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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 40-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO THE SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004.
    
    Commission File Number: 000-30224
   CryptoLogic Inc.  Ontario
    
    7999
    
    Not Applicable(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employer Identification No.)incorporation or organization)
    
    Classification Code Number)
 1867 Yonge Street, 7thFloor, Toronto, Ontario, Canada M4S 1Y5, (416) 545-1455
(Address and telephone number of Registrants principal executive offices) CT Corporation, 111 8thAvenue, New York, NY 10011, (212) 894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) 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:Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon shares
    
    NASDAQ National Market, Toronto Stock Exchange,London Stock Exchange
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None For annual reports, indicate by check mark the information filed with this Form: þ Annual information form
    
    þ Audited annual financial statements
 Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. The Registrant had 13,311,498 common shares outstanding as at December 31, 2004 Indicate by check mark whether the Registrant by filing the information contained in this Form is
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number
assigned to the Registrant in connection with such Rule. o þ
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports and (2) has been subject to such filing
requirements for the past 90 days. þ o




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DISCLOSURE CONTROLS AND PROCEDURES The Chief Executive Officer and Interim Chief Financial Officer of CryptoLogic Inc. (the
Company), after evaluating the effectiveness of the Companys disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange
Act), as of the end of the period covered by this annual report, have concluded that the Companys
disclosure controls and procedures as of December 31, 2004 are effective to ensure that all
material information required to be disclosed by the Company in reports that it files or furnishes
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in U.S. Securities and Exchange Commission (the SEC) rules and forms. INTERNAL CONTROLS OVER FINANCIAL REPORTING During the fiscal year ended December 31, 2004, there were no changes in the Companys internal
control over financial reporting that have materially affected or are reasonably likely to
materially affect the Companys internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-14(f) under the Exchange Act. AUDIT COMMITTEE FINANCIAL EXPERT Mr. Stephen Freedhoff serves as Chairman of the audit committee of the Companys Board of
Directors. Our Board of Directors has determined that Mr. Freedhoff is qualified as an audit
committee financial expert (as defined under Item 8(a) of General Instruction B to Form 40-F).
Mr. Freedhoff is independent, as that term is defined by the NASDAQ listing standards applicable to
our company. The SEC has indicated that the designation of Mr. Freedhoff as an audit committee
financial expert does not make Mr. Freedhoff an expert for any purpose, impose any duties,
obligations or liability on Mr. Freedhoff that are greater than those imposed on members of the
audit committee and board of directors who do not carry this designation or affect the duties,
obligations or liability of any other member of the audit committee. A description of Mr.
Freedhoffs business experience is incorporated by reference herein on page 22 of Exhibit 99.3
(Renewal Annual Information Form for the fiscal year ended December 31, 2004). CODE OF BUSINESS CONDUCT AND ETHICS Our Board of Directors has developed and adopted a Code of Ethics applicable to our Chief Executive
Officer, our Companys principal executive officer, and the Interim Chief Financial Officer, our
Companys principal financial and accounting officer, with the goal of promoting the highest moral,
legal and ethical standards and conduct within our Company. Copies of this Code of Ethics are
available without charge upon request by contacting CryptoLogics investor relations department by
mail at our head office, 1867 Yonge Street, 7th Floor, Toronto, Ontario, Canada, M4S
1Y5, by telephone: 416-545-1455, by email at
investor.relations@cryptologic.com, and also posted on
the Companys web site at www.cryptologic.com. 2




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PRINCIPAL ACCOUNTANT FEES AND SERVICES KPMG LLP has been the auditor of the Company since 1998. Fees payable to KPMG LLP for the years ended December 31, 2004 and 2003 were as follows: (In thousands of US dollars)
    
    2004
    
    
    2003Audit fees
    
    $
    157
    
    
    $
    148Audit-related fees
    
    
    60
    
    
    
    80Tax fees
    
    
    63
    
    
    
    40Other fees
    
    
    71
    
    
    
    41Total
    
    $
    351
    
    
    $
    309
 Audit Fees These audit fees were for professional services rendered for the audits of the Companys
consolidated financial statements and subsidiary companies and review of documents filed with US,
Canadian and UK securities regulatory authorities. Audit-Related Fees These audit-related fees were for services related to the review of interim financial statements,
the review of accounting disclosure requirements regarding other business activities,
Sarbanes-Oxley advisory and the Companys 2003 listing on the London Stock Exchange and comfort
letters related to the LSE listing. Tax Fees These tax fees were for tax compliance, tax advice and tax planning. These services included the
preparation and review of corporate tax returns, assistance with tax audits and transfer pricing
matters, expatriate advisory services as well as advisory services relating to federal, provincial
and international tax compliance for customs and duties, and regarding common forms of domestic and
international taxation (i.e. income tax, VAT, GST and excise taxes). Other Fees Other fees were for services other than audit fees, audit-related fees and tax fees as described
above. These services included probity checks of employees and licensees and call centre advisory. 3




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Pre-Approval Policies and Procedures The Companys audit committee has direct communications channels with internal personnel
responsible for financial statement preparation and with external auditors, and has concluded that
the provision of services other than audit services is compatible with maintaining the auditors
independence. The audit committee monitors audit functions and the preparation of financial
statements, and meets with external auditors independent of management. The audit committee has
adopted a policy regarding its pre-approval of all audit and permissible non-audit services
provided by the independent auditors. The policy gives guidance to the Companys management as to
the specific types of services that have been pre-approved. The Companys senior management
periodically provides the audit committee with a summary of services provided by the independent
auditors in accordance with the pre-approval policy. For the year ended December 31, 2004, none of
the audit, tax and other fees described above were an exception to the audit committees
pre-approval policy. OFF-BALANCE SHEET ARRANGEMENTS The disclosure provided under the heading Off-Balance Sheet Arrangements on page 23 of Exhibit
99.1 (2004 Managements Discussion and Analysis) is incorporated by reference herein. TABULAR DISCLOSURE OF CONTRACTURAL OBLIGATIONS The disclosure provided in the table that summarizes our outstanding cash commitments as of
December 31, 2004 on page 22 of Exhibit 99.1 (2004 Managements Discussion and Analysis) is
incorporated by reference herein. CORPORATE GOVERNANCE DIFFERENCES The common shares of the Company are listed on the NASDAQ Stock Market (NASDAQ). Section
4350(a)(1) of the NASDAQ company guide permits NASDAQ to consider the laws, customs and practices
of foreign issuers in relaxing certain NASDAQ listing criteria, and to grant exemptions from NASDAQ
listing criteria based on these considerations. A description of the significant ways in which the
Companys governance practices differ from those followed by US domestic companies pursuant to
NASDAQ standards is as follows: Proxy Delivery Requirement:The NASDAQ requires the solicitation of proxies and delivery of proxy
statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a
proxy statement that conforms to the proxy rules of the US Securities and Exchange Commission. The
Company is a foreign private issuer as defined in Rule 3b-4
under the US Securities Exchange Act
of 1934, as amended, (the Exchange Act) and the equity securities of the Company are accordingly
exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange
Act. The Company solicits proxies in accordance with applicable rules and regulations of Canada. Shareholder Meeting Quorum Requirement:The NASDAQ minimum quorum requirement for a shareholder
meeting is 33 1/3% of the outstanding shares of common voting stock. In addition, a company listed
on NASDAQ is required to state its quorum requirement in its bylaws. The Companys quorum
requirement is set forth in its articles, which provide that shareholders of one-quarter of the
Companys issued shares entitled to be voted at a meeting present in person or by proxy shall be a
quorum for a general meeting of shareholders. 4




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS The Company undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities. SIGNATURE Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the
requirements for filing in Form 40-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereto duly authorized. CRYPTOLOGIC INC. By:
    

/s/ LEWIS N. ROSELewis N. RosePresident and Chief Executive Officer
 Date: March 24, 2005 5




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EXHIBIT INDEX Exhibit Number
    
    Description99.1
    
    2004 Managements Discussion and Analysis.99.2
    
    Audited consolidated financial statements as of December 31, 2004 and 2003 together
with the report of the auditors thereon, including a US GAAP reconciliation.99.3
    
    Renewal Annual Information Form for the fiscal year ended December 31, 2004.99.4
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.5
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.6
    
    Consent of KPMG LLP, Chartered Accountants
 6