SEC Comment Letter for EUROTRUST A — Nov 14, 2005
EUROTRUST A/S (CIK 0001041457)
Date: Nov. 14, 2005 · CIK: 0001041457 · Accession: 0000000000-05-057442
AI Filing Summary & Sentiment
Referenced dates: August 3, 2005, September 21, 2005, September 23, 2005
Letter
Mail Stop 3561 November 14, 2005 Via Mail and Fax (3954-0001) Mr. Soren Degn Chief Financial Officer EuroTrust A/S Poppelgaardvej 11-13 2860 Soeborg Denmark
Re: EuroTrust A/S Form 20-F/A for Fiscal Year Ended December 31, 2004 Filed November 3, 2005 File No. 0-30690
Dear Mr. Degn:
We have reviewed your supplemental response letter dated September 21, 2005 as well as your filing and have the following comment. As noted in our comment letter dated August 3, 2005, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Form 20-F/A for Fiscal Year Ended December 31, 2004
Report of Independent Registered Public Accounting Firm, page F-2
1. We note your amended Form 20-F filed November 3, 2005. Ask your auditors to include an updated audit report to reflect the revisions you have completed in the restated financial statements. Also, the audit report should include a paragraph making reference to the restatement and to the notes to the financial statements where the restatement is disclosed.
2. Refer to your auditor`s report where they state that their audit was conducted "in accordance with auditing standards of the Public Company Accounting Oversight Board in the United States." The opinion should state, instead, that the audit was "conducted in accordance with the standards of the PCAOB." Have your auditors revise their report and amend your Form 20-F for the year ended December 31, 2004 to comply with PCAOB Auditing Standard No.1 and the related SEC Release 34-49707.
3. We note that your audit report was signed by an audit firm based in Salt Lake City, Utah. We also note that you conduct the majority of your operations, and generate the majority of your revenues in Denmark. Also, it appears the majority of your assets are located in Denmark. Please tell us where the majority of audit work was conducted and how you concluded that it is appropriate to have an audit report issued by an auditor licensed in Utah.
Restated Consolidated Statements of Cash Flows, page F-8
4. Please revise your Restated Consolidated Statements of Cash Flows to separately show cash used in discontinued operations as operating, investing, or financing activities. FAS 95 does not support presenting operating, investing, and financing cash flows from discontinued operations all within the operating cash flows category.
Notes to the Consolidated Financial Statements, page F-9
5. Please add a note to your financial statements to provide the disclosures required by paragraph 37 of APB 20.
Note 7 - Business Acquisitions, Divestitures, and Discontinued Operations, page F-23
6. Please add a note to your financial statements to include the disclosures required by paragraphs 47b and 47c of SFAS 144.
General
7. We note that you restated your financial statements filed on Form 20-F for the period ended December 31, 2004 to reclassify the operating results and resulting gain from the sale 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. Please note that in addition to filing the amendment, you also need to respond to our comment #1 included in our letter dated September 23, 2005.
* * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. You may contact Dave Walz, Staff Accountant, at (202) 551-3358 or Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3810 if you have any other questions.
Sincerely,
Larry Spirgel
Assistant Director
Show Raw Text
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<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
November 14, 2005
Via Mail and Fax (3954-0001)
Mr. Soren Degn
Chief Financial Officer
EuroTrust A/S
Poppelgaardvej 11-13
2860 Soeborg
Denmark
Re: EuroTrust A/S
Form 20-F/A for Fiscal Year Ended December 31, 2004
Filed November 3, 2005
File No. 0-30690
Dear Mr. Degn:
We have reviewed your supplemental response letter dated
September 21, 2005 as well as your filing and have the following
comment. As noted in our comment letter dated August 3, 2005, we
have limited our review to your financial statements and related
disclosures and do not intend to expand our review to other
portions
of your documents.
Form 20-F/A for Fiscal Year Ended December 31, 2004
Report of Independent Registered Public Accounting Firm, page F-2
1. We note your amended Form 20-F filed November 3, 2005. Ask
your
auditors to include an updated audit report to reflect the
revisions
you have completed in the restated financial statements. Also,
the
audit report should include a paragraph making reference to the
restatement and to the notes to the financial statements where the
restatement is disclosed.
2. Refer to your auditor`s report where they state that their
audit
was conducted "in accordance with auditing standards of the Public
Company Accounting Oversight Board in the United States." The
opinion should state, instead, that the audit was "conducted in
accordance with the standards of the PCAOB." Have your auditors
revise their report and amend your Form 20-F for the year ended
December 31, 2004 to comply with PCAOB Auditing Standard No.1 and
the
related SEC Release 34-49707.
3. We note that your audit report was signed by an audit firm
based
in Salt Lake City, Utah. We also note that you conduct the
majority
of your operations, and generate the majority of your revenues in
Denmark. Also, it appears the majority of your assets are located
in
Denmark. Please tell us where the majority of audit work was
conducted and how you concluded that it is appropriate to have an
audit report issued by an auditor licensed in Utah.
Restated Consolidated Statements of Cash Flows, page F-8
4. Please revise your Restated Consolidated Statements of Cash
Flows
to separately show cash used in discontinued operations as
operating,
investing, or financing activities. FAS 95 does not support
presenting operating, investing, and financing cash flows from
discontinued operations all within the operating cash flows
category.
Notes to the Consolidated Financial Statements, page F-9
5. Please add a note to your financial statements to provide the
disclosures required by paragraph 37 of APB 20.
Note 7 - Business Acquisitions, Divestitures, and Discontinued
Operations, page F-23
6. Please add a note to your financial statements to include the
disclosures required by paragraphs 47b and 47c of SFAS 144.
General
7. We note that you restated your financial statements filed on
Form
20-F for the period ended December 31, 2004 to reclassify the
operating results and resulting gain from the sale 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. Please note that in addition to
filing
the amendment, you also need to respond to our comment #1 included
in
our letter dated September 23, 2005.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. You may contact
Dave Walz, Staff Accountant, at (202) 551-3358 or Carlos Pacho,
Senior Assistant Chief Accountant, at (202) 551-3835 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3810 if you have any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Soren Degn
EuroTrust A/S
November 14, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
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