As filed with the Securities and Exchange Commission on November 29, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A

                                 AMENDMENT NO. 2

[ ]    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, 2004

                                       OR

[ ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934
         For the transition period from __________ to __________

                          Commission File No.: 0-30690

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

      EUROTRUST A/S                                    THE KINGDOM OF DENMARK
(Translation of Company's                         (Jurisdiction of incorporation
    name into English)                                    or organization)
                              POPPELGAARDVEJ 11-13
                              2860 SOEBORG DENMARK
                    (Address of principal executive offices)
<TABLE>
<S>                                                           <C>
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  reporting  obligation     American  Depositary  Shares,  each representing
pursuant to Section 15(d) of the Act:                         six ordinary shares,  nominal value DKK 1.25 per
                                                              ordinary share.
</TABLE>
Indicate the number of outstanding  shares of each of the
Company's  classes  of  capital  or  common  stock as of close  Ordinary  shares
5,108,267 of the period  covered by the annual  report  (December  31,  American
Depositary Shares: 5,108,267 2004):

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

                                 YES [X]       NO [ ]

       Indicate by check mark which financial  statement item the Registrant has
elected to follow Item 17 [ ] Item 18 [X]


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                           PAGE

EXCHANGE RATE INFORMATION.....................................................................4
<S>            <C>                                                                          <C>
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....................................................14

ITEM 5.        OPERATING AND FINANCIAL REVIEW AND PROSPECTS..................................24

ITEM 6.        DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES....................................37

ITEM 7.        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.............................43

ITEM 8.        FINANCIAL INFORMATION.........................................................45

ITEM 9.        THE OFFER AND LISTING.........................................................45

ITEM 10.       ADDITIONAL INFORMATION........................................................47

ITEM 11.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....................51

ITEM 12.       DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES........................52

ITEM 13.       DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES...............................52

ITEM 14.       MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
               USE OF PROCEEDS...............................................................52

ITEM 15.       CONTROLS AND PROCEDURES.......................................................52

ITEM 16.       RESERVED......................................................................52

ITEM 16A.      AUDIT COMMITTEE FINANCIAL EXPERT..............................................52

ITEM 16B.      CODE OF ETHICS................................................................52

ITEM 16C.      PRINCIPAL ACCOUNTANT FEES AND SERVICES........................................53

ITEM 16D.      EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT...............................53

ITEM 16E.      PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED...................53

ITEM 17.       FINANCIAL STATEMENTS..........................................................54

ITEM 18.       FINANCIAL STATEMENTS..........................................................54

ITEM 19.       EXHIBITS......................................................................55

SIGNATURES ..................................................................................56
</TABLE>


<PAGE>



                                EXPLANATORY NOTE

        This Form  20-F/A  is being  filed by  EuroTrust  A/S  ("EuroTrust")  as
Amendment  No. 2 to its Annual  Report on Form 20-F  filed on June 3,  2005,  as
amended on  November  3, 2005 (the  "Amended  Form  20-F").  The purpose of this
Amendment  No.  2 is to (i)  include  the  revised  report  of  our  independent
registered  public  accounting  firm;  (ii)  revise  the  Restated  Consolidated
Statement of Cash Flows to separately show cash used in discontinued  operations
as operating, investing and financing activities; and (iii) include in the notes
to the financial  statements a description of the impact of all the restatements
to  financial  statements  for the year ended  December  31, 2004 on  previously
issued financial statements (See Note 1 to the Financial Statements).

        Except to reflect the changes described above, this Amendment No. 2 does
not,  and does not purport to,  modify or update the  disclosures  contained  in
EuroTrust's Amended Form 20-F.













                                       3
<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,  2004 into U.S.  dollars  at an  exchange  rate of $1.00 = DKK
5.4676,  which was the noon buying rate on December 31, 2004,  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, 2004, 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/A 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 3.D),  "Information  on the
Company" (Item 4) and "Operating and Financial Review and Prospects" (Item 5).




                                       4
<PAGE>

ITEM 1.       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

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

ITEM 2.       OFFER STATISTICS AND EXPECTED TIMETABLE

         Not required because this Form 20-F/A 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, 2000, 2001, 2002, 2003 and 2004 and for the years then ended have been taken
or are derived  from our audited  consolidated  financial  statements  for those
periods.  The  selected  consolidated  financial  data  have  been  prepared  in
accordance with generally accepted accounting principles in the United States of
America ("GAAP").

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

         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 will pay 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, 2000.

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


                                       5
<PAGE>

CONSOLIDATED STATEMENT OF OPERATIONS DATA:(1)
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                           -----------------------
                                                      2000       2001        2002        2003         2004          2004
                                                   ---------- ----------  ----------   ---------    ---------    -------
                                                      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                                       188,628    151,914      92,028      109,822        91,036      16,650
       Total operating expenses                      290,870    347,922     161,000      116,269       110,759      20,257
                                                    --------  ---------    --------      -------      --------     -------
       Operating loss                               (102,242)  (196,008)    (68,972)      (6,447)      (19,723)     (3,607)
                                                    ========  =========    ========      =======      ========     =======
       Net (loss) income from
                continuing operations
                                                    (101,384)    18,165     (97,363)      (7,959)      (26,251)     (4,801)
                                                    ========  =========    ========      =======      ========     =======
       Net (loss) income from
                discontinued operations              (25,042)   (10,460)   (185,985)       1,629        84,705      15,492
                                                    ========  =========    ========      =======      ========     =======
       Cumulative effect of change in
       accounting principle                          (20,278)         0           0            0             0           0
                                                    ========  =========    ========      =======      ========     =======

       Net (loss) income                            (146,704)     7,705    (283,348)      (6,330)       58,454      10,691
                                                    ========  =========    ========      =======      ========     =======
       (Loss) Income from continuing operations
              per average common share, basic         (35.88)      4.50      (22.33)       (1.70)        (5.30)      (0.97)
                                                    ========  =========    ========      =======      ========     =======
       (Loss) Income from discontinued operations
               per average common share, basic         (8.82)     (2.58)     (42.66)        0.35         17.12        3.13
                                                    ========  =========    ========      =======      ========     =======
       Net (loss) income per average
                common share, basic                   (51.90)      1.92      (64.99)       (1.35)        11.82        2.16
                                                    ========  =========    ========      =======      ========     =======
       (Loss) Income from continuing operations
              per average common share, diluted       (35.88)      4.38      (22.33)       (1.70)        (4.99)      (0.91)
                                                    ========  =========    ========      =======      ========     =======
       (Loss) income from discontinued
                operations per average
                common share, diluted                  (8.82)     (2.52)     (42.66)        0.35         16.09        2.94
                                                       =====       ====      ======        =====         =====       =====
       Net (loss) income per average common
                share diluted                         (51.90)      1.86      (64.99)       (1.35)        11.10        2.03
                                                       =====       ====      ======        =====         =====        ====
       Weighted average number of common
                 shares outstanding, basic             2,828      4.030       4,360        4,671         4,947       4,947
                                                       =====      =====       =====        =====         =====       =====
       Weighted average number of common
                shares outstanding diluted             2,828      4,124       4,360        4,671         5,266       5,266
                                                       =====      =====       =====        =====         =====       =====
</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.


                                       6
<PAGE>

<TABLE>
<S>                                                <C>        <C>           <C>          <C>           <C>          <C>
INTERNET SERVICES:
       Revenue                                      94,999     72,183       20,008       21,203            23           4
       Total operating expenses                    179,985    238,112       95,554       28,838        14,478       2,648
                                                   -------   --------     --------       ------        ------       -----
       Operating loss                              (84,986)  (165,929)     (75,546)      (7,635)      (14,455)     (2,644)
                                                   =======   ========     ========       ======       =======      ======


BROADCAST MEDIA:
       Revenue                                      83,005     79,731       72,020       88,619        91,013      16,646
       Total operating expenses                     94,156    109,810       65,446       87,431        96,281      17,609
                                                   -------   --------     --------       ------       -------      ------
       Operating income (loss)                     (11,151)   (30,079)       6,574        1,188        (5,268)       (963)
                                                   =======   ========     ========       ======       =======      ======

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

DISCONTINUED OPERATIONS, NET (LOSS) GAIN:          (25,042)   (10,460)   (179,985)      (8,420)         1,090         199
                                                   =======   ========     =======        ======       =======      ======
</TABLE>
CONSOLIDATED BALANCE SHEET DATA:
<TABLE>
<CAPTION>
                                                                          AS OF DECEMBER 31,

                                                   2000       2001        2002        2003         2004         2004
                                                ---------- ----------   ---------   ---------    ---------   ----------
                                                   DKK         DKK         DKK         DKK          DKK         US$
                                                                            (IN THOUSANDS)
<S>                                               <C>        <C>          <C>         <C>          <C>         <C>
      Total assets                                357,051    445,611      168,217     140,845      178,248     32,600
      Net assets                                  199,638    333,168       44,242      46,360      101,566     18,576
      Capital stock                                25,814     34,006       34,006      39,693       38,312      7,007
      Working capital (deficit)                   (6,009)    137,256      (4,280)    (35,674)     (19,447)    (3,557)
      Number of ordinary shares outstanding         3,442      4,534        4,534       5,292        5,108      5,108
</TABLE>

We have never paid any dividends on our ordinary shares.

EXCHANGE RATE INFORMATION

         The exchange rate on May 24, 2005 (the latest practicable date) was DKK
5.9035 per $1.00.  The following table sets forth (i) the average  exchange rate
for the years  2000,  2001,  2002,  2003 and 2004  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.)

                                       7
<PAGE>

                                     AVERAGE
                                     -------
YEAR ENDED DECEMBER 31:
-----------------------
2000                                 DKK 8.0829
2001                                 DKK 8.3619
2002                                 DKK 7.8897
2003                                 DKK 6.5899
2004                                 DKK 5.9893

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

May 2005  (as of  May 24, 2005)                     DKK 5.9365        DKK 5.7469
April 2005                                          DKK 5.8158        DKK 5.7049
March 2005                                          DKK 5.7630        DKK 5.5502
February 2005                                       DKK 5.8312        DKK 5.6118
January 2005                                        DKK 5.7527        DKK 5.5061
December 2004                                       DKK 5.6334        DKK 5.4580


B.       CAPITALIZATION AND INDEBTEDNESS

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

C.       REASONS FOR THE OFFER AND USE OF PROCEEDS

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

D.       RISK FACTORS

         IN ADDITION TO OTHER  INFORMATION  IN THIS FORM 20-F/A,  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/A AS A RESULT OF THE RISK FACTORS  DISCUSSED  BELOW
AND ELSEWHERE IN THIS FORM 20-F/A.

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,  2000,
2002 and 2003 and we incurred an  operating  loss in each of those years and for
the year ended December 31, 2001. For the year ended December 31, 2004 we had an
operating loss of DKK 26.3 million  (approximately $4.8 million). As of December
31, 2004,  we had an  accumulated  deficit of DKK 457.4  million  (approximately
$83.7 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.

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  opportunities.  If we need to raise
additional  capital in the future,  we cannot assure you that we will be


                                       8
<PAGE>

able to do so on  acceptable  terms or at all.  If we raise  additional  capital
through the issuance of equity or convertible  debt  securities,  the percentage
ownership of our company held by existing shareholders, including holders of our
ADSs, will be diluted.  In addition,  new securities may contain certain rights,
preferences or privileges that are senior to those of our ordinary shares. If we
are unsuccessful in raising  additional  capital,  when needed, our business and
results from operations may be materially and adversely affected.

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

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

     o   market acceptance of our products and services;

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

     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
         Scandanavia;

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

     o   customer renewal rates for our products and services;

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

     o   developing our direct and indirect distribution channels;

     o   a decrease in the level of spending for Internet  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.


                                       9
<PAGE>

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 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


                                       10
<PAGE>

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.

WE MAY  NEVER  RECEIVE  ANY  ROYALTY  PAYMENTS  FROM THE SALE OF THE  BUSINESSES
RELATED TO OUR INTERNET SERVICES DIVISION.

         During 2003 and 2004 we sold all of the business  operations related to
our internet services division including,  the secure internet hosting business,
the digital video surveillance business, the secure remote back-up business, the
PKI services  business and the virus detection  software and services  business.
Pursuant to the terms of the agreements for the sale of some of these businesses
we are entitled to royalty  payments until 2010. If any of these businesses fail
to maintain or achieve  market  acceptance  at a level  necessary to sustain the
business  then,  we will  receive a  diminished  level  of, or even no,  royalty
payments  and,  as a  result,  our  results  from  operations  may be  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, technologies, services or products available for acquisition
or  investment.  Our long-term  growth  strategy  could be impeded if we fail to
identify and acquire or invest in promising  candidates  on terms  acceptable to
us.

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

     o   disrupting our business;

     o   incurring  additional  expense  associated with a write-off of 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   maintaining existing customer relationships of acquired companies;



                                       11
<PAGE>


     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.

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

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

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

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

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

         Our success  depends in large part on the  contributions  of our senior
management team, technology personnel and other key employees and on our ability
to  attract,  integrate,  train,  retain  and  motivate  these  individuals  and
additional highly skilled technical and sales and marketing  personnel.  We face
intense competition in hiring and retaining quality management  personnel.  Many
of these  companies have greater  financial  resources than we do to attract and
retain qualified  personnel.  The only key employees that have signed employment
agreements are Aldo Petersen,  our Chief Executive Officer,  and Soren Degn, our
Chief  Financial  Officer.  Under these  agreements,  they can  terminate  their
employment


                                       12
<PAGE>

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

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

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

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

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

     o   variations in our operating results;

     o   the liquidity of the markets;

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

     o   changes in earnings estimates by analysts;

     o   sales of ADSs by existing holders; and

     o   general economic conditions.

         In  addition,  Nasdaq has recently  experienced  broad price and volume
fluctuations.  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.

                                       13
<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.

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  consists of our broadcast media  division,  which owns dk4, a
Danish television station and operates one of the largest television  production
companies in Scandinavia, 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.  The new  channel is
currently in the testing phase of development and is


                                       14
<PAGE>

projected to provided  coverage of, among other sports,  boxing,  volleyball and
basketball.  However,  the channel will not be televising soccer or handball the
two most popular sports in Denmark,  as these sports  currently have  agreements
with other broadcasters.

         We are in on-going  negotiations with TDC on Cable to carry 4SPORT. The
early response to 4SPORT has been very encouraging.  Given this response and the
response to new  programming  for dk4, we plan to focus on the  development  and
introduction of more speciality content platforms in 2005 and beyond.

         In  particular,  we believe  that dk4's  long-standing  coverage of the
European  Parliament  for Danish  viewers should be extendible to a pan-European
audience.  The  European  Parliament  is desirous of making the  citizens of the
member countries of the European Union ("EU") aware of the increased  importance
of the EU and the  influence  it has on the politics of its  independent  member
nations.  To support that objective,  we have discussed with  representatives of
the European  Parliament,  the proposed  establishment  of Europa  Kanalen ("The
European  Channel") to provide coverage of the EU political  process for viewers
in other countries. We hope to begin coverage in 2005 or 2006 in three countries
and then to jointly assess the results of the European Channel with the European
Parliament to determine  whether  coverage  throughout  Europe is practical.  If
successful,  this could  provide us with a  Europe-wide  content  platform  with
substantial growth opportunities. Since content providers are historically among
the  most  financially   successful  media  operations,   we  plan  to  allocate
significant resources to this initiative.

B.       BUSINESS OVERVIEW

         Our objective is to become a leading provider of television  production
facilities  for live events in the  Northern  European  market and to expand our
offering of quality content on our dk4 broadcast station, as well as, to develop
and introduce more  speciality  content  platforms in the future,  including our
recently established specialty television channel 4SPORT.

         MEDIA

         For most of 2001 we operated  two  television  channels,  dk4 and Bio+.
Both  channels  were  carried by TDC on Cable,  formerly  known as  TeleDanmark,
Denmark's   largest  cable  operator.   In  October  2001  we  consolidated  the
programming of both channels into dk4, and expanded its  programming by covering
European Union parliament  sessions and joining the  Pan-European  Parliament TV
network.  This decision was a result of the fact that the agreement  with TDC to
broadcast  dk4 was extended 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.  The new channel is currently in
the testing phase of development and is projected to provided coverage of, among
other sports, boxing, volleyball and basketball.


                                       15
<PAGE>

         We are in on-going  negotiations with TDC on Cable to carry 4SPORT. The
early response to 4SPORT has been very encouraging.  Given this response and the
response to new  programming  for dk4, we plan to focus on the  development  and
introduction of more speciality content platforms in 2005 and beyond.

                  DK4

         We acquired dk4 in October 1999. As of December 31, 2004, 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.  PV owns and
operates eight large mobile vans used in the broadcasting of live events and for
the production of original television programming. These vans include all of the
necessary equipment required for these productions,  including cameras and sound
equipment.  PV employs the technicians such as cameramen and sound engineers who
are expert in the  appropriate  operation of the  equipment.  Therefore,  PV can
offer a complete  package of production  equipment and personnel to broadcasters
who broadcast live events and to companies who produce original programming. One
of our primary  objectives is for PV to become the leading  production  facility
house  in  Scandinavia.  By the end of  2003


                                       16
<PAGE>

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  one of the largest  television  production  companies  in
Scandinavia, 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.



                                       17
<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
provide(d) 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


                                       18
<PAGE>

existing  applications  and  databases,  consulting  on policies and  procedures
related to the  management  and  deployment  of digital  certificates,  training
classes on the latest  developments  in security  technology  and  selecting the
necessary software and hardware to complement a digital certificate solution.

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

         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


                                       19
<PAGE>


DISTRIBUTION OF SALES

         The  following  tables set out our  revenues by category and region for
each of the years ended December 31, 2002, 2003 and 2004.






























                                       20
<PAGE>



BREAKDOWN OF REVENUES BY CATEGORY(1)
<TABLE>
<CAPTION>
                                 2002                        2003                         2004                     2004
                          ------------------          ------------------            ------------------          -----------
                         DKK         PERCENTAGE       DKK        PERCENTAGE        DKK        PERCENTAGE     US$        PERCENTAGE
                      ----------     ------------  ----------    ------------    ---------    ------------  -------     ------------
                                                           (CURRENCY AMOUNTS ARE IN THOUSANDS)
<S>                      <C>                 <C>      <C>                <C>           <C>             <C>        <C>            <C>
Internet services        20,008              22%      21,203             19%           23              0%         4              0%
Broadcasting             72,020              78%      88,619             81%       91,013            100%    16,646            100%

                      ----------     ------------  ----------    ------------    ---------    ------------  --------    ------------
                         92,028             100%     109,822            100%       91,036            100%    16,650            100%
                      ----------     ------------  ----------    ------------    ---------    ------------  --------    ------------
</TABLE>
BREAKDOWN OF REVENUES BY GEOGRAPHIC MARKET(1)
<TABLE>
<CAPTION>
                          2002                   2003                         2004
                       DKK        %          DKK        %           DKK          %        USD
<S>                     <C>      <C>         <C>      <C>             <C>       <C>        <C>
Denmark                 91,095   99%         109,000  99.2%           84,510    93%        15,546
Norway                     539  0.6%             417   0.4%                -    0%              -
Sweden                     424  0.4%             405   0.4%            6,526    7%          1,194
                   --------------------  --------------------- -----------------------------------
                        92,028  100%         109,822   100%           91,036   100%        16,650
                   --------------------  --------------------- -----------------------------------
</TABLE>







                                       21
<PAGE>

SEASONALITY

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

INTELLECTUAL PROPERTY

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

COMPETITION

         BROADCAST MEDIA

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

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

GOVERNMENT REGULATION

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

SALES AND MARKETING

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

         Prime Vision produces  programming for a large array of distributors of
content in the Scandinavian  market. We market the Prime Vision services through
word of mouth from satisfied clients


                                       22
<PAGE>

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.       ORGANIZATIONAL STRUCTURE OF THE COMPANY

         The  following  is a list of our  significant  subsidiaries  and  their
jurisdiction of incorporation and our ownership interest in those subsidiaries.
<TABLE>
<CAPTION>
                                                       COUNTRY OF                            INTEREST
      SUBSIDIARY                                     INCORPORATION                           OWNERSHIP
      ----------                                     -------------                           ---------

<S>                                       <C>           <C>                                   <C>
      Europe-Visions A/S                  (1)           Denmark                               100.0%
      EuroTrust PKI Services A/S          (2)           Denmark                 100.0% (Assets sold April 1, 2004)
      EuroTrust Virus112 A/S              (3)           Denmark                100.0% Assets sold September 30, 2004
      InAphone A/S                        (4)           Denmark                       60.0% Sold Jan. 1, 2005
</TABLE>
------------------------------------
     (1)     Formerly known as Euro909Media A/S
     (2)     Formerly known as EuroTrust Denmark A/S.
     (3)     Formerly known as Virus112.com A/S.
     (4)     Formerly known as 909.909 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, 2004:

                                                   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

         Our  executive  offices are located in Soeborg,  Denmark,  where we own
facilities which comprise 1,554 square meters of floor space and also, house our
Danish  operations.  As of April 1, 2004 we sublet approx.  600 square meters of
office space in Soeborg to VeriSign, and as of October 1, 2004 we sublet approx.
1,164 square meters of office space including the basement in Soeborg to Comendo
A/S, a provider


                                       23
<PAGE>

of managed anti-virus and anti-spam system solutions in Denmark and purchaser of
the assets of our EuroTrust Virus112 A/S subsidiary.

         On April 1, 2005, we sold our building located at  Poppelgardvej  11-13
in S0borg,  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.

         For our broadcasting media operations,  we lease 2,233 square meters in
Copenhagen,  Denmark, 1,534 square meters in Hvidovre,  Denmark and 1,152 square
meters in Aarhus, Denmark.  Furthermore, we lease three apartments in Aarhus for
a total of 459 square meters.

         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 2,950,000
for 2004. The operating  leases are cancelable by both parties  through  various
times between three and twelve  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 one of the largest television  production
companies in Scandinavia, 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,


                                       24
<PAGE>

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.  The new  channel is
currently  in the  testing  phase of  development  and is  projected  to provide
coverage of, among other sports, boxing, volleyball and basketball.

         We are in on-going  negotiations with TDC on Cable to carry 4SPORT. The
early response to 4SPORT has been very encouraging.  Given this response and the
response to new  programming  for dk4, we plan to focus on the  development  and
introduction of more speciality content platforms in 2005 and beyond.

         In  particular,  we believe  that dk4's  long-standing  coverage of the
European  Parliament  for Danish  viewers should be extendible to a pan-European
audience.  The  European  Parliament  is desirous of making the  citizens of the
member countries of the European Union ("EU") aware of the increased  importance
of the EU and the  influence  it has on the politics of its  independent  member
nations.  To support that objective,  we have discussed with  representatives of
the European  Parliament,  the proposed  establishment  of Europa  Kanalen ("The
European  Channel") to provide coverage of the EU political  process for viewers
in other countries. We hope to begin coverage in 2005 or 2006 in three countries
and then to jointly assess the results of the European Channel with the European
Parliament to determine  whether  coverage  throughout  Europe is practical.  If
successful,  this could  provide us with a  Europe-wide  content  platform  with
substantial growth opportunities. Since content providers are historically among
the  most  financially   successful  media  operations,   we  plan  to  allocate
significant resources to this initiative.

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.


                                       25
<PAGE>

         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, 2004 we have two
customers  who  account  for  approximately  33%  and  22%  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.

         LONG-TERM INVESTMENTS

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

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

         We recorded a write-down of our long term  investments  and  marketable
securities  of  approximately  DKK 14.9  million in the year ended  December 31,
2004.



                                       26
<PAGE>

         VALUATION OF LONG-LIVED ASSETS

         Our  long-lived  assets  totaled DKK 92.6  million,  as of December 31,
2004, which consist  primarily of property and equipment subject to amortization
and depreciation.  We test long-lived assets for recoverability  whenever events
or changes in  circumstances  indicate that the carrying amount of such an asset
may not be  recoverable.  Such  events  or  circumstances  include,  but are not
limited to:

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

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

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

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

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

         An impairment loss would be recognized when the sum of the undiscounted
future  net cash  flows  expected  to  result  from the use of the asset and its
eventual  disposition is less than its carrying  amount.  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, 2003
and December 31, 2004.

         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,  2004,  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


                                       27
<PAGE>

projecting future operating cash flows and estimated  discount rate could have a
significant impact on the determination of impairment amounts.

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

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

         For the year ended  December  31,  2004 base on our  annual  impairment
assessment of goodwill, there were impairment of DKK 965 thousand

         INVENTORIES

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

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

         We  recorded  an  inventory  loss  provision  related to our IBM Tivoli
licenses,  of DKK 21,651 in 2002.  During 2003 we received a credit of DKK 3,367
recorded  as a  reduction  to cost of sales for the  return of 7,000 IBM  Tivoli
licenses.

         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.


                                       28
<PAGE>

         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 113.0 million
and DKK 109.0 million  respectively,  as of December 31, 2004 resulting in a net
deferred tax asset of DKK 4.0 million.

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

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

         CONSOLIDATED RESULTS

         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  back-up  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.





                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                       COST OF SALES              AMOUNT OF         PERCENTAGE
                                                                                   INCREASE          INCREASE
                                                    2004           2003           (DECREASE)        (DECREASE)
                                                  -----------    -----------      ------------      ----------
                                                                   (IN THOUSANDS OF DKK)
<S>                                                    <C>            <C>               <C>                <C>
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%)

<CAPTION>
                                                   SELLING AND MARKETING           AMOUNT OF         PERCENTAGE
                                                                                   INCREASE           INCREASE
                                                    2004           2003           (DECREASE)         (DECREASE)
                                                  -----------    -----------      ------------       ----------
                                                                   (IN THOUSANDS OF DKK)
<S>                                                    <C>            <C>               <C>                <C>
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%

<CAPTION>
                                                   GENERAL AND ADMINISTRATIVE     AMOUNT OF          PERCENTAGE
                                                                                   INCREASE           INCREASE
                                                    2004           2003           (DECREASE)         (DECREASE)
                                                  -----------    -----------      ------------       ----------
                                                                    (IN THOUSANDS OF DKK)
<S>                                                    <C>            <C>               <C>                <C>
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%)

<CAPTION>
                                                        DEPRECIATION,
                                                        AMORTIZATION                AMOUNT OF         PERCENTAGE
                                                       AND WRITE DOWN               INCREASE           INCREASE
                                                     2004           2003           (DECREASE)         (DECREASE)
                                                  -----------    -----------      ------------       ----------
                                                                    (IN THOUSANDS OF DKK)
<S>                                                    <C>            <C>               <C>                <C>
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%
</TABLE>

         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.



                                       30
<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.

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

         Net revenue for the year ended December 31, 2003 was DKK 109.8 million,
an  increase  of DKK 17.8  million,  or 19.3%,  compared  to revenue of DKK 92.0
million for the year ended December 31, 2002.  The table below compares  revenue
for both years on a segment-by-segment basis.



                                       31
<PAGE>

                              REVENUE                   AMOUNT OF     PERCENTAGE
                                                        INCREASE      INCREASE
                           2003           2002          (DECREASE)    (DECREASE)
                          -------        -------         --------     ---------
                                  (IN THOUSANDS OF DKK)

Internet services          21,203         20,008            1,195          6.0%
Broadcast media            88,619         72,020           16,599         23.0%
TOTAL                     109,822         92.028           17,794         19.3%

         Both the Internet  services  segment and the  broadcast  media  segment
showed an increase in revenues. The increase in revenue in our Internet services
segment is  attributable  to an increase in our remote back-up  business  offset
against a small decrease in our secure hosting business. The increase in revenue
in our broadcast media segment reflects the increase in number of subscribers to
dk4, our television  channel,  and the increase of revenue in Prime Vision,  our
production company.

         Total operating  expenses for the year ended December 31, 2003 were DKK
116.3  million,  a  decrease  of DKK 44.7  million,  or  27.8%,  from the  total
operating  expenses of DKK 161.0  million for the year ended  December 31, 2002.
This decrease resulted primarily from a decrease in amortization and write downs
and  goodwill  impairment.  The table  below  shows our  operating  expenses  by
category on a segment-by segment basis.

<TABLE>
<CAPTION>
                                                       COST OF SALES              AMOUNT OF         PERCENTAGE
                                                                                   INCREASE          INCREASE
                                                    2003           2002           (DECREASE)        (DECREASE)
                                               -------------   --------------   ---------------   ---------------
                                                                   (IN THOUSANDS OF DKK)
<S>                                                  <C>              <C>             <C>                <C>
Internet services                                       7,773         34,754          (26,981)           (77.6%)
Broadcast media                                        58,045         40,534            17,511             43.2%

                                                -------------   ------------    --------------    -------------
TOTAL                                                  65,818         75,288           (9,470)           (12.6%)

<CAPTION>
                                                   SELLING AND MARKETING           AMOUNT OF         PERCENTAGE
                                                                                   INCREASE           INCREASE
                                                    2003           2002           (DECREASE)         (DECREASE)
                                                -------------   ------------    --------------    -------------
                                                                   (IN THOUSANDS OF DKK)
<S>                                                  <C>              <C>             <C>                <C>
Internet services                                       5,410          8,706            (3,296)          (37.9%)
Broadcast media                                        12,085         10,150             1,935            19.1%

                                                -------------   ------------    --------------    -------------
TOTAL                                                  17,495         18,856            (1,361)           (7.2%)

<CAPTION>
                                                GENERAL AND ADMINISTRATIVE        AMOUNT OF         PERCENTAGE
                                                                                   INCREASE          INCREASE
                                                    2003           2002           (DECREASE)        (DECREASE)
                                               -------------   --------------   ---------------   ---------------
                                                                   (IN THOUSANDS OF DKK)
<S>                                                  <C>              <C>             <C>                <C>
Internet services                                      14,344         20,788            (6,444)           (31.0%)
Broadcast media                                        12,537          9,934             2,603             26.2%

                                                -------------   ------------    --------------    -------------
TOTAL                                                  26,881         30,722            (3,841)           (12.5%)
</TABLE>



                                       32
<PAGE>

<TABLE>
<CAPTION>
                                                        DEPRECIATION,
                                                      AMORTIZATION AND              AMOUNT OF         PERCENTAGE
                                                         WRITE DOWN                 INCREASE           INCREASE
                                                     2003           2002           (DECREASE)         (DECREASE)
                                                -------------   ------------    --------------    -------------
                                                                    (IN THOUSANDS OF DKK)
<S>                                                  <C>              <C>             <C>                <C>
Internet services                                       1,311         31,306           (29,995)          (95.8%)
Broadcast media                                         4,764          4,828               (64)           (1.3%)
                                                -------------   ------------    --------------    -------------
TOTAL                                                   6,075         36,134           (30,059)          (83.2%)
</TABLE>

         In our  Internet  services  segment the  operating  expenses  generally
decreased due to a significant non-reoccurring expense in 2002, included in Cost
of sales,  related to the IBM Tivoli licenses for our remote back-up business, a
reduction in general  administrative  costs and our continued  focus on lowering
expenses generally.

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

         For the year ended December 31, 2003, the gross profit for our Internet
services segment was DKK 13.4 million, or a margin of 63.3% of segment revenues.
For the year ended December 31, 2002,  the gross loss for our Internet  services
business was DKK 14.7  million,  or a loss margin of 73.7% of segment  revenues.
This increase in gross profit margin is mainly attributable to a significant one
time  expense  included  in Cost of sales for 2002  which is  related to the IBM
Tivoli licenses for our remote back-up business.

         In the case of our broadcast  media segment,  the gross profit for 2003
was DKK 30.6 million, or 34.5% of segment revenues while the gross profit margin
for 2002 was DKK 31.5 million,  or 43.7% of segment  revenues.  This decrease is
primarily  attributable  to the increase in cost  resulting  from our  increased
focus on further developing and enhancing our broadcast media business.

         For the year ended  December 31, 2003 our operating  loss  decreased by
DKK 62.6  million to DKK 6.4 million  compared to a loss of DKK 69.0 million for
the year ended December 31, 2002.

         The operating loss for our Internet  services segment  decreased by DKK
67.9  million to DKK 7.6 million  compared to a loss of DKK 75.5 million for the
year ended  December 31, 2002.  This decrease is primarily  attributable  to the
decrease  in the write  down of  goodwill  and  other  assets.  In the  Internet
services  segment,  we depreciated and wrote down  approximately DKK 1.3 million
for the year ended  December 31, 2003  compared to DKK 31.3 million for the year
ended December 31, 2002.

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

         For 2003,  we had  interest  income  of DKK 0.2  million  and  interest
expense of DKK 1.6 million.  For 2002,  interest  income was DKK 1.8 million and
interest  expense was DKK 1.0 million.  The reduction in interest income in 2003
reflects  our lower  cash  balances  during  the year due to  increased  capital
expenditures.  The increase in interest  expense in 2003 reflects an increase in
our borrowings during the year.



                                       33
<PAGE>

         For 2003,  we had a net  foreign  exchange  (loss/increase)  of DKK 1.8
million  compared  to a net loss of DKK 5.2  million in 2002.  The  increase  is
mainly due to the adverse developments in the US dollar exchange rate in 2002.

         For  2003,  we wrote  down  long term  investments  by DKK 0.2  million
compared to a write down of DKK 18.3 million for 2002.

         Our net loss for the year ended  December  31, 2003 was DKK 6.3 million
compared  to a net loss of DKK 283.3  million  for the year ended  December  31,
2002. The decrease in our net loss of DKK 277 million is primarily  attributable
to the decrease in the loss from operations of the internet  services segment in
2003 due to the sale of most of the segment businesses in 2003.

B.       LIQUIDITY AND CAPITAL RESOURCES

         Historically, our primary cash needs have been for capital expenditures
and to  fund  operating  losses.  At  December  31,  2004,  our  cash  and  cash
equivalents  totaled  DKK 6.8  million  compared  to cash and  cash  equivalents
totaling DKK 9.4 million at December 31, 2003. At December 31, 2004 the ratio of
current  assets  to  current  liabilities  was  0.67 to 1.  Our  current  assets
primarily  reflect our cash and cash  equivalents,  restricted cash and accounts
receivables.

         At  December  31,  2004,  we had  secured  lines of credit  from  banks
totaling  DKK 9.0  million,  of which DKK 8.4 million  have been  drawn,  and an
outstanding note payable,  due in September 2009, in the principal amount of DKK
3.84 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 5.5%. 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,  2004,  cash  used  in  operations
(including cash used in discontinued  operations) was DKK 10.1 million  compared
to DKK 18.5 million for the prior year, a decrease of DKK 8.4 million.

         For the year ended  December  31,  2004,  cash  provided  by  investing
activities (including cash used in discontinued  operations) was DKK 5.5 million
compared to cash used in investing  activities of DKK 13.4 million for the prior
year, an increase of DKK 18.9 million. The increase is primarily attributable to
the proceeds from the sale of the businesses in the Internet  services  segment,
which increased by DKK 60.0 million in 2004 compared to 2003.

         For the year ended  December  31,  2004,  cash  provided  by  financing
activities (including cash used in discontinued  operations) was DKK 2.1 million
compared to cash  provided by  financing  activities  of DKK 2.6 million for the
prior year, a decrease of DKK 0.5  million.  This  decrease is primarily  due to
purchases of treasury stock and a net change in restricted cash in the aggregate
of DKK 16.2  million  partially  off-set by an increase of DKK 13.1  million net
change in short- and long-term  borrowings,  and a DKK 1.7 million  reduction in
lease payments.

         Our capital  expenditures for the year ended December 31, 2004 were DKK
31.2 million.  These  expenditures  primarily relate to purchase of equipment in
our media segment.


                                       34
<PAGE>

         On January 1, 2005, we received  cash of DKK 1 in  connection  with the
sale  of  the  subsidiary,  InAphone  A/S,  through  which  we  engaged  in  the
development and marketing of mobile phone software technologies.

         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)
-------------------------------- -------- ---------- ------------- ------------

                                                                       TOTAL
CONTRACTUAL OBLIGATIONS                       2005    LATER YEARS   OBLIGATIONS
-------------------------------- -------- ---------- ------------- ------------

Capital leases                                1,560         4,269        5,829
-------------------------------- -------- ---------- ------------- ------------

Operating leases                              1,115         2,894        4,009
-------------------------------- -------- ---------- ------------- ------------

Film Rights                                   2,109             0        2,109
-------------------------------- -------- ---------- ------------- ------------

TOTAL CONTRACTUAL OBLIGATIONS                 4,784         7,163       11,947
-------------------------------- -------- ---------- ------------- ------------


         INFLATION

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

         COMMITMENTS

         In  November  2000,  we  became  part of  VeriSign's  Global  Affiliate
Network,  an expanding  group of  international  service  providers using common
technology, operating practices and infrastructure,  compliant with the European
Union (EU) common criteria requirements, to deliver interoperable trust services
over the Internet.  VeriSign is the leading provider of Internet  infrastructure
services in the world. Under our Affiliate Agreement with VeriSign,  as amended,
we provide VeriSign  Internet  infrastructure  products and services in Denmark,
Norway, Sweden, Finland, Austria and Switzerland. In February 2003 the Affiliate
Agreement  with VeriSign was amended,  which,  among other things,  extended the
term of the agreement  for an  additional 4 years through  December 31, 2010 and
reduced the minimum royalty payments and annual fee due to VeriSign for the year
ending December 31, 2003 from  approximately  DKK 49.7 million ($7.0 million) to
approximately  DKK 16.3 million  ($2.3  million).  The minimum fee for the first
quarter of 2004 was $327,531 pursuant to an agreement with VeriSign. On April 1,
2004 we sold our PKI services business to VeriSign, Inc.

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


                                       35
<PAGE>

for a  minimum  of DKK 2.5  million.  On  January  1,  2004 we sold our  hosting
business to Mondo A/.S and the DHT option was cancelled.

         IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

         In November 2004, the FASB issued SFAS No. 151, "Inventory Costs". SFAS
No. 151 requires  abnormal  amounts of inventory costs related to idle facility,
freight   handling  and  wasted   material   (spoilage)   to  be  recognized  as
current-period  charges.  In addition,  SFAS No. 151 requires that allocation of
fixed  production  overheads to the costs of  conversion  be based on the normal
capacity of the production facilities. The Company will be required to adopt the
provisions  of SFAS No.  151 for fiscal  years  beginning  after June 15,  2005.
Management  believes  the  provisions  of this  Standard  will no  effect on our
financial position or results of operations.

         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 that begins
after June 15, 2005.  Accordingly,  the Company will adopt SFAS  No.123(R) as of
January 1, 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 January 2003, the FASB issued  Interpretation No. 46, "CONSOLIDATION
OF VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ACCOUNTING RESEARCH BULLETIN
("ARB") NO. 51." In December 2003, the FASB issued a revision to  Interpretation
No. 46, and  interpretation of ARB Opinion No. 51 ("FIN 46R"). FIN 46R clarifies
the  application  of ARB 51  "CONSOLIDATED  FINANCIAL  STATEMENTS,"  to  certain
entities  in  which  equity  investors  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support provided by any parties,  including the equity holders. FIN 46R requires
the  consolidation  of these  entities,  known  as  variable  interest  entities
("VIE's"),  by the primary beneficiary of the entity. The primary beneficiary is
the entity, if any, that will absorb a majority of the entity's expected losses,
receive a majority of the entity's expected residual returns, or both.

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

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

                                       36

<PAGE>
         In March 2004, the FASB issued EITF Issue No. 03-1 ("EITF 03-1"),  "The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments."  EITF 03-1  includes  new guidance for  evaluating  and  recording
impairment  losses on debt and  equity  instruments,  as well as new  disclosure
requirements  for investments  that are deemed to be temporarily  impaired.  The
accounting  guidance  provided  in  EITF  03-1 is  effective  for  fiscal  years
beginning after June 15, 2004,  while the disclosure  requirements are effective
for annual  periods  ending after June 15, 2004. The Company does not expect the
adoption  of EITF 03-1 will have a material  impact on its  financial  position,
results of operations, or cash flows.

         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 April  1,  2005,  the  name,
position, age, principal occupation and address and the date on which they first
became an officer or director for our directors and senior management.
<TABLE>
<CAPTION>
                                                                                                    DATE BECAME A
         NAME AND POSITION             AGE             PRINCIPAL OCCUPATION AND ADDRESS            DIRECTOR/OFFICER
------------------------------------  -------  -------------------------------------------------  -------------------
<S>                                    <C>      <C>                                                 <C>
Aldo M.N. Petersen                              Chief Executive Officer of
  President, Chief Executive                    EuroTrust A/S
  Officer, Chief Operating                      Poppelgaardvej 11-13
  Officer, Managing director, and       43      2860 Soeborg
  director........................              Denmark                                               January 1988

Soren Degn                                      Chief Financial Officer of
  Chief Financial Officer.........      36      EuroTrust A/S
                                                Poppelgaardvej 11-13
                                                2860 Soeborg
                                                Denmark                                              September 2003

Karoly Laszlo Nemeth                            Chairman of the Board of
  Chairman of the board...........      62      Nemeth & Sigetty A/S
                                                Frederiksgade 21,4.
                                                1265 Copenhagen
                                                Denmark                                              January 1988

John J. Stuart, Jr.(1)(2)                       Chief Financial Officer of
  Director........................      65      Irvine Sensors Corporation
                                                3001 Redhill Avenue
                                                Costa Mesa, CA 92626-4532
                                                USA                                                    May 1998
</TABLE>




                                       37
<PAGE>

<TABLE>
<S>                                    <C>      <C>                                                 <C>
Robert M. Gutkowski (1)(2)                      Consultant
  Director........................      57      c/o EuroTrust A/S
                                                Poppelgaardvej 11-13
                                                2860 Soeborg
                                                Denmark                                                May 2004

Jan Berger(1)(2)                        62      Management Consultant
  Director.....................                 c/o EuroTrust A/S
                                                Poppelgaardvej 11-13
                                                2860 Soeborg

                                                Denmark                                                May 2003
</TABLE>

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

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

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

SOREN DEGN, CHIEF FINANCIAL OFFICER

         Mr. Degn 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.

KAROLY LASZLO NEMETH, CHAIRMAN OF THE BOARD

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

JOHN J.  STUART, JR., DIRECTOR

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



                                       38
<PAGE>

ROBERT M. GUTKOWSKI, DIRECTOR

         Mr.  Gutkowski  was elected to our Board of Directors in May 2004.  Mr.
Gutkowski  currently provides  consulting services to business in the sports and
entertainment  industries. He recently advised the New York Yankees in regard to
the creation of the YES Network, a regional sports and entertainment network. He
previously  served as chief  executive  officer of the Marquee  Group,  Inc.,  a
worldwide  sports and  entertainment  firm that  managed,  produced and marketed
sports  and  entertainment  events and  provided  representation  for  athletes,
entertainers and broadcasters. From 1991 until 1994, he was President of Madison
Square Garden,  Inc.  ("MSG) where he was  responsible for the operations of the
New York  Knickerbockers  basketball  team, the New York Rangers hockey club and
MSB Communications, which included the MSG Television Network.

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, 2004 to our  directors  and senior  management  for services in all
capacities,  other than professional fees, totaled approximately DKK 4.0 million
(approximately  $732,000).  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 2004 totaled
approximately DKK 315,000 (approximately $58,000).

         We entered into new employment agreements with Aldo M.N. Petersen,  our
Chief  Executive  Officer and Soren Degn, our Chief Financial  Officer,  each of
which is effective as of January 1, 2005.

         The agreement with Mr. Petersen  provides,  among other things,  for an
annual salary of DKK 1.8 million an annual vacation  payment of DKK 50,000 and a
10 year  option  to  purchase  225,000  ADSs at a price of DKK 4.75 per ADS (the
market price of our ADSs on the date of the grant).  Mr.  Petersen's  employment
agreement will initially expire on December 31, 2007. However the agreement will


                                       39
<PAGE>

automatically  be extended for unlimited  1-year  periods  unless we provide him
with 2 1/2 years advance notice that the Company will not renew his employment.

          The  agreement  with Mr. Degn  provides,  among other  things,  for an
annual salary of DKK 1,080,000 an annual vacation payment of DKK 50,000 and 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.

         OPTIONS

         Options  that were  granted  pursuant  to our stock  option plan to the
named  executive  officers  during the year ended  December 31, 2004 and are set
forth in the following table:
<TABLE>
<CAPTION>
                                 SECURITIES      SECURITIES       EXERCISE PRICE   EXERCISE PRICE
                                 UNDERLYING      UNDERLYING          PER SHARE       PER SHARE
           NAME                  OPTIONS(1)      OPTIONS(2)           ($)(1)           ($)(2)           EXPIRATION DATE
---------------------------    ---------------- --------------    ---------------- ---------------     -------------------
<S>                               <C>             <C>                 <C>              <C>               <C>
Aldo M. N. Petersen               151,463         151,463             3.2571           3.2571            March 31, 2009
Soren Degn                         68,158          68,158             3.2571           3.2571            March 31, 2009
</TABLE>
----------------------

(1)    These securities are reflected as ordinary shares (after giving effect to
        a 1 for 6 reverse stock split on May 19, 2005).

(2)      These securities are reflected in ADSs.

         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.  On May 12, 2004, the Board granted to each director who was not also an
executive  officer of the Company an option to purchase  25,000  ordinary shares
(equivalent  to 25,000 ADSs) with an exercise  price  equivalent  to the closing
market price on the date of grant.

C.       BOARD PRACTICES

         Our Board of Directors may consist of between three and seven  members.
As of May  20,  2005,  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 19, 2005.

         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.


                                       40
<PAGE>

         The citizenships of the directors are as follows:

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

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


         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, Gutkowski 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,  Gutkowski 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,  Gutkowski 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.



                                       41
<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,  2004,  we had 101  employees,  a  decrease  of 36
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,  partially offset by a growth of 33% in our broadcast
media  segment . The table below gives a breakdown of our  employees and area of
employment:

                                                   Denmark            Total

                Sales and marketing                   5                 5
                Customer service and support          5                 5
                Technical                            76                 76
                Finance and administration           15                 15
                                                     --                 --
                     Totals                          101               101
                                                     ===               ===

         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.       SHARE OWNERSHIP

         The following  table sets forth the ownership of our ordinary shares by
the individuals  named in Item 6.A., as of May 13, 2005 after giving effect to a
1 for 6 reverse stock split on May 19, 2005
<TABLE>
<CAPTION>
                                         NUMBER ORDINARY
             NAME                           SHARES (1)                     NUMBER OF ADSS (2)             PERCENT (3)
--------------------------------      --------------------------     ----------------------------     ----------------
<S>                                         <C>                              <C>                           <C>
Aldo M.N. Petersen                           924,742 (4)                      924,742                       16.84%
Karoly Laszlo Nemeth                          80,000 (5)                       80,000                        1.48%
Soren Degn                                    94,291 (6)                       94,241                        1.72%
John J. Stuart, Jr.                           80,000 (7)                       80,000                        1.48%
Robert M. Gutkowski                              *                              *                              *
Jan Berger                                       *                              *                              *
All officers and directors
    As a group (6 persons)                 1,248,983 (8)                    1,248,983                       21.82%
</TABLE>



                                       42
<PAGE>

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

(1)    Beneficial  ownership is determined  in accordance  with the rules of the
       Securities  and Exchange  Commission  and  generally  includes  voting or
       investment  power with respect to securities.  Common shares  relating to
       options  currently  exercisable or exercisable  within 60 days of May 13,
       2005 are deemed  outstanding  for computing the  percentage of the person
       holding such securities but are not deemed  outstanding for computing the
       percentage  of any other  person.  Except as indicated  by footnote,  and
       subject to community property laws where applicable, the persons named in
       the table above have sole voting and investment power with respect to all
       shares shown as beneficially owned by them.

(2)    The number of ADS shares beneficially owned.

(3)    As of May 13, 2005,  5,108,267  ordinary shares are issued,  including no
       treasury shares. Beneficial ownership percentages are calculated based on
       5,108,267  ordinary  shares issued and outstanding as of May 13, 2005. Of
       the amount  issued,  ordinary  shares have been deposited and ADSs issued
       (represented  by 5,108,267  ADSs,  each  representing  one ordinary share
       issued under the Deposit Agreement with The Bank of New York.

(4)    Includes an aggregate of (i) 836,373 ordinary shares  beneficially  owned
       by Mr. Petersen;  (ii) 88,369 currently  exercisable  options to purchase
       ordinary shares,  at an exercise price of $3.2571 per share,  expiring on
       March 31, 2009.

(5)    Includes an aggregate of 80,000 ordinary shares beneficially owned by Mr.
       Nemeth.   (6)  Includes  an  aggregate  of  (i)  4,000  ordinary   shares
       beneficially owned by Mr. Degn; (ii) 8,333 currently  exercisable options
       to purchase  ordinary  shares,  at an exercise  price of $5.52 per share,
       expiring on May 30, 2005; (ii) 13,750  currently  exercisable  options to
       purchase  ordinary  shares,  at an  exercise  price of $1.50  per  share,
       expiring on  February 3, 2008;  and (iii)  68,158  currently  exercisable
       options to purchase  ordinary shares, at an exercise price of $3.2571 per
       share, expiring on March 31, 2009.

 (7)   Includes an aggregate of (i) 8,333 ordinary shares  beneficially owned by
       Mr.  Stuart;  (ii)  38,333  currently  exercisable  options  to  purchase
       ordinary  shares,  at an exercise  price of $1.50 per share,  expiring on
       February  3, 2008 and 25,000  currently  exercisable  options to purchase
       ordinary shares, at an exercise price of $3.76 per share, expiring on May
       12, 2009.

(8)    Includes  320,276  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 May 13, 2005 with
respect to the beneficial  ownership of our ordinary shares (after giving effect
to a 1 for 6 reverse stock split on May 19, 2005) by each  shareholder  known by
us to beneficially own more than 5% of our ordinary shares.

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

Aldo M.N. Petersen (2).......................       924,742         16.84%
                                             -----------------------------------
TOTAL .......................................       924,742        16.84%
                                             ===================================

-----------------
(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 13,  2005 are  deemed  beneficially
      owned and  outstanding  for computing the  percentage  owned by the person
      holding such securities,  but are not considered outstanding for computing
      the percentage of any other person.

(2)    Includes an aggregate of (i) 836,373 ordinary shares  beneficially  owned
       by Mr. Petersen and (ii) 88,369 currently exercisable options to purchase
       ordinary shares, expiring on March 31, 2009.


                                       43
<PAGE>

         Except, as set forth in the table above, to our knowledge,  in the last
three  years,  there has not been any  significant  change in ownership by major
shareholders. Our major shareholders do not have different voting rights. We are
not owned or controlled,  directly or indirectly,  by another  corporation or by
any  foreign  government.  We are not  aware  of any  arrangement  that may at a
subsequent date result in a change of control.

B.       RELATED PARTY TRANSACTIONS

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

VERISIGN, INC

         VeriSign, Inc. (`VeriSign") was a minority shareholder in EuroTrust A/S
owning  approximately  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,

                                                         2003         2004
                                                         ----         ----

                                                           4,204        2,082
VeriSign, Inc. (Annual fees and royalties)
                                                      ===========  ===========

VeriSign, Inc. (Accounts payable)                            477            0
                                                      ===========  ===========

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

         On April 1, 2004,  we sold the Secure  Socket  Layer (SSL)  certificate
assets of EuroTrust PKI to VeriSign.  EuroTrust PKI, a wholly-owned  subsidiary,
is the operation through which we 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 us $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,  we  repurchased  2,748,720  (458,120 after giving
effect to the1 for 6 reverse stock split) of our ordinary shares  (equivalent to
458,120 American  Depository Shares or "ADSs") from VeriSign for $1,136,138 U.S.
The repurchase was authorized by our shareholders.





                                       44
<PAGE>


NEMETH & SIGETTY A/S

         Mr.  Karoly  Laszlo Nemeth is the Chairman of the board of directors of
 EuroTrust  A/S and is also the joint  owner of Nemeth & Sigetty  A/S.  Nemeth &
 Sigetty A/S provided legal services to the Company during the three years ended
 December 31, 2004. For the years ended December 31, 2002,  2003 and 2004 Nemeth
 & Sigetty A/S has been paid DKK 1,115, DKK 418 and DKK 962, respectively. There
 were nooutstanding payables due to Nemeth & Sigetty A/S as at December 31, 2003
 and December 31, 2004.

C.       INTERESTS OF EXPERTS AND COUNSEL.

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

ITEM 8.      FINANCIAL INFORMATION

A.       CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

         See Item 18.  "Financial Statements" and pages F-1 through F-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  SmallCap
Market under the symbol "EURO".

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



                                       45
<PAGE>

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,  2004,  there  were  5,108,267  New ADSs  issued and
outstanding representing 5,108,267 ordinary shares.

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

                                                       HIGH        LOW
                                                       ----        ---

        YEAR ENDED DECEMBER 31, 2000:                 $202.5000     $8.2500

        YEAR ENDED DECEMBER 31, 2001:                  $28.5000     $5.7000

        YEAR ENDED DECEMBER 31, 2002:                   $8.5200    $2.15000

        YEAR ENDED DECEMBER 31, 2003:

            First Quarter                               $2.6200     $1.0000
            Second Quarter                              $4.0500     $0.7500
            Third Quarter                               $5.0200     $1.7500
            Fourth Quarter                              $2.7500     $2.1100

        YEAR ENDED DECEMBER 31, 2004:

            First Quarter                               $3.9000     $2.2110
            Second Quarter                              $5.5000     $3.3600
            Third Quarter                               $4.7500     $4.0600
            Fourth Quarter                              $6.0000     $4.4000

        MONTH ENDED:

            May 2005 (as of  May 24, 2005)              $6.0000     $4.4100
            April 2005                                  $5.3700     $4.8100
            March 2005                                  $5.9800     $5.3000
            February 2005                               $6.0000     $4.3400
            January 2005                                $4.6100     $4.1200
            December 2004                               $5.9700     $4.9300



B.       PLAN OF DISTRIBUTION

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


                                       46
<PAGE>

C.       MARKETS

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

D.       SELLING SHAREHOLDERS

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

E.       DILUTION

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

F.       EXPENSES OF THE ISSUE

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

ITEM 10.     ADDITIONAL INFORMATION

A.       SHARE CAPITAL

         Not required because this Form 20-F/A 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


                                       47
<PAGE>

the remittance of dividends,  interest or other payments to nonresident  holders
of ordinary shares.  There are no limitations imposed by the laws of the Kingdom
of Denmark or our Articles of Association on the right of nonresident or foreign
holders to hold or vote ordinary shares.

E.       TAXATION

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

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

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

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

                                       48
<PAGE>

distribution exceeds E&P, it will be treated first as a return of capital to the
extent of the Untied States holder's basis, and then, as gain from the sale of a
capital asset.

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

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

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

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

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

         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.



                                       49
<PAGE>

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

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

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

         DANISH SHARE TRANSFER DUTY.

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

         DANISH ESTATE AND GIFT TAXES.

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

F.       DIVIDENDS AND PAYING AGENTS

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

G.       STATEMENTS BY EXPERTS

         Not required because this Form 20-F/A 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


                                       50
<PAGE>

financial  statements  and a report  thereon from our  independent  auditors and
quarterly  reports for the first three  quarters of each fiscal year  containing
unaudited interim financial information.

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

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

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

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

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

I.       SUBSIDIARY INFORMATION

         Not applicable.

ITEM 11.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At December  31, 2004,  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 2004 and  specifically  at December
31, 2004, we had no material foreign exchange contracts outstanding.

ITEM 12.          DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

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







                                       51
<PAGE>

                                     PART II

ITEM 13.          DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         None.

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

         None.

ITEM 15. CONTROLS AND PROCEDURES

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

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


                                       52
<PAGE>

ITEM 16 C.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

         AUDIT FEES

         For the fiscal  years  ended 2003 and 2004,  our  principal  accounting
firm, Gregory & Eldredge,  LLC, billed aggregate fees of approximately  $100,000
and  $102,772,  respectively  for the  audit  of our  2003  and  2004  financial
statements.

         AUDIT-RELATED FEES

         None.

         TAX FEES

         None.

         ALL OTHER FEES

         None.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

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

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

Not Applicable.

ITEM 16 E.        PURCHASES OF EQUITY SECURITIES  BY THE  ISSUER AND  AFFILIATED
PURCHASERS.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                      Issuer Purchase Of Equity Securities
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                                                (D) MAXIMUM NUMBER
                                                                         (C) TOTAL NUMBER OF    (OR APPROXIMATE
                                                                         ADSS PURCHASED AS      DOLLAR VALUE) OF
                                                                         PART OF PUBLICLY       ADSS THAT MAY YET BE
                          (A) TOTAL NUMBER OF    (B) AVERAGE PRICE       ANNOUNCED PLANS OR     PURCHASED UNDER THE
PERIOD                    ADSS PURCHASED         PAID PER ADS            PROGRAMS               PLANS OR PROGRAMS
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                        <C>                   <C>                    <C>                     <C>
MONTH #7                  150,000(1)             $4.25                   NONE                   NONE
JULY 1, 2004 THROUGH
JULY 31, 2005
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) All of these shares were  purchased  directly from a shareholder of our ADSs
in a private transaction.


                                       53
<PAGE>

                                    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*

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

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

         8.1 List of the Subsidiaries of the Registrant *

         11.1 Code of Ethics(4)

         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)      Incorporated by reference.  Filed as an exhibit to the Company's Annual
         Report on Form 20-F, filed on May 12, 2004.







                                       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/A and has duly  caused  this  annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of S0borg, Denmark.

                                         EUROTRUST A/S



Dated: November 29, 2005                 By: /s/ ALDO M.N. PETERSEN
                                             ------------------------------
                                             Aldo M.N. Petersen
                                             Chief Executive Officer
                                             (Principal Executive Officer)

Dated: November 29, 2005                 By: /s/ SOREN DEGN
                                             ------------------------------
                                             Soren Degn
                                             Chief Financial Officer
                                             (Principal Financial and Accounting
                                             Officer)

                                       56





<PAGE>



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

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S>                                                                                        <C>
Report of Independent Registered Public Accounting Firm ................................   F-2
Consolidated Balance Sheets as of December 31, 2003 and 2004 ...........................   F-3
Consolidated Statements of Operations for the Years Ended December 31, 2002, 2003
   and 2004 ............................................................................   F-5
Consolidated Statements of Shareholders' Equity for the Years Ended December 31,
   2002, 2003 and 2004 .................................................................   F-6
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended
December 31, 2002, 2003 and 2004........................................................   F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2003
   and 2004 ............................................................................   F-8
Notes to Consolidated Financial Statements .............................................   F-9
</TABLE>

























                                      F-1
<PAGE>




             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 2003 and the related
consolidated  statements  of  operations,  comprehensive  income,  shareholders'
equity and cash flows for the years ended December 31, 2004,  2003 and 2002. The
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

         We  conducted  our audits in  accordance  with  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.  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  2003  and  the
consolidated  results  of its  operations  and its cash flows for the year ended
December 31, 2004,  2003 and 2002,  in  conformity  with  accounting  principles
generally accepted in the United States.

         As discussed  in Note 1 and Note 6, the  financial  statements  for all
periods  presented  have been  restated to reclassify  the assets,  liabilities,
result  of  operations  and  cash  flow  for  certain  disposed   components  to
discontinued  operations.  The effect of the  restatement on revenues and income
from continuing operations is described in Note 1.

/s/Gregory & Eldredge, LLC.

March 4, 2005, except for Note 24
As to which the Date is May 19, 2005
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)

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                                                ------------
                                                                  2003               2004             2004
                                                             ----------------  -----------------  --------------
                                                                   DKK               DKK               USD
<S>                                                                  <C>                <C>             <C>
ASSETS
Current assets:
      Cash and cash equivalents                                        9,363              6,750          $1,234
      Restricted cash                                                      -              5,352             979
      Accounts receivable trade, net of allowance for
      doubtful
      accounts of DKK 2,239 in 2003 and DKK 592 in 2004               20,357             16,521           2,765
      Notes receivable current                                             -              2,200             402
      Broadcasting programming rights, current                           952              2,928             535
      Inventories                                                          -                  -               -
      Deferred tax assets                                              2,036                  -               -
      Valued added tax receivables                                         -                  -               -
      Prepaid expenses and deposits                                      862              2,002             366
      Other receivables                                                2,891              1,423             260
      Current assets of discontinued operations                       17,914              2,570             728
                                                             ----------------  -----------------  --------------
Total current assets                                                  54,375             39,746           7,269

      Marketable securities - available for sale                         304                197              36
      Notes receivable, net of current portion                             -              8,800           1,609
      Broadcasting programming rights, net of current
      portion                                                              -              2,898             530
      Rent and other long term deposits                                1,123              3,250             595
      Other receivables, long term                                        64                524              96
      Long term investments at cost                                    2,494                  -               -
      Equity method investment in Mediehuset Danmark ApS               1,500              1,638             299
      Property, plant and equipment, net                              52,620             92,554          16,928
      Goodwill                                                        23,941             24,561           4,492
      Deferred long-term tax assets                                      347              3,972             726
      License rights, net                                              1,100                  -               -
      Long term assets of discontinued operations                      2,977                108              20
                                                             ----------------  -----------------  --------------

Total assets                                                         140,845            178,248         $32,600
                                                             ================  =================  ==============
</TABLE>


 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 5.4676.
        The accompanying notes are an integral part of these consolidated
                             financial statements.



                                      F-3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                                   ------------
                                                                       2003            2004           2004
                                                                   --------------  -------------  --------------
                                                                        DKK            DKK             USD
<S>                                                                    <C>            <C>              <C>
LIABILITIES AND SHAREHOLDERS` EQUITY
Current liabilities:
      Secured line of credit                                                   -          8,417          $1,540
      Bank loan current portion                                                -            741             135
      Lease obligations, current portion                                   1,176          1,244             227
      Accounts payable                                                    25,438         22,402           4,097
      Accounts payable, related parties                                        -              -               -
      Accrued expenses                                                    21,196         11,681           2,136
      Equipment purchase obligation, current portion                           -         12,152           2,223
      Deferred revenue, current                                            1,645              -               -
      Income tax payable                                                      61              -               -
      Current liabilities of discontinued operations                      40,533          2,556             468
                                                                   --------------  -------------  --------------
Total current liabilities                                                 90,049         59,193          10,826

Long term liabilities:

      Long term equipment purchase obligation, net of current
      portion                                                                  -          9,749           1,783
      Deferred revenue                                                         -              -               -
      Bank loan, net of current  portion                                       -          3,099             566
      Lease obligations,  net of current portion                               -          4,585             839
      Long term liabilities of discontinued operations                     1,576              -               -
                                                                   --------------  -------------  --------------
Total long term liabilities                                                1,576         17,433           3,188

Minority interest in subsidiaries                                          2,860             56              10

Shareholders' equity:

      Common shares - par value DKK 7.50,  8,175,000
      and 7,991,000 authorized, 5,292,245 and 5,108,267
      issued at December 31, 2003 and 2004                                39,693         38,312           7,007
      Additional paid-in capital                                         526,040        519,844          95,077
      Accumulated deficit                                               (515,840)      (457,386)        (83,654)
      Accumulated other comprehensive income                                 512            796             146
      Treasury stock, 71,093 in 2003 and no treasury shares
      in 2004 respectively, at cost                                       (4,045)             -               -
                                                                   --------------  -------------  --------------
Total shareholders' equity                                                46,360        101,566          18,576
                                                                   --------------  -------------  --------------

Total liabilities and shareholders' equity                               140,845        178,248         $32,600
                                                                   ==============  =============  ==============
</TABLE>
 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 5.4676.
       The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      F-4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                  YEARS ENDED DECEMBER 31,
                                                                    2002               2003            2004            2004
                                                               ---------------     -------------  --------------  -------------
                                                                    DKK                DKK             DKK              USD
<S>                                                                <C>             <C>              <C>             <C>
Net revenue                                                           92,028          109,822          91,036          $16,650

Operating expenses:
     Cost of revenue                                                  75,288           65,818          60,349           11,038
     Selling and marketing                                            17,948           16,421          17,727            3,242
     Selling and marketing - related parties                             908            1,074               -                -
     General and administrative                                       29,607           26,463          20,581            3,764
     General and administrative - related parties                      1,115              418             962              176
     Depreciation                                                     14,823            6,075          10,226            1,870
     Amortization and write down                                       5,778                -               -                -
     Goodwill impairment                                              15,533                -             914              167
                                                              ----------------------------------  ----------------------------
       Total operating expenses                                      161,000          116,269         110,759           20,257
                                                              ----------------------------------  ----------------------------

Operating income (loss)                                              (68,972)          (6,447)        (19,723)          (3,607)

Other income (expenses)
     Interest income                                                   1,846              214             284               52
     Interest expense                                                   (966)          (1,610)         (1,203)            (220)
     Foreign currency exchange  loss, net                             (5,226)          (1,847)           (762)            (139)
     Gains from divestitures                                               -                -           8,102            1,482
     Write-down of long term investments & marketable
     securities                                                      (18,284)            (196)        (14,942)          (2,733)
     Equity in earnings of Mediahuset Danmark ApS                          -                -             138               25
     Other (expenses) income, net                                     (6,331)             693          (1,442)            (264)
                                                              ----------------------------------  ----------------------------

(Loss) income from continuing operations
before income taxes and minority interest                            (97,933)          (9,193)        (29,548)          (5,404)
     Income tax expense - current and deferred                        (2,499)           1,491           3,105              568
     Minority interest in net income (loss) of subsidiaries            3,069            (257)             192               35
                                                              ----------------------------------  ----------------------------

(Loss) income from continuing operations                             (97,363)          (7,959)        (26,251)          (4,801)
                                                              ----------------------------------  ----------------------------

Gain (loss) from operations of discontinued internet
segment      components net of tax, 0 in 2002, 2003 and 2004        (179,985)          (8,420)          1,090              199
Gain (loss) from disposal of discontinued Print/On line Media
division  and internet segment components net of tax, 0 in
2002, 2003 and 2004                                                   (6,000)          10,049          83,615           15,293
                                                              ----------------------------------  -----------------------------

NET (LOSS) INCOME                                                   (283,348)          (6,330)         58,454          $10,691
                                                              ==============    ================  ===========  ================

BASIC INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE

(Loss) Income from continuing operations                              (22.33)           (1.70)          (5.30)          $(0.97)
                                                              ==============    ================  ===========  ===============
Gain (loss) from operations of discontinued components                (41.28)           (1.80)           0.22            $0.04
                                                              ==============    ================  ===========  ===============
Income (loss) income from discontinued operations                      (1.38)            2.15           16.90            $3.09
                                                              ==============    ================  ===========  ===============
Net (loss) income                                                     (64.99)           (1.35)          11.82            $2.16
                                                              ==============    ================  ===========  ===============

Weighted average common shares outstanding                              4,360           4,671           4,947            4,947
                                                              ==================================  ============================

DILUTED INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARES

(Loss) Income from continuing operations                              (22.33)           (1.70)          (4.99)          $(0.91)
                                                              ==================================  ============================
Gain (loss) from operations of discontinued components                (41.28)           (1.80)           0.21             0.04
                                                              ===============    ================  ===========  ==============
Income (loss)  from discontinued operations                            (1.38)            2.15           15.88            $2.90
                                                              ==============    ================  ===========  ===============
Net (loss) income                                                     (64.99)           (1.35)          11.10            $2.03
                                                              ==============    ================  ===========  ===============

Weighted average common shares outstanding                             4,360            4,671           5,266            5,266
                                                              ==============    ================  ===========  ===============
</TABLE>
 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 5.4676.
        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                ACCUMULATED
                                         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, 2001                34,006      532,280     (226,162)         (1,500)   (5,456)      333,168

Purchase of 116,000 shares of
treasury stock                                   -            -            -                -   (6,522)       (6,522)
Foreign currency translation
adjustments                                      -            -            -              958         -          958
Unrealized loss on marketable
securities                                       -            -            -              (14)        -          (14)
Net loss                                         -            -     (283,348)               -         -     (283,348)
                                       ------------------------------------------------------------------------------

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

Issuance of 758,000  common shares
      for cash through exercise of stock
      options                                5,687          605            -                -         -        6,292
Sale of 140,000 shares of common
      stock from treasury                        -       (6,845)           -                -     7,933        1,088
Currency translation adjustments                 -            -            -              921         -          921
Unrealized loss on marketable securities         -            -            -              147         -          147
Net income                                       -            -       (6,330)               -         -       (6,330)
                                       ------------------------------------------------------------------------------

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

Issuance of 285,000common shares for
      cash  through exercise of stock
      options                                2,138          141            -                -         -        2,279
Issuance of 60,000 common shares for
      cash through exercise of stock
      options                                  450          332            -                -         -          782
Foreign currency translation
      adjustments                                -            -            -             (110)        -         (110)
Other than temporary losses on
      marketable securities                      -            -            -              394         -          394
Purchase of 608,120 common shares
      into  treasury at cost                     -            -            -                -   (10,826)     (10,826)
Sale of 150,000 shares of treasury
      stock
Compensation for the issuance of 25,000          -          319                                   3,829        4,148
      warrants to purchase common
      stock at DKK 23.76 per ordinary share      -           85            -                -         -           85
Cancellation of 529,000 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

BALANCE AT DECEMBER 31, 2004             USD$7,007   USD$95,077  USD$(83,654)         USD$146     USD$0    USD$18,576
</TABLE>
 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 5.4676.
       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      F-6
<PAGE>


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

<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                             2002            2003           2004           2004
                                                         --------------  -------------  -------------- --------------
                                                              DKK            DKK             DKK            USD

<S>                                                          <C>              <C>              <C>           <C>
Net income (loss)                                            (283,348)        (6,330)          58,454        $10,691

Currency translation adjustment, net of
taxes of DKK 0 in 2002, 2003 and 2004                              958            921           (110)           (20)

Net change in unrealized loss on marketable securities,
net of
taxes of DKK 0 in 2002, 2003 and 2004                             (14)            147             394             72

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

Comprehensive net income (loss)                              (282,404)        (5,262)          58,738        $10,743
                                                         ============================================= ==============
</TABLE>

 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 5.4676.
        The accompanying notes are an integral part of these consolidated
                             financial statements.







                                      F-7
<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,
                                                                          2002         2003          2004         2004
                                                                       ----------- -------------  ------------  ---------
                                                                          DKK          DKK            DKK         USD
<S>                                                                      <C>            <C>          <C>        <C>
Cash flows from operating activities:

Net (loss) income from continuing operations                             (97,363)       (7,959)      (26,251)   $(4,801)
Adjustments to reconcile net loss (income) to
cash used in operating activities:
       Depreciation, amortization and write down                          54,418         6,075        11,140      2,037
       Non-cash compensation expense options and warrants                  4,498        (2,287)           85         16
       (Gain) on sale business                                                 -             -        (8,102)    (1,482)
       (Gain)/loss on sale of fixed assets                                  (594)       (1,703)          169         31
       Provision for doubtful accounts                                         -          (699)         (720)      (132)
       Loss on write-down of investments and  marketable securities            -           197        14,943      2,733
       Deferred tax                                                         (350)       (1,677)       (1,589)      (291)
       Minority interest                                                  (3,069)          257          (127)       (23)
       (Gain) on equity method investments                                     -             -          (138)       (25)
       Non-cash issuance of common shares from treasury                        -         1,088             -          -

       Changes in operating assets and liabilities:

             Accounts receivable                                           6,845        (5,156)        8,697      1,591
             Accounts receivable, related parties                          3,084             -             -          -
             Broadcasting programming rights                               3,244         3,804        (3,186)      (583)
             Inventories and other assets                                 14,012           934          (149)       (27)
             Prepaid expenses                                              6,525         2,270        (3,427)      (627)
             Income tax payable                                            1,263        (1,202)          (61)       (11)
             Other receivables                                             5,310         4,337           574        105
             Accounts payable                                            (10,658)        7,225           316         58
             Accounts payable, related parties                             6,273       (12,356)         (477)       (87)
             Accrued expenses                                            (15,170)       (3,094)       (6,857)    (1,254)
             Deferred revenue                                             13,452         1,018         3,298        603
                                                                       ---------   -----------    ----------    -------
       Cash used in operating activities from continuing operations       (8,280)       (8,928)      (11,862)    (2,169)
       Cash used in discontinued operations                              (46,873)      (19,578)        1,788        327
                                                                       ---------   -----------    ----------    -------
       Cash used in operating activities                                 (55,153)      (18,506)      (10,074)    (1,842)
                                                                       =========   ===========    ==========    =======

Cash flows from investing activities:

        Net (Purchase of investments) proceeds from sales of
       investments                                                        (5,128)          216       (11,948)    (2,185)
       Acquisition of businesses, net of cash acquired                   (15,586)       (1,500)      (13,086)    (2,393)
       Proceeds from sale of business, net of cash disposed of            40,121         1,986        61,730     11,290
       Purchase of fixed assets                                          (13,881)      (14,773)      (31,220)    (5,709)
       Proceeds from sales of fixed assets                                 2,177         1,448           561        103
                                                                       ---------   -----------    ----------    -------
       Cash provided (used) in investing activities from continuing        7,703       (12,623)        6,037      1,104
       operations

       Cash provided (used) in discontinued operations                    (3,590)         (732)         (582)      (106)
                                                                       =========   ===========    ==========    =======
       Cash provided (used) in investing activities                        4,113       (13,355)        5,455        998
                                                                       =========   ===========    ==========    =======

Cash flows from financing activities:

       Net change in short- and long-term borrowings                      (3,201)         (809)       12,257      2,242
       Purchase of treasury stock                                         (6,523)            -       (10,826)    (1,980)
       Proceeds from sale and lease back                                   7,000             -             -          -
       Lease payments                                                     (3,573)       (2,852)       (1,172)      (214)
       Net change in restricted cash                                           -             -        (5,352)      (979)
       Proceeds from issuance of common shares, treasury shares and
       stock options                                                           -         6,292         7,209      1,318
       Cash provided (used) in financing activities from continuing
       operations                                                         (6,297)        2,631         2,116        387
       Cash provided (used) in discontinued operations                         -             -             -          -
                                                                       =========   ===========    ==========    =======
       Cash provided (used) in financing activities                       (6,297)        2,631         2,116        387
                                                                       =========   ===========    ==========    =======

Effect of currency exchange rate changes on cash and cash equivalents        958           921          (110)       (20)
                                                                       ---------   -----------    ----------    -------
Net  (decrease) in cash and cash equivalents                             (56,379)      (28,309)       (2,613)      (478)
Cash and cash equivalents, beginning of period                            94,051        37,672         9,363      1,712
                                                                       ---------   -----------    ----------    -------
Cash and cash equivalents, end of period                                  37,672         9,363         6,750      1,234
                                                                       =========   ===========    ==========    =======
Cash paid for interest                                                    (1,076)       (1,714)       (1,240)      (227)
                                                                       =========   ===========    ==========    =======
Cash paid for taxes                                                          618         1,373             -          -
                                                                       =========   ===========    ==========    =======



</TABLE>
 DKK amounts have been converted into US$ at an exchange rate of $1=DKK 5.4676.
        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      F-8
<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") engage in providing
production and broadcasting services and operating the Danish cable channel DK4.
The Company  previously  provided  Internet  security  products  and services in
Scandinavia these operations were sold during 2003 and 2004.

         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  consists 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 offers educational courses in television production.

INTERNET SECURITY PRODUCT AND SERVICE SEGMENT

         At December  31,  2004,  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.

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
intercompany 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, 2004:
<TABLE>
<CAPTION>
                                                  COUNTRY OF                     INTEREST
      SUBSIDIARY                                INCORPORATION                    OWNERSHIP
      ----------                                -------------                    ---------

<S>                                                <C>            <C>
      Europe-Visions A/S                           Denmark                        100.0%
      EuroTrust PKI Services A/S                   Denmark          100.0% (Assets sold April 1, 2004)
      EuroTrust Virus112 A/S                       Denmark        100.0% (Assets sold September 30, 2004)
      InAphone A/S                   (1)           Denmark         60.0% (Subsequently Sold Jan. 1, 2005)
</TABLE>

                                      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) Formerly known as 909.909 A/S

         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, 2004.

         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, 2004 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.

         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  through  December 31,
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,  2004 and 2003,  the  Company  held a 25%  interest in
Mediehuset  Danmark ApS; the investment is accounted for under the equity method
of accounting.


                                      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)

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 5.4676 DKK to
one US  Dollar,  the  approximate  exchange  rate at  December  31,  2004.  Such
translation  should not be  construed as a  representation  that the DKK amounts
could be converted into US Dollars at that or any other rate.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

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

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 amounting to DKK

                                      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)


5,352.  50% of the holdback  amount was released five  business  days  following
December 31, 2004 and the last 50% of the holdback amount is to be released five
business days following September 30, 2005.

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 method and 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.

TRADE ACCOUNTS RECEIVABLE

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


                                      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)


         The  following  includes  the  changes in the  allowance  for  doubtful
accounts for the years ended December 31, 2002 to December 31, 2004:

<TABLE>
<CAPTION>
                                                          Amounts
                                                          charged
                                                       (credited) to
Allowance for doubtful accounts:         Balance at      Operating                    Balance at
                                          January 1      Expenses      Write-offs     December 31
                                        -------------  -------------   ----------   ----------------
<S>                                         <C>               <C>        <C>              <C>
Year ended December 31, 2002                7,640             0          (3,011)          4,629
Year ended December 31, 2003                4,629         ( 699)         (1,691)          2,239
Year ended December 31, 2004                2,239         ( 720)           (927)            592
</TABLE>
NOTES RECEIVABLE

         Notes receivable were recorded as a result of the sale of Virus 112 and
totaled DKK 11,000 at December  31,  2004.  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.

INVENTORIES

         Inventories principally consist of 38,000 (not in thousands) IBM Tivoli
licenses  at both  December  31, 2003 and 2004,  relating to our remote  back-up
business.  Inventories  are  stated  at the  lower of cost or  market  with cost
determined on the basis of the first-in,  first-out method. In order to evaluate
the  designated  market  value  of such  assets  the  company  investigates  the
available  market for these  products  and their  expected  sales  price.  As of
December 31, 2002 these licenses were written-down by DKK 21.7 million to DKK 0.
During 2003,  the Company  recognized a DKK 3,367  reduction in cost of revenues
for inventory  credits given on the return of 7,000 IBM Tivoli  licenses.  As of
December  31, 2004 these  licenses  were valued at DKK 0, net of  allowance  for
obsolescence or DKK 18,333.

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 is carried at cost
and is not depreciated.

Buildings are 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


                                      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)


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

REVENUE RECOGNITION

         The  Company  derives  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:


                                      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)


         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
      extending beyond customary payment terms, the fees then are considered not
      to be fixed or  determinable,  and  revenues  from such  arrangements  are
      recognized as payments become due and realizable.


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

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

         Fees from the sales of digital  certificates  and managed PKI services,
      which include bundled


                                      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)


      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 4.0 million,  DKK 3.9 million and DKK 5.0 million in 2002,  2003 and
2004, respectively.

INCOME TAXES

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

STOCK OPTIONS

         At  December  31,  2004,  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.


                                      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)


         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:
<TABLE>
<CAPTION>
                                                          2002              2003              2004
                                                     ---------------------------------------------------
<S>                                                       <C>                 <C>               <C>
Reported net income (loss)                                (283,348)           (6,330)           58,454
Reported stock-based compensation expense                        -                 -                 -
Pro forma stock-based compensation expense                 (12,036)           (8,027)           (6,982)
                                                     -------------     -------------     -------------
Pro forma net income (loss)                               (295,384)          (14,357)           51,472


Reported basic income (loss) per share                      (64.99)            (1.35)            11.82
Reported diluted income (loss) per share                    (64.99)            (1.35)            11.10

Pro forma basic income (loss) per share                     (67.75)            (3.07)            10.40
Pro forma diluted income (loss) per share                   (67.75)            (3.07)             9.77
</TABLE>
         The fair value of these  stock  options  was  estimated  at the date of
grant using a  Black-Scholes  option  pricing model with the following  weighted
average assumptions
<TABLE>
<CAPTION>
                                                                     2002         2003         2004
                                                                 -------------------------------------
<S>                                                                 <C>          <C>          <C>
Risk free interest rate                                             4.70%        3.62%        3.47%
Dividend yield                                                         0%           0%           0%
ADR's Annual volatility of the expected market price                1.25         1.58         1.60
Expected life of the options                                        2.81         4.90         4.47
</TABLE>



CONCENTRATION OF CREDIT RISK

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

The  company  has one large  customer in the  broadcasting  segment  which alone
accounts for 28% and 25% of the company's  consolidated  revenue for 2002, 2003,
respectively.  The company has two large customers


                                      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)


in the broadcasting segment which accounts for 32% and 16%,  respectively of the
company's  consolidated  revenue  for 2004.  These  two  customers  account  for
approximately 33% and 22% of our outstanding receivables at December 31, 2004.

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.

RESTATEMENT

         The financial  statements have been restated for all periods  presented
to reflect a  one-for-six  reverse  stock  split of it  ordinary  common  shares
effected May 19, 2005 (See Note 14).

         The financial  statements for all periods  presented have been restated
to reclassify  the assets,  liabilities,  result of operations and cash flow for
the disposed  components of EuroTrust Virus 112 A/S, EuroTrust PKI Services A/S,
EuroTrust  Sweden,  Telefax  Scandinavia  AB,  EuroTrust  E-Security  SARL,  and
EuroTrust France SAS to discontinued operations.

         The  effect  of  the  restatement   reduced  revenues  from  continuing
operations  from DKK  135,789 to DKK 92,028  for 2002,  from DKK  166,411 to DKK
109,822  for 2003 and DKK  112,111  to DKK  91,036  for 2004.  The effect of the
restatement reduced the (loss) from continuing  operations from DKK (277,348) or
DKK  (63.61)  per  share to DKK  (97,363)  or DKK  (22.33)  per  share for 2002;
resulted  in the (loss)  from  operation  of DKK (8,930) or DKK (1.91) per share
changing to income from continuing operations of DKK 2,041 or DKK 0.44 per share
for 2003; and income from continuing  operations changing from DKK 58,454 or DKK
11.82 per share to a (loss) from  continuing  operations  of DKK (26,251) or DKK
(5.30) per share in 2004. The  restatement had no effect on net loss or loss per
share for 2002 and 2003 or net income or income per share for 2004.

RECLASSIFICATIONS

         Certain balances in the financial  statements for December 31, 2002 and
2003 have been reclassified to conform to the headings and classifications  used
in the December 31, 2004 financial statements

RECENTLY ISSUED ACCOUNTING STANDARDS

         In November 2004, the FASB issued SFAS No. 151, "Inventory Costs". SFAS
No. 151 requires  abnormal  amounts of inventory costs related to idle facility,
freight   handling  and  wasted   material   (spoilage)   to  be  recognized  as
current-period  charges.  In addition,  SFAS No. 151 requires that allocation of
fixed  production  overheads to the costs of  conversion  be based on the normal
capacity of the production facilities. The Company will be required to adopt the
provisions  of SFAS No.  151 for fiscal  years  beginning  after June 15,  2005.
Management  believes  the  provisions  of this  Standard  will no  effect on our
financial position or results of operations.

         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 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)


                                      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)


the Company's  income will decrease as a result of the  additional  compensation
expense if additional options are granted.

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

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

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

         In March 2004, the FASB issued EITF Issue No. 03-1 ("EITF 03-1"),  "The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments."  EITF 03-1  includes  new guidance for  evaluating  and  recording
impairment  losses on debt and  equity  instruments,  as well as new  disclosure
requirements  for investments  that are deemed to be temporarily  impaired.  The
accounting  guidance  provided  in  EITF  03-1 is  effective  for  fiscal  years
beginning after June 15, 2004,  while the disclosure  requirements are effective
for annual  periods  ending after June 15, 2004. The Company does not expect the
adoption  of EITF 03-1 will have a material  impact on its  financial  position,
results of operations, or cash flows.

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, 2003:
   Shares in Land and Leisure A/S                698          (394)          304
                                       -------------   -----------   -----------
   Total                                         698          (394)          304
                                       -------------   -----------   -----------


                                      F-19
<PAGE>


                         EUROTRUST A/S AND SUBSIDIARIES

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


                                                        OTHER THAN
                                                        TEMPORARY      FAIR
                                          COST            LOSSES       VALUE
                                          ----            ------       -----
   December 31, 2004:
   Shares in Land and Leisure A/S                698          (501)          197
                                       -------------   -----------   -----------
   Total                                         698          (501)          197
                                       -------------   -----------   -----------


        The unrealized loss on the  available-for-sale  investment securities is
included in other cumulative  comprehensive income during 2003. During 2004, the
Company  recognized a DKK 501 other than  temporary  loss on  available-for-sale
marketable securities.

3.      LONG TERM COST AND EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED COMPANIES

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

                                                           DECEMBER 31,

                                                    2003               2004
                                                    ----               ----
          Cost Method Investments

          Shares in Excelsa S.P.A.                      2,494                  0
          Trust Italia S.p.A.                               -                  -
          GBS A/S                                           -                  0
                                               --------------     --------------
          Total Cost Method Investments                 2,494                  0
                                               --------------     --------------

          Equity Method Investments

          Mediehuset Danmark ApS                        1,500              1,638
                                               --------------     --------------

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



        EXCELSA SA S.R.L.

        During the second half of 2004, the Company acquired  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 shareholders entered into negotiations
with Excelsa to attempt to remediate the damages.  As a result of  overstatement
and  uncertainty  of Excelsa  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 was written down to zero at December 31, 2002 based
on an impairment test.


                                      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)


         GBS A/S

         During 2004 the Company sold the remaining 10% of the shares in GBS A/S
for DKK 72 in cash. The investment was written down to zero at December 31, 2002
based on an impairment test.

         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, 2004 was DKK
138.

4.       PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                       Estimated                   ------------
                                         Life                  2003            2004
                                          N/A             ------------------------------
<S>                                                               <C>             <C>
Land                                                               1,929           1,929

Building                               50 years                   27,321          27,321
Production & Technical equipment     3 to 5 years                 24,998          83,362
Furniture and fixtures               3 to 5 years                 10,031           1,920
Automobiles                             5 years                    3,536           4,617
Leasehold improvements               3 to 10 years                 6,040           3,748
                                                          --------------   -------------
                                                                  73,855         122,897
Less accumulated depreciation and                                (18,514)        (30,305)
amortization

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

Net property, plant and equipment                                 55,341          92,592
                                                          ==============   =============

Depreciation expense                                               7,872          10,604
</TABLE>

         The net book value of assets on capital lease arrangements  included in
property, plant and equipment total DKK 0 and DKK 5,829 at December 31, 2003 and
2004, respectively.

         On  April  1,  2005,   the  Company  sold  its   building   located  at
Poppelgardvej  11-13 in S0borg,  Copenhagen to Lion Ejendomme ApS for DKK 20,000
in cash. At December 31, 2004 the net book value of the building was DKK 19,638.

         At December 31, 2003 and 2004,  certain of the  Company's  building and
equipment was held as collateral on current and long term  financing (See Note 9
& 10).


                                      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)


5.       GOODWILL

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

                                                            December 31,
                                                      2003               2004
                                              ----------------------------------
BALANCE AT THE BEGINNING OF THE YEAR                  20,964             23,941

CHANGES:
               Additions                               2,977              1,585
               Disposals                                   0                  0
               Impairment                                  0               (965)

                                              ----------------------------------
BALANCE AT THE END OF THE YEAR                        23,941             24,561
                                              ----------------------------------

         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.

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

         During the fourth quarter of 2003 and 2004,  the Company  performed the
annual  impairment test and recorded an impairment  charge of DKK 0 and DKK 965,
respectively.,

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


                                      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)


6.       LICENSE RIGHTS AND OTHER INTANGIBLES, NET

         License  rights and certain other  intangible  assets are classified as
definite life intangible assets and consisted of the following:
<TABLE>
<CAPTION>
                                                                        December 31,
                                                                 ------------------------------
                                                                        2003           2004
                                                                 --------------  --------------
<S>                                                                <C>           <C>
Definite Life Intangible Assets:
         Software licensing rights                                       52,540              -
         Other intangible  assets                                         5,816          5,816
                                                                 --------------  --------------

                                                                         58,356          5,816
                           Less accumulated amortization                (57,256)        (5,816)
                                                                 --------------  --------------

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

Amortization expense                                                       (445)          (224)
Weighted average amortization period                               5 Years         5 Years
</TABLE>

         During 2004, the Company sold the remaining  software  licensing rights
in connection with the sale of Virus 112 (See Note 7).

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.

         On January 1, 2005,  and  subsequent to December 31, 2004,  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.  The  subsequent  sale
resulted in no gain or loss.


                                      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)


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.

ACQUISITIONS DURING 2002

         ALPHASYS SAS

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

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

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

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

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

         As of December 31, 2002 Medani A/S exercised the written  option issued
at the time of the  Company's  purchase of an 85% equity  interest in  EuroTrust
NetVaulting  A/S to sell  its  remaining  equity  interest  of 15% in  EuroTrust
NetVaulting  A/S to the company.  The  consideration  comprised  134,083  ADR's,
valued at DKK 5,000. The share purchase was made in accordance with the terms of
a shareholder  agreement with the minority shareholder Medani A/S. The EuroTrust
ADR's issued to Medani A/S in this transaction were purchased from a shareholder
who had  purchased  the shares in the


                                      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)


market, at the request of the Company, during the period August 2002 to November
2002. The shares were sold to the Company at the same price that the shareholder
had paid in the market with an additional  1% to cover  transaction  costs.  The
shareholder has been working as a consultant to EuroTrust NetVaulting A/S.

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

         EUROTRUST SECURE HOSTING A/S

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

DISCONTINUED OPERATIONS

         During 2004 and 2003,  the company  elected to divest the operations of
the internet services  segment.  The divestitures were completed during 2004 and
2003 with the operations of 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, 2004,
2003 and 2002 were DKK 21,075,  DKK 56,589, and DKK 43,761. The pretax income or
(loss) from the  operations of the  discontinued  components  was  DKK(179,985),
DKK(18,420)  and DKK1,090 for the 2002,  2003 and 2004,  respectively.  The gain
(loss) on disposal of the  discontinued  components was DKK (6,000),  DKK 10,049
and DKK 83,615 for 2002, 2003 and 2004, respectively.

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.  In addition,
Comendo will enter into a 5-year lease for the portion of the facility  owned by
the Company that is occupied by Virus 112.

         In  connection  with the sale Comendo  agreed to lease  certain  office
space and  equipment  from the  Company.  The lease  calls for  Comendo  to make
monthly  payments of DKK 79 the first 6 months and  afterwards DKK 113 per month
through September 30, 2009.


                                      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)


       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 in connection with
      the sale                                                            1,741
                                                                      ==========

      Related cost of divestiture                                         1,200
                                                                      ==========

Gain on sale of business                                                 19,737
                                                                      ==========


         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


                                      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)


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 lease calls for VeriSign to make monthly
payments of U.S. $10 through April 1, 2007.  VeriSign may cancel the lease after
18 months through the payment of a U.S. $50 cancellation fee.

      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:

<TABLE>
<CAPTION>
                                                                     APRIL 1, 2004
                                                                  ------------------
                                                                  (IN THOUSANDS DKK)
<S>                                                                    <C>
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 in connection with
      the sale                                                                9,367
                                                                         ==========
      Legal and related cost of divestiture                                     574

                                                                         ==========

Gain on sale of business                                                     63,062
                                                                         ==========
</TABLE>


                                      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 operations. The
agreement  includes a minimum  royalty of DKK 7,100 over the three-year  period.
During 2004, the Company  received  royalty payment of DKK 1,435 which have been
included  in the gain  from  sales of  business  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, 2003 and 2004,  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, 2003 and 2004  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, 2003 and 2004 because the interest rates approximate the rate
of similar instruments as of December 31, 2004.

Marketable securities

         The fair values of investment  securities are estimated based on quoted
market prices as of December 31, 2003 and 2004 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, 2003 and 2004 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, 2003 and 2004  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, 2003 and 2004,  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, 2004.


                                      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,
                                                    ------------

                                                2003           2004
                                                ----           ----
Forstaedernes Bank                                     -          8,417
                                                       0          8,417
                                             ===========   ============

         At December 31, 2004 the Company also has secured  lines-of-credit with
Danish banks up to DKK 9.0 million.  Interest  rates  fluctuate  with the market
rates of the major banks. The weighted average interest rates as of December 31,
2003 and 2004  were 6.0% and  5.5%,  respectively.  The  Company  has  pledged a
mortgage deed on the building of DKK 10,000 as collateral for the borrowings.

10.      BANK LOANS

         Bank loans consists of the following (in DKK):

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

                                                        2003           2004
                                                        ----           ----

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

                                                               -          3,840
                                                     -----------    -----------

Less current portion                                           -            741
                                                     -----------    -----------
                                                               -          3,099
                                                     ===========    ===========


The estimated  aggregate  maturities  required on long-term debt for each of the
individual years at December 31, 2004 are as follows:

                                                                 2004
                                                             --------------

   Year ending December 31:

      2005                                                             741
      2006                                                             767
      2007                                                             810
      2008                                                             855
      2009                                                             667
                                                             -------------

                                                                     3,840

                                                             =============


                                      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  inventories  and
production  van and  equipment  that expire at November 1, 2008. At December 31,
2003 and 2004,  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,
                                                         ------------
                                                     2003            2004
Inventories, net of impairment charges                      -               -
OB van and equipment                                        -           7,095
                                                  ------------    ------------

                                                            -           7,095

Less accumulated depreciation                               -           1,266
                                                  ------------    ------------

                                                            -           5,829
                                                  ============    ============


         For the year ended December 31, 2004 the Company recorded  depreciation
expense on assets held under  capital  leases of DKK 1,172 which was included in
depreciation expense on the statements of operations.

         In 2002 the Company  entered into a sale and lease back  agreement with
IBM regarding the company's  inventories of Tivoli licenses.  The lease payments
amount to DKK 3,706 per year and the agreement expires April 30, 2004. The lease
is secured by 15,000 Tivoli  licenses valued at  approximately  DKK 7,215 before
their impairment in 2002. During 2003 the Company stopped making payments on the
lease obligations due to disagreements regarding the underlying Tivoli Licenses;
resulting in the lease obligation being in default according to the terms of the
lease  agreement.  At  December  31,  2003  and 2004 the  Company  has  included
approximately  DKK 3,839, in accounts  payable  representing  approximately  DKK
3,744 in principal and DKK 95 in interest relating to unpaid lease  commitments.
The  Company  is from  time  to time in  discussions  with  IBM to  resolve  the
underlying  disagreements and to potentially  renegotiate the terms of the lease
agreement.

         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 3.4 million, DKK 1.8 million and DKK 1.3 million in the
years ended December 31, 2002, 2003 and 2004, 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, 2004 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)

<TABLE>
<CAPTION>
                                                                      CAPITAL LEASES          OPERATING LEASES
                                                                  -----------------------    --------------------
<S>                                                                         <C>                        <C>
Year ending December 31:

    2005                                                                     1,560                      1,115
    2006                                                                     1,560                      1,027
    2007                                                                     1,560                           754
    2008                                                                     1,430                           680
    2009                                                                         -                           225
    2010                                                                         -                           208
                                                                  -----------------------    --------------------

              Total minimum lease payments                                   6,110                      4,009
                                                                                             ====================

Less amount representing interest                                              281
                                                                  -----------------------

              Present value of net minimum capital lease payments            5,829
                                                                  -----------------------

Less current installments of obligations under capital leases                1,244
                                                                  -----------------------

              Obligations under capital leases, excluding
                current installments                                         4,585
                                                                  =======================
</TABLE>


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. Current accounts with VeriSign are not carrying any interest.

                                                          DECEMBER 31,
                                                          ------------
                                                       2003         2004
                                                       ----         ----

                                                         4,204        2,082
VeriSign Inc. (Annual fees and royalties)

                                                    ===========  ===========

VeriSign Inc. (Accounts payable)                           477            -
                                                    ===========  ===========


         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


                                      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)


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
$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 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, 2002,  2003 and 2004. For the years ended December 31,
 2002, 2003 and 2004 Nemeth & Sigetty A/S has been paid, DKK 1,115,  DKK 418 and
 DKK 962 respectively.  The total  outstanding  payables due to Nemeth & Sigetty
 A/S as at  December  31,  2003  and  December  31,  2004  were DKK 0 and DKK 0,
 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, 2003 and 2004 are as follows (in DKK):
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                               --------------------------
                                                                                   2003         2004
<S>                                                                                  <C>          <C>
DEFERRED TAX ASSETS
    Net operating loss carry forwards                                                105,365      98,393
   Tax value of fixed assets in excess of book value of fixed assets                   7,415       1,709

   Other temporary differences                                                             0
   Deductible goodwill and intangible assets                                           9,547       2,624
   Provisions                                                                         10,262      10,262
   Capital losses on shares                                                                0           0
                                                                               --------------------------
   Total deferred tax assets                                                         132,589     112,988
                                                                                     -------     -------
   Less: Valuation allowance                                                       (130,206)   (109,016)
                                                                               --------------------------
   NET DEFERRED TAX ASSETS                                                             2,383       3,972

Deferred tax liabilities                                                                   0           0

Total net deferred tax assets                                                          2,383           0
</TABLE>


                                      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  recognized  tax assets as of December 2003 and 2004 are related to
temporary  differences between the book and fiscal values of fixed assets in the
profitable  broadcasting  segment and for the company  EuroTrust  Secure Hosting
A/S.

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

         o Future  earnings  potential  determined  through  the use of internal
         forecasts o The carry forward period  associated  with the deferred tax
         assets and o The nature of the income  that can be used to realize  the
         deferred tax assets

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

         The tax loss carry-forwards  available at December 31,  2004 and  their
expiration years are as follows (in DKK):

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

   2005                            28,355                       28,355
   2006                            52,597                       52,597
   Indefinitely                   195,700         12,250       207,950
                                  -------         ------       -------




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

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

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

                                           2002        2003        2004
                                           ----        ----        ----

   Pretax income (loss):
      Denmark                             (268,422)       (995)      28,026
      Sweden                                (2,844)          0            0
      France                                (3,616)          0            0
      UK                                        45           0            0
      Switzerland                           (3,081)     (9,169)           0
                                          ---------------------------------
                                          (277,918)    (10,164)      28,026
                                          ========     =======       ======
   Significant components of the
    provision for income taxes are:
      Current: Denmark                      (2,849)       (186)           0
               Others                            0           0            0
                                          --------     -------       ------
                                            (2,849)       (186)           0
                                          --------     -------       ------

      Deferred:  Denmark                       350       1,677       (3,105)
                        Others                   0           0            0
                                          --------     -------       ------
                                               350         350       (3,105)
                                          --------     -------       ------
         Total:                             (2,499)     (2,499)      (3,105)
                                          ========     =======       ======


                                      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:
<TABLE>
<CAPTION>
                                                               2002       2003      2004
                                                               ----       ----      ----
<S>                                                              <C>       <C>       <C>
Danish income tax rate......................................     30%       30%       30%
Non taxable gain on sold business...........................      0%        0%        0%
 Non deductible impairment charges..........................    (10)%       0%        0%
Change in valuation allowance on deferred tax assets........    (21)%      45%       45%
Other items, net............................................      0%        0%        0%
                                                             ------
Reported income tax expense.................................     (1)%      (15)%    (15)%
                                                             ======
</TABLE>


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.

         During the period  from  September  2002 to December  2002,  a total of
15,400 (not in thousands)  shares were purchased by a shareholder  and were then
sold  back to the  Company  at the  same  price as that  originally  paid by the
shareholder.  During 2002 the Company  purchased an  additional  100,542 (not in
thousands)  treasury shares through its stockbroker.  The Company has not bought
any additional treasury shares in 2003.


                                      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)


COMMON STOCK

         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 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.

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:
<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,

                                                  2002              2003              2004
<S>                                                     <C>              <C>              <C>
Determination of basic and diluted shares:

Weighted-average shares outstanding
                                                        4,360            4,671            4,947
Potential common shares--dilutive stock
options                                                    --               --              319
                                              ---------------     ------------     ------------
Basic and diluted average common shares                 4,360            4,671            5,266
outstanding
</TABLE>

         In 2004,  the Company  excluded  267 common  share  equivalents  with a
weighted-average  share  price of  $5.52,  in 2003,  the  Company  excluded  136
weighted-average common share equivalents with a weighted-average share price of
$1.38  and in 2002,  the  Company  excluded  14  weighted-average  common  share
equivalents  with a  weighted-average  share  price of $5.04 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.

                                      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)


         Subsequent  to the year ended  December  31,  2004 the  Company  issued
71,094 (not in thousands)  common ADR shares upon the exercise of stock options,
issued  207,458 (not in thousands)  common ADR shares upon the exercise of stock
options, issued 16,666 (not in thousands) common ADR shares upon the exercise of
stock  options,  issued  15,000  (not in  thousands)  common ADR shares upon the
exercise of stock  options and issued  587,500  (not in  thousands)  warrants to
purchase the  Company's  Common  Stock at $4.75 per share  expiring on April 30,
2015.

16.      STOCK OPTIONS

         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 December 31,
2005. At December 31, 2004, 26,667 (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.  A total of 294,458 (not in thousands) of these options were  outstanding
at December 31, 2004. The stock options are exercisable during the year of grant
through their expiration dates ranging from January 1, 2005 to May 30, 2005.

         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 215,417 (not in thousands) were  outstanding at December
31, 2004.  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


                                      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)


directors  of the Company.  The  exercise  price of the options was equal to the
market  price on the date of grant.  Of these  options all were  outstanding  at
December 31, 2004.  434,621  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.

         A  summary  of  the  Company's  stock  option  activity,   and  related
information for the three years ended December 31, 2004 is as follows:
<TABLE>
<CAPTION>
                                               2002                        2003                       2004
                                     -------------------------   -------------------------  -------------------------
                                                 WEIGHTED                    WEIGHTED                    WEIGHTED
                                     OPTIONS      AVERAGE        OPTIONS      AVERAGE        OPTIONS     AVERAGE

                                               EXERCISE PRICE              EXERCISE PRICE             EXERCISE PRICE
                                               --------------              --------------             --------------
<S>                                     <C>             <C>           <C>           <C>           <C>          <C>
   Outstanding, beginning of year         723          $11.46       1,021           $7.92         947          $3.12
   Granted                                414            4.92       1,319            1.38         435           3.48
   Exercised                                -               -        (758)           1.26        (345)          1.32
   Forfeited                              (17)           7.20        (250)           5.94           -              -
   Expired                                (99)          21.00        (385)           7.50         (64)          7.74
   Outstanding, end of year             1,021           $7.92         947           $3.12         973          $3.48
   Exercisable, end of year             1,016           $7.92         944           $3.12         903          $3.48
Weighted average fair value of
options granted during the year                         $3.60                       $6.42                      $3.18
</TABLE>

      The following table summarizes information about stock options outstanding
as of December 31, 2004:
<TABLE>
<CAPTION>

                                         WEIGHTED-AVERAGE
                                             REMAINING    WEIGHTED-AVERAGE
      RANGE OF              SHARES         CONTRACTUAL        EXERCISE        SHARES          WEIGHTED-AVERAGE
   EXERCISE PRICES        OUTSTANDING         LIFE             PRICE        EXERCISABLE       EXERCISE PRICE
----------------------   --------------   ----------------   -------------   ------------   ---------------------
<S>         <C>                    <C>       <C>                <C>                  <C>           <C>
    $1.44 - $1.50                  166       3.0 years          $1.50                166           $1.50
    $2.34 - $2.88                   52       2.5 years          $2.82                 52           $2.82
    $3.00 - $3.30                  298       3.3 years          $3.24                298           $3.24
    $3.78 - $3.78                  215       3.3 years          $3.78                215           $3.78
    $4.68 - $8.40                  242      0.28 years          $5.64                242           $5.64
        Total                      973      2.46 years          $3.48                973           $3.48
</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 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 2002,  2003 and 2004,  the company has  recognized  expenses for
defined  contribution  pension  agreements  with paid to pension  and  insurance
companies on behalf of employees  totaling DKK 1.5 million,  DKK 1.8 million and
DKK 0.8  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 525,  DKK 1,176 and DKK 5,829  were
incurred  in 2002,  2003 and 2004  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.

         In 2002 the Company  issued from  treasury,  134,083 (not in thousands)
shares of its common stock with a market value of DKK 5,000 as consideration for
the purchase of a 15% interest in the subsidiary EuroTrust NetVaulting A/S.

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, 2003 and 2004.

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 three 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, 2002,
2003 and 2004 is presented in the following tables:



                                      F-40
<PAGE>



                                  EUROTRUST A/S

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


<TABLE>
<CAPTION>
                           2002                    2003                    2004              2004
                       DKK         %          DKK          %          DKK          %          USD
<S>                     <C>       <C>        <C>         <C>           <C>        <C>          <C>
Denmark                 91,095    99%        109,000     99.2%         84,510     93%          15,456
Norway                     539    0.6%           417     0.4%               -     -%                -
Sweden                     424    0.4%           405     0.4%           6,526     7%            1,194





                    --------------------   ---------------------   ---------------------  ------------
                        92,028    100%       109,822     100%          91,036    100%          16,650
                    --------------------   ---------------------   ---------------------  ------------
</TABLE>



         The segmented data are as follows:

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]























                                      F-41
<PAGE>


                                  EUROTRUST A/S

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                 OTHERWISE INDICATED) YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                    2002                 2003           2004           2004
                                                --------------       -------------  --------------  -----------
                                                     DKK                 DKK             DKK           USD
<S>                                                     <C>                 <C>             <C>            <C>
INTERNET SERVICES:

Net revenue                                            20,008              21,203              23           $4
Operating expenses:
       Cost of sales                                   34,754               7,773               0            0
       Selling and marketing expenses                   8,706               5,410           3,502          641
       General and administrative expenses             20,788              14,344           8,905        1,629
       Depreciation, amortization and write
       down                                            31,306               1,311           2,071          379
                                                --------------       -------------  --------------  -----------
       Total operating expenses                        95,554              28,838          14,478        2,648
                                                --------------       -------------  --------------  -----------
Operating  (loss)                                     (75,476)             (7,635)        (14,455)     $(2,644)
                                                --------------       -------------  --------------  -----------
Capital expenditure                                     9,210               1,762           2,541         $465
                                                --------------       -------------  --------------  -----------
Total assets                                           99,962              65,655          55,581      $10,165
                                                --------------       -------------  --------------  -----------

BROADCAST MEDIA

Net revenue                                            72,020              88,619          91,013      $16,646
Operating expenses:
       Cost of sales                                   40,534              58,045          60,349       11,038
       Selling and marketing expenses                  10,150              12,085          14,225        2,601
       General and administrative expenses              9,934              12,537          12,638        2,312
       Depreciation, amortization and write
       down                                             4,828               4,764           9,069        1,658
                                                --------------       -------------  --------------  -----------
       Total operating expenses                        65,446              87,431          96,281       17,608
                                                --------------       -------------  --------------  -----------
Operating income (loss)                                 6,574               1,188          (5,268)       $(963)
                                                --------------       -------------  --------------  -----------
Capital expenditure                                     8,261              13,743          29,261       $5,352
                                                --------------       -------------  --------------  -----------
Total assets                                           68,255              75,190         122,667      $22,435
                                                --------------       -------------  --------------  -----------

CONSOLIDATED

Net revenue                                            92,028             109,822          91,036       16,650
Operating expenses:
       Cost of sales                                   75,288              65,818          60,349       11,038
       Selling and marketing expenses                  18,856              17,495          17,727        3,242
       General and administrative expenses             30,722              26,881          21,543        3,940
       Depreciation, amortization and write
       down                                            36,134               6,075          11,140        2,037
                                                --------------       -------------  --------------  -----------
       Total operating expenses                       161,000             116,269         110,759       20,257
                                                --------------       -------------  --------------  -----------
Operating (loss)                                      (68,972)             (6,447)        (19,723)     ($3,607)
                                                --------------       -------------  --------------  -----------
Capital expenditure                                    17,471              15,505          31,802       $5,816
                                                --------------       -------------  --------------  -----------
Total assets                                          168,217             140,845         178,248      $32,600
                                                --------------       -------------  --------------  -----------
</TABLE>

         DKK amounts have been  converted into US$ at an exchange rate of $1=DKK
5.4676.


                                      F-42
<PAGE>



                                  EUROTRUST A/S

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (DKK AND US$ AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND WHERE
                 OTHERWISE INDICATED) YEARS ENDED DECEMBER 31,


24.      SUBSEQUENT EVENTS

         The Company issued 310,218(not in thousands) common ADR shares upon the
exercise of stock options at DKK 13.02 to DKK 21.72 per share.

         On  April  1,  2005,   the  Company  sold  its   building   located  at
Poppelgardvej  11-13 in S0borg,  Copenhagen to Lion Ejendomme ApS for DKK 20,000
in cash. At December 31, 2004 the net book value of the building was DKK 19,638.

         On May 16, 2005, the Company  issued  587,500  warrants to Officers and
Directors  of the Company to purchase  the  Company's  common stock at $4.75 per
share.  The  warrants  vest  immediately  and are  expire  April 30,  2015.  The
estimated  fair  value of the  warrants  on the  date  issued  is  approximately
DKK15,600.

         On May 19, 2005, and reflected in the accompanying 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-43