instruments  converted  or  extinguished  in prior  periods  but which are still
presented in the financial  statements).  The adoption of this  pronouncement is
not expected to have a material impact on the Company's financial statements.

        The Emerging Issues Task Force ("EITF")  reached a tentative  conclusion
on EITF Issue No. 05-1,  "Accounting  for the  Conversion of an Instrument  That
Becomes Convertible upon the Issuer's Exercise of a Call Option" that no gain or
loss should be recognized  upon the  conversion  of an  instrument  that becomes
convertible as a result of an issuer's exercise of a call option pursuant to the
original terms of the instrument.  The application of this  pronouncement is not
expected to have an impact on the Company's consolidated financial statements.

        In June 2005,  the FASB  ratified  EITF Issue No. 05-2,  "The Meaning of
'Conventional  Convertible Debt Instrument' in EITF Issue No. 00-19, 'Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock'" ("EITF No. 05-2"), which addresses when a convertible debt
instrument should be considered  'conventional'  for the purpose of applying the
guidance in EITF No. 00-19. EITF No. 05-2 also retained the exemption under EITF
No.  00-19.  EITF No. 05-2 is  effective  for new  instruments  entered into and
instruments  modified in periods  beginning after June 29, 2005. The Company has
applied  the  requirements  of EITF No. 05-2 since the  required  implementation
date. The adoption of this pronouncement did not have an impact on the Company's
consolidated financial statements.

        EITF Issue No.  05-4 "The  Effect of a  Liquidated  Damages  Clause on a
Freestanding  Financial Instrument Subject to EITF Issue No. 00-19,  'Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock'" ("EITF No. 05-4") addresses financial instruments, such as
stock  purchase  warrants,  which are accounted for under EITF 00-19 that may be
issued at the same time and in contemplation of a registration  rights agreement
that includes a liquidated  damages  clause.  The consensus of EITF No. 05-4 has
not  been  finalized.  The  Company  does  not  believe  the  adoption  of  this
pronouncement  will  have an  impact  on the  Company's  consolidated  financial
statements.

        In September  2005,  the FASB ratified EITF Issue No. 05-7,  "Accounting
for Modifications to Conversion Options Embedded in Debt Instruments and Related
Issues"  ("EITF  No.  05-7"),  which  addresses  whether  a  modification  to  a
conversion  option  that  changes  its fair value  affects  the  recognition  of
interest  expense for the associated debt instrument  after the modification and
whether a borrower should recognize a beneficial  conversion feature, not a debt
extinguishment,  if a debt  modification  increases the  intrinsic  value of the
debt.  EITF No.  05-7 is  effective  for the first  interim or annual  reporting
period  beginning  after  December  15,  2005.  The Company does not believe the
adoption of this pronouncement will have an impact on the Company's consolidated
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)

2.      INVESTMENT SECURITIES

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

                                                       GROSS
                                                    UNREALIZED        FAIR
                                        COST          LOSSES         VALUE
                                        ----          ------         -----
   December 31, 2004:

   Shares in Land and Leisure A/S            698          (501)           197
                                    -------------   ------------   -----------
   Total                                     698          (501)           197
                                    -------------   ------------   -----------


        In 2004,  the Company  recognized a DKK 501 other than temporary loss on
available-for-sale  marketable securities. During 2005, the Company sold all the
remaining shares in Land and Leisure A/S and recorded a gain of DKK 41.

3.      EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED COMPANIES

        The following is a summary of equity method investments (in DKK)

                                                          DECEMBER 31,
                                                       2004           2005
                                                 -------------------------------
         Mediehuset Danmark ApS                       1,638          2,099
                                                 -------------------------------

        MEDIEHUSET DANMARK ApS

        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. At the date of purchase the purchase price exceeded 25%
of the net equity of Mediahuset  Danmark ApS by DKK 998. The Company's Equity in
earnings of  Mediahuset  Danmark ApS for the year ended  September  30, 2005 and
2004 was DKK 461 and DKK138, respectively.

        EXCELSA SA s.r.l.

        During the second  half of 2004,  the  Company  acquired  an  additional
139,322 (not in thousands)  ordinary  shares of Excelsa S.P.A.  for a total cash
amount of DKK 11,948 or Euro 1,659.  Subsequent to year ended December 31, 2004,
Eurotrust discovered that Excelsa SA had overstated their 2004 and 2003 results.
EuroTrust,  MSGI and one other significant shareholder entered into negotiations
with Excelsa to attempt to remediate the damages.  As a result of  overstatement
and uncertainty of Excelsa's ability to continue as a going concern,  management
recorded an impairment charge of DKK 14,442 during 2004.

        TRUST ITALIA S.p.A.

        On September 1, 2004, the Company sold its approximately 16% interest in
Trust  Italia  S.p.A.  to Excelsa SA for a total  consideration  of DKK 7,436 or
Euros 1,000. The investment had previously been written down to zero at December
31, 2002 based on an impairment test.

                                      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)

4.      PROPERTY, PLANT AND EQUIPMENT

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

                                                            DECEMBER 31,
                                                            ------------
                                      Estimated         2004            2005
                                        Life          --------        --------
Land                                     N/A             1,929              --

Building                              50 years          27,321              --
Production & Technical equipment    3 to 10 years       83,324          88,723
Furniture and fixtures              3 to 5 years         1,920           2,701
Automobiles                            5 years           4,617           4,398
Leasehold improvements              3 to 10 years        3,748           3,820
                                                      --------        --------
                                                       122,859          99,642
Less accumulated depreciation
and amortization                                       (30,305)        (32,520)
                                                      --------        --------

Net property, plant and equipment                       92,554          67,122
                                                      ========        ========

Depreciation expense                                    10,604          11,695

        The net book value of assets on capital lease  arrangements  included in
property, plant and equipment total DKK 5,829 and DKK 6,801 at December 31, 2004
and 2005, respectively.

        On April 1, 2005, the Company sold its building located at Poppelgardvej
11-13 in Soborg,  Copenhagen  to Lion  Ejendomme ApS for DKK 20,000 in cash less
broker expenses.

        At December 31, 2005,  certain of the  Company's  equipment  was held as
collateral on current and long term financing (See Note 9 & 10).

5.      GOODWILL

        Goodwill  relating to the  purchase  of the  Company's  Broadcast  Media
segment consisted of the following (in DKK):

                                                          DECEMBER 31,
                                                      2004           2005
                                                    -------         ------
BALANCE AT THE BEGINNING OF THE YEAR                 23,941         24,561

CHANGES:

             Additions                                1,585             --
             Disposals                                   --             --
             Impairment                                (965)            --

                                                    -------         ------
BALANCE AT THE END OF THE YEAR                       24,561         24,561
                                                    -------         ------

                                      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)

        On April 1, 2004, Prime Vision A/S purchased the remaining 25% of Mobile
Broadcast A/S, from Euro  Broadcast Hire A/S thereby  becoming the 100% owner of
Mobile  Broadcast  A/S. The purchase price exceeded the fair market value of net
assets acquired by approximately DKK 620, which was recorded as goodwill.

        On April 23, 2004, the Company's  subsidiary InAphone (formerly known as
909.909  A/S)  acquired the assets of Ideation  House ApS.  The  purchase  price
exceeded  the fair value of the net assets  acquired by  approximately  DKK 965,
which was recorded as Goodwill.  At December 31, 2004,  the Company  recorded an
impairment  charge of DKK 965 related to the  purchase as the  projected  future
cash flows from the subsequent sale of InAphone were insufficient to realize the
related goodwill.

        During the fourth  quarter of 2004 and 2005,  the Company  performed the
annual  impairment test and recorded an impairment  charge of DKK 965 and DKK 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
11 to 14 percent and the terminal values were estimated based on terminal growth
rates of two percent.  The  assumptions  supporting  the  estimated  future cash
flows,  including  the discount  rate and  estimated  terminal  values,  reflect
management's best estimates.

7.      BUSINESS ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS

ACQUISITIONS DURING 2004

        On April 1, 2004, Prime Vision A/S purchased the remaining 25% of Mobile
Broadcast A/S, from Euro  Broadcast Hire A/S thereby  becoming the 100% owner of
Mobile  Broadcast  A/S. The purchase price exceeded the fair market value of net
assets acquired by approximately DKK 620, which was recorded as goodwill.

        On April 23, 2004,  the Company's  subsidiary  formerly known as 909.909
A/S changed it's name to InAphone A/S and acquired,  in a transaction  accounted
for as a purchase, the assets and operations of Ideation House ApS which engages
in the  development  and marketing of mobile phone  software  technologies.  The
terms of the purchase  required the Company to surrender 40% of the  outstanding
equity  of  InAphone  A/S to the  current  management  and to loan DKK  3,000 of
working  capital to InAphone A/S. The purchase  price exceeded the fair value of
the net  assets  acquired  by  approximately  DKK 965,  which  was  recorded  as
Goodwill.   The  consolidated   financial  statements  include  the  results  of
operations  of  InAphone  A/S from April 23, 2004  through  December  31,  2004.
Further,  the net loss for  InAphone  A/S for the  period  from  April 23,  2004
through  December  31, 2004  applicable  to the 40% minority  interest  were not
allocated  to the  holders  of  the  non-controlling  interest  as  there  is an
inability of the minority shareholders to share in such losses.

                                      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)

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.

DISCONTINUED OPERATIONS

        During 2005, 2004 and 2003, the company elected to divest the operations
of the internet services  segment.  The divestitures were completed during 2005,
2004 and 2003 with the  operations  of InAphone  A/S,  EuroTrust  Virus 112 A/S,
EuroTrust PKI Services A/S, EuroTrust Sweden,  Telefax Scandinavia AB, EuroTrust
E-Security SARL, and EuroTrust France SAS being reclassified in the accompanying
statement of operations to discontinued  operations as the Company will not have
any  continuing  involvements  in  the  components  or  cash  flows  from  their
operations. Revenues of the discontinued components for the years ended December
31,  2003,  2004 and 2005 were DKK  56,589,  DKK  21,075,  and DKK 0. The pretax
income or (loss) from the  operations  of the  discontinued  components  was DKK
(18,420), DKK 1,090, and DKK 0 for, 2003, 2004, and 2005 respectively.  The gain
on disposal of the discontinued components was DKK 10,049 and DKK 83,615 and DKK
2,058 for, 2003, 2004, and 2005 respectively.

DIVESTITURES DURING 2005

        On January 1, 2005,  the Company  sold  InAphone A/S as InAphone A/S had
depleted the capital  management  was willing to allocate,  without  showing any
significant  increase  in  sales  from the use of media  in  mobile  phones  and
hand-held  personal  organizers.  The minority  shareholders  paid DKK 1 for the
Company's  60%  interest and assumed the net  liabilities  of InAphone A/S as of
December 31, 2004.  At the time of sale,  the sale  resulted in no gain or loss.
The  operating  results of InAphone  A/S have been  classified  as  discontinued
operations in the accompanying financial statements. However, during December of
2005, the Company recorded a gain on disposal of discontinued  operations of DKK
2,058 resulting from the collection of inter-company  loans the Company had made
to  InAphone  A/S,  while a 60%  owned  subsidiary,  which had  previously  been
eliminated in consolidation.

DIVESTITURES DURING 2004

        VIRUS 112

        On  September  30,  2004 the  Company  sold the assets of  Virus112,  to
Comendo A/S.  Virus112 A/S, a  wholly-owned  subsidiary of the Company,  through
which the Company  offered virus detection  products and services.  The purchase
price was  approximately  U.S. $2.5 million,  of which U.S. $700,000 was paid in
cash and the balance was paid by a five-year  note  receivable  in the principal
amount of U.S. $1.8 million,  bearing  interest of 6% per annum,  and payable in
quarterly installments. Comendo will also hire the Virus112 employees and assume
the employee and the ongoing contractual obligations of Virus112.

                                      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)

        In connection with the sale Comendo agreed to lease certain office space
and equipment from the Company.  The company collected DKK 237 in lease payments
during 2005, prior to selling the building in April 2005.

        The following  table  summarizes the proceeds  received,  the assets and
liabilities divested and the gain recorded by the Company on the closing date of
the sale to Comendo:

                                                              SEPTEMBER 30, 2004
                                                              ------------------
                                                              (IN THOUSANDS DKK)

Proceeds from sale of Virus112 A/S assets:

     Cash received (October 1, 2004)                                      4,000
     Notes receivable                                                    11,000
                                                             ------------------
                                                                         15,000
                                                             ==================

Assets and liabilities divested in sale of EuroTrust PKI assets:

     Current assets                                                       3,190
                                                             ------------------
          Total assets divested                                           3,190
                                                             ------------------
     Current deferred revenue                                           (10,868)
                                                             ------------------
          Total liabilities divested                                    (10,868)
                                                             ------------------
          Net liabilities divested                                       (7,678)
                                                             ==================
     Write-down of related property and equipment                         1,741
                                                             ==================
     Related cost of divestiture                                          1,200
                                                             ==================
Gain on sale of business                                                 19,737
                                                             ==================


                                      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)

PKI

        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 paid the Company U.S. $8.5 million in cash and
assume the ongoing obligations of EuroTrust PKI SSL contracts.

        In  connection  with the sale VeriSign  agreed to lease  certain  office
space and equipment from the Company.  The Company collected DKK 179 during 2005
in lease  payments  prior to selling the building in April 2005.  The  following
table summarizes the proceeds received,  the assets and liabilities divested and
the gain recorded by the Company on the closing date of the sale to VeriSign:

                                                               APRIL 1, 2004
                                                           ---------------------
                                                             (IN THOUSANDS DKK)
Proceeds from sale of EuroTrust PKI assets:

     Cash received                                                       46,312
     Cash held in escrow                                                  5,959
                                                           ---------------------
                                                                         52,271
                                                           =====================

Assets and liabilities divested in sale of EuroTrust PKI assets:

     Current assets                                                       8,888
                                                           ---------------------
          Total assets divested                                           8,888
                                                           ---------------------
     Current deferred revenue                                           (29,620)
                                                           ---------------------
          Total liabilities divested                                    (29,620)
                                                           ---------------------
          Net liabilities divested                                      (20,732)
                                                           =====================
     Write-down of related property and equipment                         9,367
                                                           =====================
     Legal and related cost of divestiture                                  574
Gain on sale of business                                                 63,062
                                                           =====================

                                      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)

        Secure Hosting A/S

        In January  2004,  the Company  sold its hosting  subsidiary,  EuroTrust
Secure  Hosting  A/S, to Mondo A/S.  The  consideration  we received  includes a
three-year  royalty  agreement on future sales  generated  from our  transferred
customer base and thus has not been classified as a discontinued operation.  The
agreement  includes a minimum  royalty of DKK 7,100  over a  three-year  period.
During 2004 and 2005,  the Company  received  royalty  payments of DKK 1,435 and
2,459,  respectively,  which  have  been  included  in the  gain  from  sales of
divestitures line item on the consolidated statements of operations.

DIVESTITURES DURING 2003

        NetVaulting A/S

        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 thus has not  been  classified  as  discontinued
operations.

        EuroTrust Sweden AB

        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 DKK 1. The operations have been reclassified as
discontinued operations in the accompanying financial statements. 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 1,400 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 1,600 forward for 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 DKK 1 and
recognized a gain of  approximately  DKK 6,400 gain on sale of  subsidiary.  The
operations have been reclassified to discontinued operations in the accompanying
financial  statements.  Alphasys had previously been forced into  liquidation in
October 2003.  Management believes in consultation with its French attorney that
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 DKK 400 resulting in the Company recognizing a loss
of DKK 520 on the sale. The operations  have been  reclassified  as discontinued
operations in the accompanying financial statements.

                                      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)

8.      FAIR VALUE OF FINANCIAL INSTRUMENTS

        The fair value of the Company's cash  equivalents  and restricted  cash,
receivables,  marketable securities,  long-term investments,  line of credit and
long-term debt, payables and lease obligations approximates the carrying amount,
which is the amount for which the  instrument  could be  exchanged  in a current
transaction between willing parties. Information about each instrument follows:

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

        The  carrying  amount of cash,  cash  equivalents  and  restricted  cash
approximates  their fair value as of December 31, 2004 and 2005,  because of the
short term maturities of those instruments.

ACCOUNTS RECEIVABLE,  RECEIVABLES FROM RELATED PARTIES, VAT RECEIVABLE AND OTHER
RECEIVABLES

        The carrying  amounts of accounts  receivable,  receivables from related
parties, VAT receivable and other receivables approximate their fair value as of
December  31, 2004 and 2005  because of the expected  short term  collection  of
those instruments.

NOTES RECEIVABLE

        The carrying amount of notes receivable approximates their fair value as
of December 31, 2004 and 2005 because the interest rates approximate the rate of
similar instruments as of December 31, 2005.

Marketable securities

        The fair values of investment  securities are estimated  based on quoted
market prices as of December 31, 2004 and 2005 and are stated at fair value.

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, 2004 and 2005 is
based on a review of the assumptions underlying the operating performance of the
privately held companies.

LINE OF CREDIT AND LONG- TERM DEBT

        The fair values of the Company's line of credit and long-term debt as of
December 31, 2004 and 2005 approximate  recorded values as of December 31, 2004,
based on  similar  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, 2004 and 2005,  because of the
short term 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  and is  similar  to
recorded amounts as of December 31, 2005.

                                      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)

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

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

                                                           DECEMBER 31,
                                                      -----------------------
                                                         2004         2005
                                                      ----------  -----------
Forstaedernes Bank                                       8,417       11,323
                                                      ==========  ===========

        At December 31, 2004 the Company also has secured  lines-of-credit  with
Danish banks up to DKK 11.3 million.  Interest  rates  fluctuate with the market
rates of the major banks. The weighted average interest rates as of December 31,
2004 and 2005 were 5.5% and 6.0%,  respectively.  The Company has pledged  bonds
held in Dexia  Dannervirke  of  nominal  value of 13.0  million,  with a current
market value or 12.2 million, as collateral for the borrowings.

10.     BANK LOANS

        Bank loans consist of the following (in DKK):

                                                              DECEMBER 31,
                                                         -----------------------
                                                            2004         2005
--------------------------------------------------------------------------------
Forstaedernes Bank 5.5% note payable, due September
2009, payable in monthly installments of DKK 77,
with vehicles and broadcasting equipment valued at
DKK 4,150 pledged as collateral                                  --      3,111

Variable rate note payable, interest at CIBOR 3.75 at
December 31, 2005, payable in monthly installments of
DKK 7 through January 2013, with a vehicle valued at
DKK 564 pledged as collateral                                    --        520
                                                           --------   --------
                                                                         3,631

Less current portion                                             --        802
                                                           --------   --------
                                                                 --      2,829
                                                           ========   ========


The estimated  aggregate  maturities  required on long-term debt for each of the
individual years at December 31, 2005 are as follows:

                                                                         2005
                                                                      ----------
   Year ending December 31:
     2006                                                                   802
     2007                                                                   878
     2008                                                                   928
     2009                                                                   779
     2010                                                                    77
     Thereafter                                                             167
                                                                      ----------

                                                                          3,631
                                                                      ==========
                                      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)

11.     CAPITAL LEASES

        The Company is obligated  under capital leases for  production  vans and
equipment  that expire at November 1, 2008.  At December 31, 2004 and 2005,  the
gross  amount  of  production   vans  and  equipment  and  related   accumulated
depreciation recorded under capital leases and the amount of inventories subject
to sale-and-leaseback arrangements were as follows:

                                                           DECEMBER 31,
                                                           ------------
                                                         2004         2005
OB van and equipment                                    7,095        9,738
                                                      ----------   ----------


Less accumulated depreciation                           1,266        2,937
                                                      ----------   ----------

                                                        5,829        6,801
                                                      ==========   ==========


        For the year ended December 31, 2005 the Company  recorded  depreciation
expense on assets held under  capital  leases of DKK 1,671 which was included in
depreciation expense on the statements of operations.

        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 1.8 million, DKK 1.3 million and DKK 1.3 million in the
years ended December 31, 2003, 2004 and 2005, 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, as of December 31, 2005 are:

                                      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)

                                               CAPITAL LEASES   OPERATING LEASES
                                              ----------------  ----------------
Year ending December 31:
   2006                                             2,191            3,926
   2007                                             2,191              534
   2008                                             2,561              467
   2009                                               461               74
   2010                                                --               77
   2011 and thereafter                                 --              171
                                              ----------------  ----------------
        Total minimum lease payments                7,404            5,249
                                                                ================
Less amount representing interest                    (645)
                                              ----------------
        Present value of net minimum capital
          lease payments                            6,759
                                              ----------------
Less current installments of obligations
   under capital leases                             1,790
                                              ----------------
        Obligations under capital leases,
          excluding current installments            4,969
                                              ================


12.     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:

VERISIGN INC

        VeriSign was a minority shareholder in EuroTrust A/S (approx. 18%) until
April 1, 2004.  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.

                                                            DECEMBER 31,
                                                            ------------
                                                          2004        2005
                                                       ----------  ----------
VeriSign Inc. (Annual fees and royalties)                2,082           --
                                                       ==========  ==========

VeriSign Inc. (Accounts payable)                            --           --
                                                       ==========  ==========


        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  sold  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 paid the Company $8.5 million U.S. in cash and
assumed the ongoing obligations of EuroTrust PKI SSL contracts.

                                      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)

        Simultaneously with the closing of the transaction to sell the assets of
EuroTrust PKI to VeriSign, the Company repurchased 458,120 (Not in thousands) of
its ordinary  shares which is equivalent to 458,120 (Not in thousands)  American
Depository  Receipts or "ADRs" from VeriSign for $1,136 U.S. The  repurchase was
authorized by the Company's shareholders on May 28, 2003.

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 each of the three
years ended  December 31, 2003,  2004 and 2005. For the years ended December 31,
2003, 2004 and 2005 Nemeth & Sigetty A/S has been paid, DKK 418, DKK 962 and DKK
142 respectively.  The total outstanding payables due to Nemeth & Sigetty A/S at
December 31, 2004 and December 31, 2005 were DKK 0 and DKK10, respectively.

13.     INCOME TAXES

        The Company and each of its  subsidiaries  file  separate tax returns in
each 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, 2004 and 2005 are as follows (in DKK):

                                                             DECEMBER 31,
                                                       ------------------------
                                                          2004          2005
                                                       ----------    ----------
 LONG-TERM:

   Net operating loss carry forwards                       98,393        98,807
   Tax value of fixed assets in excess of book value
     of fixed assets                                        1,709         5,920
   Other temporary differences                                 --          (145)
   Unrealized loss on marketable securities                    --           237
   Deductible goodwill and intangible assets                2,624            --
   Provisions                                              10,262         9,122
                                                       ----------    ----------
   Total deferred tax assets                              112,988       113,941
   Less: Valuation allowance                             (109,016)     (105,330)
                                                       ----------    ----------
NET DEFERRED TAX ASSETS LONG-TERM                          3,972         8,611
                                                       ==========    ==========


        The  recognized  tax assets as of December  2004 and 2005 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.

                                      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)

        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, 2005 and their
expiration years are as follows (in DKK):

    EXPIRATION YEAR        DENMARK    TOTAL
------------------------   -------   -------

2006                        52,597    52,597
Indefinitely               294,903   294,903
                           -------   -------


        The  accumulated  tax loss  carry  forwards  cannot be used by all group
companies as not all companies have been jointly taxed.

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

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

                                                    2003       2004       2005
                                                  -------    -------    -------
    Pretax income (loss):
      Denmark                                        (995)    28,026    (12,218)
      Switzerland                                  (9,169)        --         --
                                                  -------    -------    -------
                                                  (10,164)    28,026    (12,218)
                                                  =======    =======    =======

    Significant components of the provision
      for income taxes are:

      Current:   Denmark                             (186)         0        145
                 Others                                 0          0         --
                                                  -------    -------    -------
                                                     (186)         0        145
                                                  -------    -------    -------

      Deferred:  Denmark                            1,677     (3,105)    (4,546)
                 Others                                 0          0          0
                                                  -------    -------    -------
                                                    1,677     (3,105)    (4,546)
                                                  -------    -------    -------
        Total:                                      1,491     (3,105)    (4,401)
                                                  =======    =======    =======

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

                                                          2003    2004    2005
                                                          ----    ----    ----

Danish income tax rate .................................    30%     30%     28%
Non taxable gain on sold business ......................     0%      0%      0%
Change in valuation allowance on deferred tax assets ...   (45)%   (45)%   (64)%
Other items, net .......................................     0%      0%      0%
Reported income tax expense ............................   (15)%   (15)%   (36)%

14.     SHAREHOLDERS' EQUITY

TREASURY SHARES

        During 2004, a total of 150,000 (not in thousands) shares were purchased
from a  shareholder  into  treasury  and were  later  sold for DKK  4,148.  Both
transactions  were at market price and resulted in a gain of DKK 319, which were
booked under additional paid in capital. The Company repurchased 458,120 (not in
thousands) of its ordinary  shares from VeriSign for $1,136 U.S.  simultaneously
with the  closing  of the  transaction  to sell the assets of  EuroTrust  PKI to
VeriSign. The shares were purchased into treasury.

        During the fourth  quarter of 2004,  the Company  cancelled  the 458,120
(not in thousands) in treasury with a cost of DKK 11,042.

        In 2003 the Company  issued from  treasury  139,423  (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.

COMMON STOCK

        During 2005, the Company  issued 717,965 shares (not in thousands)  upon
the exercise of options at pricing ranging from $1.37 to $5.34 per share.

        During 2004, the Company  issued 345,254 shares (not in thousands)  upon
the exercise of options at pricing ranging from $1.32 to $2.46 per share.

        During 2003, the Company  issued 758,079 shares (not in thousands)  upon
the exercise of options at pricing ranging from $1.26 to $1.50 per share.

1 FOR 6 REVERSE STOCK SPLIT OF ORDINARY SHARES

        On  May  19,  2005,  and  reflected  in  the  accompanying  consolidated
financial  statements the Company effected a 1 for 6 reverse stock split of it's
ordinary  shares wherein in lieu of issuing a fraction of a New Share, to pay to
each  holder the value  thereof  based upon the  closing  price of an ADR on the
NASDAQ Small Cap Market on the day on which the change shall have occurred.  The
Company further effected a change in the par value of each ordinary common share
of the Company from DKK1.25 to DKK 7.50.

                                      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)

15.     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,
                                                     ---------------------------
(In Thousands)                                         2003      2004      2005
                                                     -------   -------   -------
Determination of basic and diluted shares:

Weighted-average shares outstanding                    4,671     4,947     5,478

Potential common shares--dilutive stock options           --       319        --
                                                     -------   -------   -------
Basic and diluted average common shares outstanding    4,671     5,266     5,478


        In 2005, the Company excluded 2 (in thousands)  common share equivalents
with a weighted-average  share price of $6.35, in 2004, the Company excluded 267
(in thousands) weighted-average common share equivalents with a weighted-average
share  price of $5.52  and in 2003,  the  Company  excluded  136 (in  thousands)
weighted-average common share equivalents with a weighted-average share price of
$1.38 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,  2005 the  Company  issued
716,527 (not in thousands) common ADR shares upon the exercise of stock options.

                                      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)

16.     STOCK OPTIONS

        2001 INCENTIVE OPTION PLAN

        During 2001, the Board authorized the grant and issue of 354,167 (not in
thousands)  options each to purchase  one common  share at various  share prices
ranging  from  $6.30 to  $10.26  per share 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 January 1, 2006.
At December 31, 2005, 833 (not in thousands) options were outstanding.

        In addition  during 2001,  the Board  authorized  the grant and issue of
7,500 (not in thousands) options each to purchase one common share at a price of
$6.54. A total of 2,500 (not in thousands) of these options  became  exercisable
during 2002,  another  2,500 (not in  thousands)  vest in 2003 and the remainder
vest in 2004. These options all expired on January 1, 2005.

        2002 INCENTIVE STOCK OPTION PLAN

        During 2002, the Board authorized the grant and issue of 413,924 (not in
thousands)  stock  options each to purchase  one common  share at various  share
prices  ranging from $2.34 to $7.86 to employees  and  directors of the Company.
The  exercise  price of the options was equal to the market price on the date of
grant. At December 31, 2005 none of the options were outstanding.

        2003 INCENTIVE STOCK OPTION PLAN

        During 2003, the Board  authorized the grant and issue of 1,318,750 (not
in  thousands)  stock options each to purchase one common share at various share
prices  ranging from $1.20 to $2.88 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 82,500 (not in thousands)  were  outstanding at December
31, 2005.  The stock  options are  exercisable  during the year of grant through
their expiration dates ranging from May 30, 2005 to February 3, 2008.

        2004 INCENTIVE STOCK OPTION PLAN

        During 2004, the Board authorized the grant and issue of 434,621 (not in
thousands)  stock  options each to purchase  one common  share at various  share
prices  ranging from $3.24 to $3.76 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 291,527 (not in thousands) were  outstanding at December
31, 2005.  The stock  options are  exercisable  during the year of grant and all
stock options have expiration dates ranging from May 12, 2007 to May 12, 2009.

        2005 INCENTIVE STOCK OPTION PLAN

        During 2005, the Board authorized the grant and issue of 738,500 (not in
thousands)  stock  options each to purchase  one common  share at various  share
prices  ranging from $4.75 to $6.00 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 538,000 (not in thousands) were  outstanding at December
31, 2005.  The stock  options are  exercisable  during the year of grant and all
stock options have expiration  dates ranging from December 31, 2005 to April 30,
2015.

                                      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)

        A  summary  of  the  Company's  stock  option   activity,   and  related
information for the three years ended December 31, 2005 is as follows:

<TABLE>
<CAPTION>
                                             2003                       2004                        2005
                                    -----------------------    -----------------------     -----------------------
                                                WEIGHTED                   WEIGHTED                    WEIGHTED
                                                 AVERAGE                    AVERAGE                     AVERAGE
                                    OPTIONS  EXERCISE PRICE    OPTIONS  EXERCISE PRICE     OPTIONS  EXERCISE PRICE
                                    -------  --------------    -------  --------------     -------  --------------
<S>                                  <C>         <C>              <C>       <C>              <C>        <C>
  Outstanding, beginning of year     1,021       $7.92            947       $3.12            973        $3.48
  Granted                            1,319        1.38            435        3.48            739         4.79
  Exercised                          (758)        1.26          (345)        1.32           (669)        2.58
  Forfeited                          (250)        5.94            --           --             --           --
  Expired                            (385)        7.50           (64)        7.74           (130)        4.93
                                    -------  --------------    -------  --------------     -------  --------------
  Outstanding, end of year             947       $3.12            973       $3.48            913        $4.08
  Exercisable, end of year             944       $3.12            903       $3.48            913        $4.08
Weighted average fair value of
options granted during the year                  $6.42                      $3.18                       $4.22
</TABLE>

        The  following  table   summarizes   information   about  stock  options
outstanding as of December 31, 2005:

<TABLE>
<CAPTION>
                                     WEIGHTED
                                     AVERAGE       WEIGHTED-
                                    REMAINING       AVERAGE
    RANGE OF            SHARES      CONTRACTUAL    EXERCISE      SHARES     WEIGHTED-AVERAGE
 EXERCISE PRICES      OUTSTANDING       LIFE         PRICE     EXERCISABLE   EXERCISE PRICE
------------------    -----------  -------------  -----------  -----------  ----------------
<S>                          <C>     <C>             <C>              <C>        <C>
  $1.50 - $1.50               63     2.1 years       $1.50             63        $1.50
  $2.85 - $2.85               20     2.1 years       $2.85             20        $2.85
  $3.25 - $3.76              291     2.7 years       $3.49            291        $3.49
  $4.75 - $4.75              537     9.3 years       $4.75            537        $4.75
  $6.00 - $6.78                2     2.7 years       $6.35              2        $6.35
                      -----------  -------------  -----------  -----------  ----------------
      Total                  913     6.5 years       $4.09            913        $4.09
                      -----------  -------------  -----------  -----------  ----------------
</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.

        WARRANTS

        During 2005, the Company recorded DKK 114 in consulting  expense for the
issuance of warrants to purchase 25,000 (not in thousands)  common shares at DKK
34.78 expiring August 31, 2005. The warrants were valued using the Black Scholes
method and with the following  variables Yield of 0%, Volatility of 36.82%, Risk
free interest rate of 3%, and estimated life of 0.46 years.

        During 2004, the Company  recorded DKK 85 in consulting  expense for the
issuance of warrants to purchase 25,000 (not in thousands)  common shares at DKK
23.76  expiring  February  28, 2005.  The  warrants  were valued using the Black
Scholes  method and with the  following  variables  Yield of 0%,  Volatility  of
42.79%, Risk free interest rate of 3%, and estimated life of 0.5 years.

                                      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)

17.     PENSIONS

        During  2003,  2004 and 2005,  the company has  recognized  expenses for
defined  contribution pension agreements paid to pension and insurance companies
on behalf of employees  totaling  DKK 1.8  million,  DKK 0.8 million and DKK 0.5
million,  respectively.  The Company has no liability beyond their contributions
related to the pensions.

18.     NON-CASH FINANCING AND INVESTING ACTIVITIES

        Capital  lease  obligations  of DKK 1,176,  DKK 5,829 and DKK 2,733 were
incurred  in 2003,  2004 and 2005  respectively.  The Company  entered  into the
leases for machinery, equipment and automobiles.

        In 2003 the Company  issued from  treasury,  139,422 (not in  thousands)
shares of its common  stock in  connection  with a guarantee  for  committing  a
private placement in EuroTrust valid for 12 months.

19.     COMMITMENTS

        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 DKK 0 for the cost of such  guarantees  as of
December 31, 2004 and 2005.

20.     LITIGATION

        During 2003, the Company  recorded a provision of DKK 1,000 for expenses
relating to an  arbitration  court  regarding the  construction  of our building
located in Soeborg.  The constructor  claimed bills for extra work performed and
EuroTrust  claim   compensation  due  to  insufficient  work  performed  by  the
constructor.  During 2004, as a result of the arbitration the Company paid a net
payment to the constructor of approx. DKK 1,000 in settlement of the case.

        During 2004, the Company paid Cyberguard DKK 994 in settlement of claims
arising out of a disagreement  regarding a reseller  agreement signed in October
2002.

        The  Company  is  from  time to  time  involved  in  routine  legal  and
administrative proceedings and claims of various types. While any proceedings or
claim  contains an element of  uncertainty,  Management  does not expect them to
have an affect on our results of operations or financial position.

                                      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)

21.     SEGMENT REPORTING

        The Company's  Chief  Operating  Decision-maker,  as defined in SFAS No.
131, is considered to be  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 two reportable  segments under SFAS 131
from 2002 to 2004 as follows:  (i) Internet services,  and (ii) broadcast media.
The print and online  media  segment was  disposed  of in December  2001 and is,
therefore, treated as a discontinued operation thereafter. The internet services
segment  was  disposed  of  during  2004 and  2003  with  the  operations  being
classified as  discontinued  operations  with the exception of the operations of
the EuroTrust Secure Hosting and Netvaulting components as the Company continued
to receive royalties from the existing customers at the time of their sale.

        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.

        Net sales by geographical  location and reportable  segment  information
for each and  business  segment for each of the years ended  December  31, 2003,
2004 and 2005 is presented in the following tables:

                                      F-40
<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)

                   2003                2004                2005           2005
               DKK       %         DKK       %         DKK       %         USD
             -------  --------   -------  --------   -------  --------   -------
Denmark      109,000     99.2%    84,510       93%    86,785       92%    13,723
Norway           417      0.4%        --       -%         --       -%         --
Sweden           405      0.4%     6,526        7%     7,868        8%     1,244
             -------  --------   -------  --------   -------  --------   -------
             109,822      100%    91,036      100%    94,653      100%    14,967
             -------  --------   -------  --------   -------  --------   -------



        The segmented data are as follows:

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

                                      F-41
<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>
                                                                     YEARS ENDED DECEMBER 31,
                                                         2003           2004           2005           2005
                                                     ------------   ------------   ------------   ------------
                                                          DKK            DKK            DKK            USD
<S>                                                       <C>            <C>            <C>            <C>
INTERNET SERVICES:
Net revenue                                                21,203             23              0              0
Operating expenses:
   Cost of sales                                            7,773              0              0              0
   Selling and marketing expenses                           5,410          3,502          2,847            451
   General and administrative expenses                     14,344          8,905          6,839          1,081
   Depreciation, amortization and write down                1,311          2,071            594             94
                                                     ------------   ------------   ------------   ------------
   Total operating expenses                                28,838         14,478         10,280          1,626
                                                     ------------   ------------   ------------   ------------
Operating income (loss)                                    (7,635)       (14,455)       (10,280)        (1,626)
                                                     ------------   ------------   ------------   ------------
Capital expenditure                                         1,762          2,541              0
                                                     ------------   ------------   ------------   ------------
Total assets                                               65,655         55,581         36,658          5,796
                                                     ------------   ------------   ------------   ------------

BROADCAST MEDIA
Net revenue                                                88,619         91,013         94,653         14,967
Operating expenses:
   Cost of sales                                           58,045         60,349         68,805         10,880
   Selling and marketing expenses                          12,085         14,225         14,302          2,261
   General and administrative expenses                     12,537         12,638         13,916          2,201
   Depreciation, amortization and write down                4,764          9,069         11,101          1,755
                                                     ------------   ------------   ------------   ------------
   Total operating expenses                                87,431         96,281        108,124         17,097
                                                     ------------   ------------   ------------   ------------
Operating income (loss)                                     1,188         (5,268)       (13,471)        (2,130)
                                                     ------------   ------------   ------------   ------------
Capital expenditure                                        13,743         29,261        (30,014)        (4,746)
                                                     ------------   ------------   ------------   ------------
Total assets                                               75,190        122,667        124,297         19,655
                                                     ------------   ------------   ------------   ------------

CONSOLIDATED
Net revenue                                               109,822         91,036         94,653         14,967
Operating expenses:
   Cost of sales                                           65,818         60,349         68,805         10,880
   Selling and marketing expenses                          17,495         17,727         17,149          2,712
   General and administrative expenses                     26,881         21,543         20,755          3,282
   Depreciation, amortization and write down                6,075         11,140         11,695          1,849
                                                     ------------   ------------   ------------   ------------
   Total operating expenses                               116,269        110,759        118,404         18,723
                                                     ------------   ------------   ------------   ------------
Operating income (loss)                                    (6,447)       (19,723)       (23,751)        (3,756)
                                                     ------------   ------------   ------------   ------------
Capital expenditure                                        15,505         31,802        (30,014)        (4,746)
                                                     ------------   ------------   ------------   ------------
Total assets                                              140,845        178,248        160,955         25,450
                                                     ------------   ------------   ------------   ------------
</TABLE>

 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 6.3241.

                                      F-42
<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)

24.     SUBSEQUENT EVENTS

        During  January  through May of 2006, the Company issued 816,527 (not in
thousands)  common ADR shares upon the exercise of stock  options at DKK 9.49 to
DKK 30.04 per share.

        On May 4, 2006,  the Company sold three of its seven  mobile  television
production  vans, its Prime Vision brand name and the external  customer base of
Prime Vision.

        On June 2, 2006, the Company  effectively  discontinued  its' production
and broadcasting  operations  through the sale of all the issued and outstanding
shares  of  Euro-Vision  A/S  for  31,250,000  shares  of  Tritel  Media  AB (or
approximate 23% of the shares outstanding of Tritel Media AB).

        On November 29, 2005, the Company  entered into an agreement to acquire,
Aktiv Gruppen Holdings A/S and  subsidiaries  through the issuance of 21,700,000
shares of the  Company  for all 10,000  issued and  outstanding  shares of Aktiv
Gruppen Holdings A.S to be closed upon the approval of the Danish Authority that
the  transaction  will be considered a tax free exchange and Company will remain
listed on the NASDAQ  market.  On April 17, 2006, the Company closed the merger.
The merger was accounted for as a reverse  merger or  recapitalization  of Aktiv
Gruppen  Holdings A/S,  wherein  Aktiv Gruppen  Holdings A/S became a 100% owned
subsidiary of EuroTrust A/S. Therefore, the pre-acquisition financial statements
of  Aktiv  Gruppen  Holding  A/S will be  treated  as the  historical  financial
statements of the combined companies. The historical accumulated deficit through
the date of acquistion of EuroTrust A/S will be reclassified  against additional
paid in capital.The  results of operations of EuroTrust will only be included in
the financial results from the date of the acquisition.  In addition,  EuroTrust
changed its fiscal year end from  December  31, to June 30,  which is the fiscal
year end of Aktiv Gruppen  Holdings A/S. In connection  with the reverse  merger
the  Company's  President  resigned  and the  Company  has  agreed to buyout his
employment agreement for DKK 3,200.

        Unaudited  proforma  condensed  combined  balance sheet  aggregating the
balance  sheet of  EuroTrust  A/S and  Subsidiaries  as of June 30, 2005 and the
balance sheet of Aktiv Gruppen Holdings A/S and Subsidiaries as of June 30, 2005
accounting  for the  transaction  as a  recapitalization  of the  Aktiv  Gruppen
Holdings A/S with the issuance of shares for the net assets of EuroTrust  A/S (a
reverse  acquisition),  giving effect to the transaction,  as if the transaction
had occurred as of June 30, 2005,  and  unaudited  proforma  condensed  combined
statement of operations which reflect the results of operations of EuroTrust A/S
and  Subsidiaries  for the twelve month periods ended June 30, 2005 and 2004 and
the results of operations of Aktiv Gruppen Holdings A/S and Subsidiaries for the
years ended June 30, 2005 and 2004 as if the  transaction had occurred as of the
July 1, 2003 were filed with the SEC on form 6-K dated April 12, 2006.

        On May 17,  2006,  The Company  entered  into  agreements  to purchase a
controlling interest in European Wind Farms A/S, for a purchase price of DKK 120
million  (approximately $20 million) and 915,500 ordinary shares of the Company.
The cash  purchase  price will be paid to European  Wind Farms in  exchange  for
newly issued shares and the 915,500  shares of the Company will be issued to the
existing  shareholders  of European  Wind Farms in  exchange  for certain of the
shares owned by them.  The closing of the merger is subject to the Company's due
dilligence  and a ruling  approving the  transaction as a tax free merger and is
expected to occur during July 2006.  Upon  completion  of the  transactions  the
Company will own 50.25% of the outstanding shares of European Wind Farms.

        During May 2006, The Company issued 2,650,000 common shares to purchased
the  remaining  50%  interest in AGH Nordan  Invest A/S that it does not already
own.

        On June 2, 2006, the Company  acquired two Danish  property  development
companies -- Drejens  Strandskovpark  A/S and 2 S  Ejendomsinvest  ApS -- for an
aggregate  purchase price of DKK140 million payable in cash.  These entities are
in the process of building a 200 unit residential  development,  wellness centre
and golf  course at Romo,  Denmark,  and a 60 unit  residential  development  in
Kolding,  Denmark. In addition they have projects rights to construct residences
and a holiday centre near Mommark at Als and residences in Esbjerg, Denmark.

                                      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)

    2.1     Employee and Director Subscription Option Plan (4)

    4.5     Form  of  Employment  Agreement  between  the  Registrant  and  Aldo
            Petersen, effective as of January 1, 2005 (4)

    4.6     Form of Employment  Agreement between the Registrant and Soren Degn,
            effective as of January 1, 2005 (4)

    8.1     List of the Subsidiaries of the Registrant *

    11.1    Code of Ethics (3)

    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)  Filed as an exhibit to the Company's  Annual Report on Form 20-F,  filed on
     June 27, 2002, and incorporated by reference herein,.

(2)  Filed as an exhibit to the Company's  original  filing of the  Registration
     Statement  on Form F-1 (File No,  333-7092),  filed on June 20,  1997,  and
     incorporated by reference herein.

(3)  Filed as an exhibit to the Company's  Annual Report on Form 20-F,  filed on
     September 23, 2003, and incorporated by reference herein.

(4)  Filed as an exhibit to the Company's  Annual Report on Form 20-F,  filed on
     June 3, 2005, and incorporated by reference herein.