##### Table of Contents



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 1934þ
    
    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, 2003.
    
    Commission File Number: 000-30224
  CryptoLogic Inc. (Exact name of Registrant as specified in its charter)
 Ontario(Province or other jurisdiction of
incorporation or organization)
    
    7999(Primary Standard Industrial
Classification Code Number)
    
    Not Applicable(I.R.S. Employer
Identification No.)
 1867 Yonge Street, 7th Floor, Toronto, Ontario, Canada M4S 1Y5, (416) 545-1455 (Address and telephone number of Registrants principal executive offices)
 CT Corporation, 111 8th Avenue, 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. Title of Each Class
Common shares
    
    Name of Each Exchange on Which Registered
Nasdaq National Market, Toronto Stock Exchange,
London Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
None 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 12,300,397 common shares outstanding as at December 31, 2003 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. Yes     o     82-
    
    No     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. Yes     þ
    
    No     o




---



TABLE OF CONTENTS  CONTROLS AND PROCEDURESAUDIT COMMITTEE FINANCIAL EXPERTCODE OF BUSINESS CONDUCT AND ETHICSPRINCIPAL ACCOUNTANT FEES AND SERVICESOFF-BALANCE SHEET ARRANGEMENTSTABULAR DISCLOSURE OF CONTRACTURAL OBLIGATIONSUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATUREEXHIBIT INDEXEX-99.1EX-99.2EX-99.3EX-99.4EX-99.5    Table of Contents  
 CONTROLS AND PROCEDURES The Chief Executive Officer and 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 are effective to ensure that all 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. 
 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 Items 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 48
of Exhibit 99.1 (2003 Annual Report). 
 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
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 or by email at
investor.relations@cryptologic.com. 2




---



##### Table of Contents



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, 2003 and 2002 were as
follows: (In thousands of US dollars)
    
    2003
    
    2002Audit fees
    
    $
    148
    
    
    $
    118Audit-related fees
    
    
    80
    
    
    
    42Tax fees
    
    
    40
    
    
    
    83Other fees
    
    
    41
    
    
    
    190Total
    
    $
    309
    
    
    $
    433
 Audit Fees These audit fees were for professional services rendered for the audits of the
Companys consolidated financial statements 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 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, which included a
company-wide probity review in 2002;
    
    Annual review of IT systems; and
    
    Annual review of security systems. 3




---



##### Table of Contents



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, 2003, 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 25 of Exhibit 99.1 (2003 Annual Report) 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, 2003 on page 25 of Exhibit 99.1 (2003 Annual
Report) is incorporated by reference herein. 4




---



##### Table of Contents



UNDERTAKING AND CONSENT TO SERVICE OF PROCESS A.     Undertaking 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. B.     Consent to Service of Process Concurrent with the filing of this report, the Company is filing an amended
Form F-X appointing CT Corporation as the Companys agent for service in
connection with the class of securities in relation to which the obligation to
file this report arises. 
 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. RoseDate: May 19, 2004
    
    President and Chief Executive Officer 5




---



##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    Description99.1
    
    2003 Annual Report (including Managements Discussion and Analysis and
Audited consolidated financial statements as of December 31, 2003 and
2002 together with the report of the auditors thereon, including a U.S.
GAAP reconciliation.)99.2
    
    Renewal Annual Information Form for the fiscal year ended December
31, 2003.99.3
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
200299.4
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
200299.5
    
    Consent of KPMG LLP, Chartered
Accountants
 6