UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 8-K/A


                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934


          Date of Report (Date of earliest reported): February 23, 2004



                           EUROWEB INTERNATIONAL CORP.
               (Exact name of registrant as specified in charter)



 Delaware                          1-1200                     13-3696015
(State or other jurisdiction     (Commission                (IRS Employer
 of incorporation)                File Number)             Identification No.)



                   1122 Budapest, Varosmajor utca 13. Hungary
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code: +36-1-8897101



                         INFORMATION INCLUDED IN REPORT


Euroweb  International Corp. filed a Form 8-K dated March 9, 2004 with regard to
the acquisition of the 100% of the issued and outstanding  shares of Elender Rt.
without the required financial information.  Accordingly,  Euroweb International
Corp. is filing this Form 8-K/A to include that financial information.

ITEM 2.  Acquisition or Disposition of Assets

On February 23, 2004, Euroweb  International  Corp., a Delaware corporation (the
"Company"),  entered into a Shares Purchase  Agreement with Vitonas  Investments
Limited,  a company with registered seat in Cyprus  ("Vitonas"),  Certus Kft., a
Hungarian  corporation  ("Certus") and Rumed 2000 Kft., a Hungarian  corporation
("Rumed"  and  collectively  with Vitonas and Certus the  "Seller"),  to acquire
Seller's  100%  interest in Elender  Business  Communications  Services  Ltd., a
Hungarian  corporation  ("Elender"  or  "Elender  Rt").  Elender is an  Internet
service  provider  located  in  Hungary  that  provides  internet  access to the
corporate and institutional  (public) sector and, amongst others,  2,300 schools
in Hungary. The Closing of the Elender acquisition occurred on June 9, 2004.

The total  purchase  price paid by the Company for  Elender  was  $9,500,000  as
follows:  (i) cash in the amount of  $6,500,000;  and (ii) 677,201 shares of the
Company's  common  stock.  The  number  of shares  was  calculated  by  dividing
$3,000,000  by $4.43,  which is the average  trade  weighted  stock market price
during  the 60 days  prior to signing of the  binding  term  sheet  between  the
parties. At Closing, Elender had debt valued at $2,900,000, consisting of a bank
loan and a non-transferable shareholders loan payable by Elender to the Sellers.
The Company guarantees the full repayment of the  non-transferable  shareholders
loan in a period of one and a half years and, in addition,  the Company has also
placed in escrow  248,111  shares,  which are to be issued to the Sellers in the
event  that  there  is  a  default  in  connection  with  the   non-transferable
shareholders loan. During the period that the Sellers hold an aggregate of 5% of
the outstanding shares of common stock of the Company,  they will be entitled to
appoint  a  director  to the  Company's  board.  In  addition,  as  long  as the
non-transferable  shareholders  loan is  outstanding,  the Sellers shall also be
entitled to appoint a director to Elender's  board or, in the  alternative,  the
board of the Company's subsidiary managing the Company's Hungarian operations.

ITEM 7.  Financial Statements and Exhibits

 (a) Financial Statements of businesses acquired.

          Audited  Financial  Statements  of Elender Rt. as of and for the years
          ended December 31, 2003 and 2002

          Unaudited  Condensed  Financial  Statements of Elender Rt. as of March
          31, 2004 and for the quarters ended March 31, 2004 and 2003

 (b) Pro forma financial statements

     1.   Unaudited pro forma consolidated balance sheet as of March 31, 2004

     2.   Unaudited pro forma consolidated  statement of operations for the year
          ended December 31, 2003

     3.   Unaudited  pro forma  consolidated  statement  of  operations  for the
          quarter ended March 31, 2004

 (c) Exhibits.

Exhibit No.                         Description

10.1           Shares Purchase Agreement between Vitonas Investments  Limited, a

               Hungarian  corporation,  Certus  Kft.,  a Hungarian  corporation,
               Rumed  2000   Kft.,   a   Hungarian   corporation   and   Euroweb
               International Corp., a Delaware corporation, dated as of February
               23, 2004.  (Incorporated  by reference to Form 8-K Current Report
               filed on March 9, 2004)


                  ELENDER Business Communications Services Rt.

                              Financial Statements

                           December 31, 2003 and 2002


                                TABLE OF CONTENTS



                                                                      Page

Independent Auditors' Report                                            2


Financial Statements:


         Balance Sheets                                                 3
         Statements of Operations                                       4
         Statements of Changes in Shareholders' Deficit                 5
         Statements of Cash Flows                                       6
         Notes to the Financial Statements                              7-17



                          Independent Auditors' Report

To the Shareholders of Elender Business Communications Services Rt.

We  have  audited  the   accompanying   balance   sheets  of  Elender   Business
Communications  Services Rt. (the  "Company")  as of December 31, 2003 and 2002,
and the related statements of operations,  shareholders'  deficit and cash flows
for the years then ended.  These 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 auditing standards generally accepted
in the  United  States of  America.  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
statements.  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 financial position of Elender Business Communications
Services Rt. as of December 31, 2003 and 2002, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.



/s/ Deloitte
------------
Deloitte
Budapest, Hungary

July 2, 2004



                  Elender Business Communications Services Rt.
                                 Balance Sheets
                           December 31, 2003 and 2002
                                   In HUF'000



                                                                          2003                 2002
                                                                  -----------------      ---------------
                                                                                            
ASSETS
  Current assets:
    Cash and cash equivalents                                               76,702              145,069
    Trade accounts receivable, net                                         201,152              548,471
    Related party receivables                                               54,663              181,477
    Prepaid and other current assets                                       257,631              150,692
                                                                  -----------------      ---------------
         Total current assets                                              590,148            1,025,709

  Property and equipment, net                                              920,909            1,156,048
  Investment in affiliate                                                  102,248              108,605
                                                                  -----------------      ---------------

    Total assets                                                         1,613,305            2,290,362
                                                                  =================      ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Trade accounts payable                                                 324,444              172,535
    Related party payables                                                  36,083              173,640
    Short term related party loan                                          166,515              367,793
    Short term portion of long term loan payable                            94,196              137,277
    Other current liabilities                                               58,278              124,655
    Accrued expenses                                                       203,361              160,331
    Deferred revenue                                                        11,196              266,092
                                                                  -----------------      ---------------
       Total current liabilities                                           894,073            1,402,323

    Long term related party loan                                           679,339              829,037
    Long term loan payable                                                  56,597              148,592
    Long term capital lease obligation                                       1,756                    -
                                                                  -----------------      ---------------
        Total long term liabilities                                        737,692              977,629

                                                                  -----------------      ---------------
       Total liabilities                                                 1,631,765            2,379,952
                                                                  -----------------      ---------------

   Commitments and contingencies (note 11)

   Shareholders' deficit
   Common stock, HUF 10,000 par value  (2,000 and 300 shares                20,000                3,000
   authorized, issued and outstanding as of December 31, 2003
   and 2002, respectively)
   Additional paid in capital                                              501,874              331,874
   Accumulated deficit                                                    (540,334)            (424,464)
                                                                  -----------------      ---------------
      Total shareholders' deficit                                          (18,460)             (89,590)
                                                                  -----------------      ---------------


      Total liabilities and shareholders' deficit                        1,613,305            2,290,362
                                                                  =================      ===============

                 See accompanying notes to financial statements.

                                       3

                  Elender Business Communications Services Rt.
                            Statements of Operations
                     Years Ended December 31, 2003 and 2002
                                   In HUF'000



                                                                         2003                2002
                                                                -------------------    ----------------
                                                                                       
Third party revenue                                                      4,624,783           5,202,704
Related party revenue                                                       70,740             113,947
                                                                -------------------    ----------------
Total revenue                                                            4,695,523           5,316,651

Cost of  revenue (exclusive of depreciation and                          3,168,711           3,408,184
amortization shown separately below)
                                                                -------------------    ----------------

Gross profit                                                             1,526,812           1,908,467

Operating expenses
    Personnel expenses                                                     252,950             405,337
   Consulting, professional and directors fees                             297,215             224,149
   Other selling, general and administrative expenses
   (including THUF 234,570 and THUF 250,037 related
   party expenses in 2003 and 2002 respectively)
                                                                           638,397             824,429
   Depreciation and amortization                                           340,684             302,915
                                                                -------------------    ----------------
Total operating expenses                                                 1,529,246           1,756,830

(Loss)/income from operations                                               (2,434)            151,637

Other income/(expense)
Interest income                                                                350              13,106
Interest expense                                                          (110,195)            (53,295)
Foreign exchange gain, net                                                   2,766               5,446
                                                                -------------------    ----------------
Total other expense                                                       (107,079)            (34,743)
                                                                -------------------    ----------------

(Loss)/income before income taxes and equity in loss of
affiliate                                                                 (109,513)            116,894
Income taxes                                                                     -                   -
                                                                -------------------    ----------------
(Loss)/income before equity in loss of affiliate                          (109,513)            116,894
                                                                -------------------    ----------------
Equity in loss of affiliate                                                 (6,357)            (77,436)
                                                                -------------------    ----------------

Net (loss)/income                                                         (115,870)             39,458
                                                                ===================    ================

                 See accompanying notes to financial statements.
                                       4

                  Elender Business Communications Services Rt.
                 Statements of Changes in Shareholders' Deficit
                     Years Ended December 31, 2003 and 2002
                      In HUF'000 (except number of shares)





                                          Common Stock             Additional       Accumulated    Shareholders'
                                      Shares*       Amount        paid in capital     Deficit         Deficit

                                                                                           
January 1, 2002                              300          3,000               -       (463,922)         (460,922)
                                        =========    ===========    ============    ===========    ==============
Net income                                     -              -               -         39,458            39,458
Return of capital to parent                                            (210,959)                        (210,959)
Forgiveness of related party loan              -              -         542,833              -           542,833
                                        ---------    -----------    ------------    -----------    --------------
December 31, 2002                            300          3,000         331,874       (424,464)          (89,590)
                                        =========    ===========    ============    ===========    ==============
Issuance of common stock                   1,700         17,000               -              -            17,000
Net loss                                       -                              -       (115,870)         (115,870)
                                                              -
Forgiveness of related party loan              -              -         170,000              -           170,000
                                        ---------    -----------    ------------    -----------    --------------
December 31, 2003                          2,000         20,000         501,874       (540,334)          (18,460)
                                        =========    ===========    ============    ===========    ==============


* number of shares


                 See accompanying notes to financial statements.

                                       5

                  Elender Business Communications Services Rt.
                            Statements of Cash Flows
                      Year Ended December 31, 2003 and 2002
                                   In HUF'000


                                                                               2003                  2002

                                                                                                
Net (loss)/income                                                              (115,870)              39,458
Adjustments to reconcile net (loss)/income to net cash used in
   operating activities:
Depreciation and amortization                                                   340,684              302,915
Loss on sale of property and equipment                                           21,702               16,520
Equity in loss of affiliate                                                       6,357               77,436
Increase in allowance for doubtful receivables                                   16,239                8,337
Changes in assets and liabilities:
   Receivables                                                                  430,780              553,602
   Prepaid and other assets                                                      31,429               21,934
   Related party payables                                                      (137,557)            (982,846)
   Payables and other current liabilities                                       198,022              538,906
   Deferred revenue                                                            (254,896)             198,091
                                                                      ------------------    -----------------
Net cash provided by operating activities                                       536,890              774,353

Cash flows from investing activities:
Redemption of marketable securities                                                   -              155,034
Investment in affiliate                                                               -             (186,041)
Purchase of property and equipment                                             (184,871)            (708,389)
Proceeds from sale of property and equipment                                     48,666              165,667
                                                                      ------------------    -----------------
Net cash used in investing activities                                          (136,205)            (573,729)

Cash flows from financing activities:
Draw down of short-term and long-term loans from related parties
                                                                                103,514              497,812
Repayment of of short-term and long-term loans from related parties
                                                                               (454,487)            (242,801)
Draw down of short-term and long-term loans                                     125,000                    -
Repayment of short-term and long-term loans                                    (260,079)            (618,312)
Proceeds from issuance of shares                                                 17,000                    -
                                                                      ------------------    -----------------
Net cash used in financing activities                                          (469,052)            (363,301)

Decrease in cash and cash equivalents                                           (68,367)            (162,677)
Cash and cash equivalents, beginning of year                                    145,069              307,746
                                                                      ------------------    -----------------
Cash and cash equivalents, end of year                                           76,702              145,069
                                                                      ==================    =================

Supplemental Disclosures:

Cash paid for income taxes                                                            -                    -
                                                                      ==================    =================
Cash paid for interest                                                          (81,777)             (19,996)
                                                                      ==================    =================

Non-cash financing transactions:

Capital lease                                                                     2,201                    -
                                                                      ==================    =================
Forgiveness of related party loan                                               170,000              542,833
                                                                      ==================    =================


                 See accompanying notes to financial statements.

                                       6

1.   Organization and Business

Elender  Business  Communications  Services Rt was formed on October 23, 2003 at
which time it legally  merged with Elender  Kft., an Internet  Service  Provider
("ISP") and three content providers Webigen Rt.,  Acquarius 2002 Rt. and Elender
Web Kft.,  all of which were  under  common  control at the time of the  merger.
Elender Rt., Elender Kft.,  Webigen Rt.,  Acquarius 2002 Rt. and Elender Web Kft
are  collectively  referred to as "Elender" or the  "Company." The Company began
its operations in October 1995.

The Company operates in one industry segment, providing a full range of Internet
related services. The Internet services provided by the Company include Internet
access, web related services,  consulting,  application  development,  and other
content services.

On February 23,  2004,  Euroweb  International  Corp.,  a Delaware  corporation,
entered into a Shares Purchase  Agreement with Vitonas  Investments  Limited,  a
company with  registered  seat in Cyprus  ("Vitonas"),  Certus Kft., a Hungarian
corporation ("Certus") and Rumed 2000 Kft., a Hungarian corporation ("Rumed" and
collectively  with Vitonas and Certus the  "Seller"),  to acquire  Seller's 100%
interest in Elender.

2. Summary of Significant Accounting Policies

     Accounting Principles

          The financial  statements and accompanying notes have been prepared in
          conformity with accounting principles generally accepted in the United
          States of America.

     Basis of presentation

          The financial  statements comprise the accounts of Elender Rt, Elender
          Kft,  Webigen Rt,  Aquarius  2002 Rt and Elender Web Kft.  Elender Kft
          acquired  Webigen  Rt. in December  2002 from a related  party at book
          value,  while  Aquarius  2002 Rt and  Elender  Web Kft  together  with
          Webigen Rt.  merged with  Elender  Kft.  as of October 13,  2003.  The
          acquisitions and mergers were made from an entity under common control
          (all of the companies  were owned or controlled by Wallis group at the
          time of mergers in October  2003) and  accordingly,  the  transactions
          were  accounted  in  a  manner  similar  to a  pooling-of-interest  in
          accordance with accounting principles generally accepted in the United
          States of America,  with all prior  periods  being  restated as if the
          entities were combined for all periods presented.

          All  material   intercompany   balances  and  transactions  have  been
          eliminated.


2.       Summary of Significant Accounting Policies Continued

     Use of estimates

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported

                                       7

          amounts of assets and  liabilities  and the  disclosure  of contingent
          assets and liabilities at the date of the financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

     Business segment reporting

          Management  has determined  that the Company  operates in one industry
          segment, providing Internet access and additional value added services
          to business  customers and individuals.  All of the Company's revenues
          are derived from the provision of such services.

     Fair value of financial instruments

          The carrying values of cash  equivalents,  notes and loans receivable,
          accounts payable, loans payable and accrued expenses approximate their
          fair values.

     Cash and cash equivalents

          Cash and cash equivalents include cash at bank and short-term deposits
          with maturity date of less than three months at the date of purchase.


                                       8

2.   Summary of Significant Accounting Policies Continued

     Property and equipment

          Property   and   equipment   are  stated  at  cost  less   accumulated
          depreciation.  Equipment  purchased  under capital leases is stated at
          the present  value of minimum  lease  payments at the inception of the
          lease less  accumulated  depreciation.  Leased assets are  depreciated
          using a  straight-line  method over the estimated  useful lives of the
          leased asset.  The Company  provides for  depreciation of property and
          equipment using the straight-line  method over the following estimated
          useful lives:

          Software                                               3 years
          Computer equipment                                     3 years
          Other furniture equipment and fixtures               3-5 years
          Vehicles                                               5 years

          Recurring  maintenance  on  property  and  equipment  is  expensed  as
          incurred.

     Long-lived assets

          In  accordance  with  Statements  of  Financial  Accounting  Standards
          ("SFAS")  No.  144,  "Accounting  for the  Impairment  or  Disposal of
          Long-Lived Assets," the Company periodically reviews long-lived assets
          for impairment  whenever  events or changes in business  circumstances
          indicate  that the  carrying  amount  of the  assets  may not be fully
          recoverable  or that the  useful  lives of those  assets are no longer
          appropriate.  Each  impairment  test is based on a  comparison  of the
          undiscounted  cash  flows  to the  recorded  value  of the  asset.  If
          impairment  is  indicated,  the asset is written down to its estimated
          fair value based on a discounted cash flow analysis.

     Invesment in affiliate

          The Company uses the equity method to account for its  investments  in
          non-marketable equity securities where it has an ownership interest of
          between 20-50%.




2. Summary of Significant Accounting Policies Continued

     Revenue recognition

          Revenue is recognized when earned. Revenues from Internet services are
          recognized  in the month in which the  services are  provided,  either
          based  on  monthly  usage  or on  fixed  monthly  fees.  Revenues  for

                                      9

          consulting  services are  recognized as the service is performed.  The
          Company defers revenue recognition for payments on contracts for which
          services have not been performed.


     Cost of revenues

          Cost of revenues comprised  principally of  telecommunication  network
          expenses, costs of content services and cost of leased lines.

     Barter transactions

          The Company periodically barters services for advertising credits. The
          Company is able to  determine  fair  value  based on  comparable  cash
          transactions  for the services  provided and for which the  advertiser
          has the  financial  ability to pay cash.  Revenue  related to bartered
          services is  recognized  when the  services are  rendered.  The barter
          advertising credits are initially recorded as an asset in "Prepaid and
          other  current  assets" and  expensed in "Other  selling,  general and
          administrative  expenses" when they are utilized.  Barter transactions
          totaled  approximately  THUF 50,650 and THUF 102,902  during the years
          ended December 31, 2003 and 2002, respectively.

     Advertising costs

          Advertising  costs are expensed as incurred and amounted  THUF 156,832
          and THUF  64,336  for the  years  ended  December  31,  2003 and 2002,
          respectively.

     Foreign currency translation

          The  Company   considers  the  Hungarian  Forint  ("HUF")  to  be  its
          functional currency.

          Gains  and  losses  from  foreign   currency   transactions   and  the
          translation  of monetary  assets or  liabilities  not  denominated  in
          Hungarian  forints are included in the income statements in the period
          in which they occur






2. Summary of Significant Accounting Policies Continued

     Income taxes

          Income taxes are accounted  for under the asset and liability  method.
          Deferred  tax assets and  liabilities,  net of  appropriate  valuation
          allowances,   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 operating loss and tax credit  carry-forwards.  Deferred tax
          assets and  liabilities,  if any, 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

                                       10


          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.

     Recent accounting pronouncements

          On April 30, 2003, the Financial  Accounting  Standards Board ("FASB")
          issued  SFAS  No.  149,  "Amendment  of  Statement  133 on  Derivative
          Instruments and Hedging Activities" ("SFAS 149") which amends SFAS No.
          133, "Accounting for Derivative Instruments and Hedging Activities" to
          address (1) decisions reached by the Derivatives Implementation Group,
          (2)  developments  in other  Board  projects  that  address  financial
          instruments,  and (3) implementation  issues related to the definition
          of a derivative. The Company has adopted this pronouncement and it has
          no material impact on its financial statements.



3. Trade accounts receivable

                                                         2003              2002
--------------------------------------------------------------------------------
Receivable                                            227,728           558,808
Less allowance for doubtful debts                     (26,576)          (10,337)
--------------------------------------------------------------------------------
Total                                                 201,152           548,471
                                                      =======           =======

The Company  establishes  allowance for bad debt to reduce  receivables to their
net  realizable  value.  The  allowance is  determined  on an account by account
basis.




4. Prepaid and other current assets

                                                         2003            2002
--------------------------------------------------------------------------------
Unbilled revenues                                      92,787            53,059
Prepaid costs                                          15,773             7,600
Barter credits                                         92,050            64,936
Value added tax receivable                              7,578                 -
Loans                                                  15,000            10,023
Others                                                 34,443            15,074
--------------------------------------------------------------------------------
Total                                                 257,631           150,692
                                                      =======           =======

                                       11

5. Property and equipment

Property and equipment as at December 31, 2003 and 2002 in THUF were as follows:

                                                         2003             2002
--------------------------------------------------------------------------------
Software                                              392,826           323,733
Computer equipment                                    983,077           958,606
Vehicles, furniture, fixtures and other               310,453           298,472
Total                                               1,686,356         1,580,811
Less accumulated depreciation                        (765,447)         (424,763)
Total property and equipment                          920,909         1,156,048
                                                      =======         =========

The gross value of assets  recorded  under  capital  lease  obligation  was THUF
2,319, while accumulated depreciation was THUF 89 as of December 31, 2003. As of
December 31, 2002 there were no assets under capital lease obligations.


6.  Investment in affiliates

The Company  owned 30.9% of the  outstanding  shares in Index Rt. as of December
31, 2003 and 2002.  In March  2004,  the Company  sold its  investment  for THUF
171,920 to a related  party.  (See note 12).  During  2003 and 2002 the  Company
recorded  losses of THUF 77,436 and THUF  6,357,  respectively,  reflecting  its
proportional share of the operating losses of Index Rt.

                                       12

7.  Related party transactions

The Company has entered into  transactions  with related parties both during the
course of its normal  operating  activities  and for financing  its  operations.
These transactions are summarized below:

Financing transactions

The balance of long term related party loan  liabilities as of December 31, 2003
and 2002 were as follows:

                                                      2003                 2002
--------------------------------------------------------------------------------
Vitonas Limited                                    528,818              609,652
Certus Kft.                                         76,427              102,552
Rumed    Kft.                                       74,094               89,304
Wems - Wallis related entity                             -               27,529
--------------------------------------------------------------------------------
Total long-term related party loans                679,339              829,037
                                                   =======              =======
The  expiration  date of all of the  related  party  loans was  October 7, 2007.
Interest  rate is BUBOR  (interbank  credit  interest  rate in  Budapest) + 1.5%
(13.24% and 9.12% as of December 31, 2003 and 2002, respectively).

Based on the share purchase agreement of the Company,  the repayment schedule of
the related  party loans was amended such that the maturity date is now December
31, 2005.

The balance of short term related party loan liabilities as of December 31, 2003
and 2002 were as follows:

                                                      2003                 2002
--------------------------------------------------------------------------------
Wallis   Rt.                                       166,515              367,793
--------------------------------------------------------------------------------
Total short-term related party loans               166,515              367,793
                                                   =======              =======

Interest  rate is BUBOR + 1.5%  (13.24%  and 9.12% as of  December  31, 2003 and
2002, respectively).

The Company recorded  related party interest expense in the accompanying  income
statement of THUF 94,377 and THUF 16,552 in 2003 and 2002, respectively.

7.  Related party transactions, continued

                                       13

During 2003 and 2002,  certain loan  liabilities  were waived by related parties
amounting  to THUF  170,000 and THUF  542,833,  respectively.  The effect of the
waivers  has  been  shown  as  increase  in  additional  paid-in-capital  in the
accompanying financial statements.

The  schedule of principal  payments on related  party loans is as follows as of
December 31, 2003:

Payments due in 2004                                  166,515
Payments due in2005                                   679,339
                                                      -------
Total related party loans                             845,854
                                                      =======

     Operating transactions


The  Company  provides  Internet  access and  related  services  to the  related
parties.  Total revenues  generated from these services was THUF 70,740 and THUF
113,947 during 2003 and 2002, respectively

Related parties also provided the following services to the Company:

   -        Office rental
   -        Car rental
   -        Consulting and advisory
   -        Labour outsourcing
   -        Advertising and public relations
   -        Telephone

Total  amount of these  services  purchased  by Elender was  approximately  THUF
234,570 and THUF 250,037 during 2003 and 2002, respectively.


                                       14

8.  Long-term loans

The Company has entered a loan agreement with  Raiffeisen  Bank Rt ("Bank") in a
value of HUF 275,000,000 with an interest rate of BUBOR +2.25% (13.99% and 9.87%
as of  December  31,  2003  and  2002,  respectively).  The loan is  payable  in
quarterly  installments  through October 22, 2005. The loan is guaranteed by the
shares of the Company pledged as collateral and also guaranteed by Wallis Rt. In
addition to the loan agreement, the Company also concluded an overdraft facility
with the Bank in a value of HUF  100,000,000  with interest rate of BUBOR + 0.7%
(12.44% and 8.32% as of December 31, 2003 and 2002). The facility will expire on
August 31, 2004.

The outstanding balances were in THUF as follows at December 31:

                                                             2003          2002
--------------------------------------------------------------------------------
Long term loan                                            150,793       285,869
Short term portion of long term loan                      (94,196)     (137,277)
--------------------------------------------------------------------------------
Total long term loan payable                               56,597       148,592
                                                           ======       =======

The  schedule  of  principal  payments  on long term  loans is as  follows as of
December 31, 2003:

-----------------------------------------------------------------
Loan payable in 2004                                       94,196
Loan payable in 2005                                       56,597
-----------------------------------------------------------------
Total                                                     150,793
                                                          =======

There were no amounts drawn on the bank overdraft at December 31, 2003 and 2002.


9. Other current liabilities

                                                             2003          2002
--------------------------------------------------------------------------------
Value added tax payable                                         -        47,545
Local tax payable                                          22,286        21,291
Wages related taxes                                        29,199        36,935
Other                                                       6,793        18,884
--------------------------------------------------------------------------------
Total other current liabilities                            58,278       124,655
                                                           ======       =======

                                       15

10. Accrued expenses

                                                             2003          2002
--------------------------------------------------------------------------------
Telecommunication expenses                                112,042        78,964
Interest                                                   28,068        20,193
Subcontractors and consultants                             35,281        20,970
Other                                                      27,970        40,204
--------------------------------------------------------------------------------
Total                                                     203,361       160,331
                                                          =======       =======
11.  Commitments and Contingencies

Lease agreements

Capital lease - In 2003, the Company  entered into capital lease,  which expires
over the next four years.  The  following is a schedule of future  capital lease
payments  (with  initial or  remaining  lease terms in excess of one year) as of
December 31, 2003 in THUF:

Short term lease obligation                                                 445
Long term lease obligation                                                1,756
--------------------------------------------------------------------------------
Total lease payments                                                      2,201
                                                                          =====
The  current  portion of the  capital  lease  obligation  is  included in `Other
current liabilities' in the accompanying balance sheets.

Operating  lease - On January 1, 2002, the Company has entered a  non-cancelable
rental  contract  for its  office  space for the  period of seven  years  with a
related  party.  The monthly  rental fee is HUF  5,400,000  (EUR  21,560).  Rent
expense included in the accompanying  income statements was THUF 64,800 and THUF
64,800 in 2003 and 2002, respectively.

Following  are  the  Company's   commitments  under  its  non-cancelable   lease
obligations:

                                         Capital lease           Operating lease
2004                                               745                    64,800
2005                                               745                    64,800
2006                                               745                    64,800
2007                                               683                    64,800
2008                                                 -                    64,800
                                  ---------------------   ----------------------
Total                                            2,917                   324,000
                                  ---------------------   ======================
Less amount representing interest                 (716)
                                  ---------------------
Net minimum lease payments                       2,201
                                  =====================

There are no restrictions on dividends imposed by lease contracts.

                                       16

12. Income taxes

The statutory  corporate tax rate was 18% as of December 31, 2003 and 2002.  The
statutory rate will be 16 % effective from January 1, 2004. Owing to the taxable
losses,  the Company did not have any  corporate  income  taxes  payable for the
years of 2003 and 2002.

The  following  summarizes  the Company's net deferred tax assets as of December
31:

                                                      2003                 2002
--------------------------------------------------------------------------------
Investment in affiliate                             13,407               12,390
Net operating loss carry forwards                   21,891               13,483
--------------------------------------------------------------------------------
Total deferred tax assets                           35,298               25,873
Less allowance                                     (35,298)             (25,873)
--------------------------------------------------------------------------------
Total                                                    0                    0

The losses  incurred  in the  previous  years can be carried  forward for offset
against future taxable profit. The carried forward taxable losses as of December
31, 2003 and 2002 were THUF 136,819 and THUF 84,272,  respectively.  Such losses
expire  beginning  2007 through 2008.  The Company has recorded a full valuation
allowance  against its deferred tax assets,  as management  does not believe the
assets will be realized.


13.  Subsequent events

In the  first  quarter  of 2004,  Elender  Rt.  has sold its  investment  in its
affiliate  (Index  Rt) for HUF  171,920,000  to  Wallis.  The sale was  affected
through a reduction of the  short-term  related  party loan  liabilities  due to
Wallis.

The Company has concluded a new bank loan agreement with  Commerzbank Rt on June
1,  2004.  This loan  agreement  was  signed  and  replaced  the  existing  loan
facilities  with  Raiffeisen and to increase the current loan  facilities to HUF
350 million and the  overdraft  facilities  limit to 450  million  HUF.  Amounts
outstanding on the Raiffeisen Loan were repaid.

                                       17


                                TABLE OF CONTENTS
                                -----------------


Financial Statements:


         Unaudited Condensed Balance Sheets
         Unaudited Condensed Statements of Operations
         Unaudited Condensed Statements of Cash Flows
         Notes to the Unaudited Condensed Financial Statements

                                       18

                  Elender Business Communications Services Rt.
                       Unaudited Condensed Balance Sheets
                      March 31, 2004 and December 31, 2003
                                   In HUF'000




                                                                      March 31,             December 31,
                                                                        2004                    2003
                                                                  -----------------    -----------------
                                                                                           
ASSETS
  Current assets:
    Cash and cash equivalents                                                  881               76,702
    Trade accounts receivable, net                                         364,622              201,152
    Related party receivables                                                    -               54,663
    Prepaid and other current assets                                       275,053              257,631
                                                                  -----------------    -----------------
         Total current assets                                              640,556              590,148

  Property and equipment, net                                              892,181              920,909
  Investment in affiliate                                                        -              102,248
                                                                  -----------------    -----------------

       Total assets                                                      1,532,737            1,613,305
                                                                  =================    =================

LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Trade accounts payable                                                 380,559              324,444
    Related party payables                                                       -               36,083
    Short term related party loan                                          182,191              166,515
    Short term portion of long term loan payable                           127,335               94,196
    Other current liabilities                                               54,407               58,278
    Accrued expenses                                                       267,607              203,361
    Deferred revenues                                                        6,932               11,196
                                                                  -----------------    -----------------
       Total current liabilities                                         1,019,031              894,073

    Long term related party loan                                           471,147              679,339
    Long term loan payable                                                     970               56,597
    Long term capital lease obligation                                       1,632                1,756
                                                                  -----------------    -----------------
        Total long term liabilities                                        473,749              737,692

                                                                  -----------------    -----------------
       Total liabilities                                                 1,492,780            1,631,765

    Commitments and contingencies

   Shareholders' deficit
   Common stock, HUF 10,000 par value (2,000 shares authorized,             20,000               20,000
   issued and outstanding)
   Additional paid in capital                                              501,874              501,874
                                                                  -----------------    -----------------
   Accumulated deficit                                                    (481,917)            (540,334)
                                                                  -----------------    -----------------
      Total shareholders' deficit                                           39,957              (18,460)

      Total liabilities and shareholders' equity/(deficit)               1,532,737            1,613,305
                                                                  =================    =================

       See accompanying notes to unaudited condensed financial statements.

                                       19


                  Elender Business Communications Services Rt.
                  Unaudited Condensed Statements of Operations
                     Quarters Ended March 31, 2004 and 2003
                                   In HUF'000


                                                                        2004 Q1                 2003 Q1

                                                                                        
Third party revenue                                                   1,180,403               1,146,974
Related party revenue                                                    20,458                  14,342
Total revenue                                                         1,200,861               1,161,316

Cost of revenues (exclusive of depreciation and                         825,502                 851,512
amortization shown sepatately below)
                                                             -------------------     -------------------

Gross profit                                                            375,359                 309,804

Operating expenses
   Personnel expenses                                                    56,249                  73,174
   Consulting, professional and directors fees                           85,428                  98,931
   Other selling, general and administrative expenses                   126,353                 134,736
   Depreciation and amortization                                         90,600                  71,317
                                                             -------------------     -------------------
     Total operating expenses                                           358,630                 378,158

Income/(loss) from operations                                            16,729                 (68,354)

Interest income                                                             727                     133
Interest expense                                                        (32,341)                (25,180)
Foreign exchange gain, net                                                3,630                   2,494
                                                             -------------------     -------------------
Total other expense                                                     (27,984)                (22,553)

Loss before income taxes and equity in loss of affiliate                (11,255)                (90,907)
Income taxes                                                                  -                       -
                                                             -------------------     -------------------
Loss before equity in loss of affiliate                                 (11,255)                (90,907)
Net gain from sale of equity investment                                  69,672                       -
                                                             -------------------     -------------------

Net income/(loss)                                                        58,417                 (90,907)
                                                             ===================     ===================




       See accompanying notes to unaudited condensed financial statements.

                                       20


                  Elender Business Communications Services Rt.
                  Unaudited Condensed Statements of Cash Flows
                     Quarters Ended March 31, 2004 and 2003
                                   In HUF'000




                                                                                2004 Q1              2003 Q1
                                                                                               
Cash flows from operating activities
Net profit/(loss)                                                                58,417              (90,907)
Adjustments to reconcile net profit to net cash used in operating
   activities:
Depreciation and amortization                                                    90,600               71,317
Gain from sale of equity investment                                             (69,672)                   -
Changes in assets and liabilities
Receivables                                                                    (108,807)             410,677
Prepaid and other assets                                                         24,267              (65,211)
Payables and other current liabilities                                           38,718              (73,075)
Deferred revenue                                                                 (4,264)
                                                                                                    (247,989)
                                                                      ------------------    -----------------
Net cash provided by operating activities                                        29,259                4,812

Cash flows from investing activities:
Purchase of property and equipment                                              (61,872)              (8,526)
                                                                      ------------------    -----------------
Net cash used in investing activities                                           (61,872)              (8,526)

Cash flows from financing activities:
Repayment of short-term and long-term loans                                     (43,208)             (39,988)
                                                                      ------------------    -----------------
Net cash used in financing activities                                           (43,208)             (39,988)

Decrease in cash and cash equivalents                                           (75,821)             (43,702)
                                                                      ------------------    -----------------
Cash and cash equivalents, beginning of period                                   76,702              100,068
Cash and cash equivalents, end of period                                            881               56,366
                                                                      ==================    =================

       See accompanying notes to unaudited condensed financial statements.

                                       21

Basis of  presentation

     Elender Business Communications Services Rt. (the "Company") is a Hungarian
Corporation,  which is owned by  Vitonas  Investments  Limited,  a company  with
registered  seat in Cyprus  ("Vitonas"),  Certus Kft.,  a Hungarian  corporation
("Certus")  and Rumed 2000 Kft. The Company is an Internet  service  provider in
Hungary.

The accompanying  unaudited  condensed  financial  statements of the Company are
stated in  Hungarian  Forints  ("HUF")  (the  currency in Hungary) and have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission  regarding interim financial  information.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements. In the opinion of management, these financial statements include all
adjustments,  consisting  mainly of normal recurring  accruals,  necessary for a
fair presentation of the results for the interim periods presented.  Results for
the interim  periods are not  necessarily  indicative  of the results for a full
fiscal year. These unaudited  condensed  financial  statements should be read in
conjunction with the Company's audited financial statements and notes thereto as
of and for the year ended December 31, 2003.

Material events

     In the first  quarter  of 2004,  the  Company  sold its  investment  in its
affiliate  (Index  Rt) for HUF  171,920,000  to  Wallis.  The sale was  affected
through a reduction of the  short-term  related  party loan  liabilities  due to
Wallis.

     The Company has concluded a new bank loan agreement with  Commerzbank Rt on
June 1, 2004.  This loan  agreement  was signed and replaced  the existing  loan
facilities  with  Raiffeisen and to increase the current loan  facilities to HUF
350 million  and the  overdraft  facilities  limit to HUF 450  million.  Amounts
outstanding on the Raiffeisen Loan were fully repaid.

                                       22

(b) Pro forma financial statements:

                           EUROWEB INTERNATIONAL CORP.
                                 AND ELENDER RT

              UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Basis of Preparation

     The accompanying unaudited pro forma consolidated financial statements give
effect  to the  acquisition  by  Euroweb  International  Corporation  of 100% of
Elender Rt. for approximately $6,611,000 in cash consideration (including direct
transaction  costs of  $111,000)  and  677,201  shares of Euroweb  International
Corporation's  common stock with a fair value of  $2,898,420  less  registration
cost of $21,000. The acquisition will be accounted for using the purchase method
of accounting.  Under this method,  the purchase price has been allocated to the
assets and liabilities based on preliminary estimates.  The final purchase price
allocation will be calculated based on the transaction value and the fair values
of Elender Rt.  identifiable assets and liabilities at the date of closure as of
June 10,  2004 and it will be  presented  in the  06/30/2004  quarterly  report.
Therefore,  the actual  goodwill  amount,  as well as other balance sheet items,
could differ from the  preliminary  unaudited pro forma  consolidated  financial
statements  presented  herein,  and in turn affect items in the  preliminary pro
forma condensed consolidated  statement of operations,  such as intangible asset
amortization and income taxes.

     The accompanying unaudited pro forma consolidated balance sheet as of March
31,  2004 and  accompanying  unaudited  pro  forma  consolidated  statements  of
operations  for the year ended December 31, 2003 and the quarter ended March 31,
2004 were prepared based on the Company's  interpretation  of guidance issued by
the United States Securities and Exchange Commission (specifically Article 11 of
Regulation S-X). The unaudited pro forma  consolidated  statements of operations
give  effect to the  acquisition  as if it  occurred  on January  1,  2003.  The
unaudited pro forma  consolidated  balance sheet gives effect to the acquisition
as if it occurred on March 31, 2004.

     Euroweb  International  Corporation has presented these unaudited pro forma
consolidated  financial statements for illustrative purposes only. The unaudited
pro forma consolidated  financial  statements are not necessarily  indicative of
the actual results of operations or financial  position that would have occurred
had the acquisitions  occurred on the dates indicated,  nor are they necessarily
indicative of future  operating  results or financial  position.  No account has
been taken within the unaudited pro forma consolidated  financial  statements to
any  synergy  or any  severance  and  restructuring  costs  that may,  or may be
expected  to,  occur  following  the   acquisition.   The  unaudited  pro  forma
consolidated  financial  statements  are only a  summary  and  should be read in
conjunction with the historical  consolidated  financial  statements and related
notes of Euroweb International Corporation and Elender Rt. and other information
included or incorporated by reference in this current report.

     The pro forma  adjustments  described in the  accompanying  notes are based
upon available  information and certain assumptions that management believes are
reasonable.

     All pro forma amounts are presented in U.S. dollars, the reporting currency
of Euroweb International Corporation.

                                       23


     There  were  no  business   transactions   between  Euroweb   International
Corporation and its subsidiaries and Elender Rt. during the periods presented.

                                       24

                           Euroweb International Corp.
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                 March 31, 2004


                                                  Restated      Elender Rt.     Pro forma        N    Pro forma
                                                   Euroweb                     adjustments       o    Euroweb Int
                                                International                                    t     Corp and
                                                 Corporation                                     e    Elender Rt.
ASSETS                                               (C)            (D)
                                                                                              
  Current assets:
    Cash and cash equivalents                     $12,050,485        $ 4,326      (6,611,000)    A       5,443,811
    Investment in securities                                -              -               -                     -
    Trade accounts receivable, net                  1,235,842      1,790,434               -             3,026,276
    Related party receivables                         748,285              -               -               748,285
    Current portion of note receivable                124,143              -               -               124,143
    Prepaid and other current assets                1,584,887      1,350,616                             2,935,503
                                                                                           -
         Total current assets                      15,743,642      3,145,376      (6,611,000)           12,278,018

  Note receivable, less current portion                     -              -               -                     -
  Investment in affiliate                                   -              -               -                     -
  Property and equipment                            2,727,193      4,380,952               -             7,108,145
  Assets under construction                            78,355              -               -                78,355
  Goodwill                                            566,000              -       5,814,228     A       6,380,228
  Intangibles- customer lists, brand name                   -              -       2,412,759             2,412,759
                                                  -----------     ----------      ----------           -----------
       Total assets                               $19,115,190     $7,526,328      $1,615,987           $28,257,505
                                                  ===========     ==========      ==========           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Trade accounts payable                         $1,638,049     $1,868,691               -            $3,506,740
    Related party payables                            913,211              -               -               913,211
     Related party loan payable                       240,608        894,628        (894,628)   AB         240,608
    Other loan payable                                      -        625,263       1,606,138    AB       2,231,401
    Other current liabilities                         998,387        267,159               -             1,265,546
    Accrued expenses                                  431,247      1,314,057               -             1,745,304
    Deferred IRU revenue                               46,000              -               -                46,000
    Deferred other revenues                           951,472         34,038               -               985,510
                                                  -----------     ----------      ----------           -----------
       Total current liabilities                    5,218,974      5,003,836         711,510            10,934,320

    Non-current portion of def. IRU revenue           831,834              -               -               831,834
    Non-current related party loan payable            962,435      2,313,513      (2,313,513)   AB         962,435
    Non-current other loan payable                          -          4,763         536,773    AB         541,536
    Non-current portion of lease obligations          219,239          8,013               -               227,252
                                                  -----------     ----------      ----------           -----------
       Total liabilities                            7,232,482      7,330,125      (1,065,230)           13,497,377

   Stockholders' equity
   Preferred stock, $.001 par value
   Common stock, $.001 par value                       24,129         92,514         (91,837)    A          24,806
   Additional paid-in capital                      48,227,764      2,286,091         590,652     A      51,104,507
   Accumulated deficit                            (35,206,856)    (1,758,641)      1,758,641     A     (35,206,856)
   Accumulated other comprehensive loss               (46,917)      (423,761)        423,761     A         (46,917)
   Treasury stock                                  (1,115,412)             -               -            (1,115,412)
                                                  -----------     ----------      ----------           -----------
      Total stockholders' equity                   11,882,708        196,203       2,681,217            14,760,128
                                                  -----------     ----------      ----------           -----------
      Total liabilities and stockholders'
   equity                                         $19,115,190     $7,526,328      $1,615,987           $28,257,505
                                                  ===========     ==========      ==========           ===========


                See accompanying notes to the unaudited pro forma
                       consolidated financial statements.

                                       25

                           Euroweb International Corp.
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2003



                                                Restated        Elender Rt.     Pro forma      N      Pro forma
                                                Euroweb                        adjustments     o      Euroweb Int
                                              International                                    t       Corp and
                                               Corporation                                     e      Elender Rt.
                                                   (C)               (D)
                                                                                          
Revenues
Third party revenues                           $ 17,540,011     $ 20,677,738       316,283     B    $ 38,534,032
Related party revenues                            5,740,709          316,283      (316,283)    B       5,740,709
                                                ------------      -----------     ---------          ------------
              Total Revenues                     23,280,720       20,994,021             -            44,274,741

Cost of revenues
 Third party cost of revenues                     8,827,513       14,167,535             -            22,995,048
 Related party cost of revenues                   5,796,351                -             -             5,796,351
                                                ------------      -----------     ---------          ------------
              Total Cost of revenues             14,623,864       14,167,535             -            28,791,399
                                                ------------      -----------     ---------          ------------
   Gross profit                                   8,656,856        6,826,486             -            15,483,342

Operating expenses
   Compensation and related costs                 3,173,720        1,130,957             -             4,304,677
   Severance to officers                                  -                -             -                     -
   Consulting, professional and                   2,135,056        1,328,870             -             3,463,926
directors fees
   Other selling, general and                     2,723,012        2,854,319             -             5,577,331
administrative expenses
   Goodwill impairment                              980,538                -             -               980,538
   Impairment of intangibles                        100,364                -             -               100,364
   Depreciation and amortization                  1,727,796        1,523,222       804,253     A       4,055,271
                                                ------------      -----------     ---------          ------------
               Total operating expenses          10,840,486        6,837,368             -            18,482,107
                                                ------------      -----------     ---------          ------------
Loss from operations                             (2,183,630)         (10,882)     (804,253)           (2,998,765)

   Net interest income/(expense)                    344,571         (491,125)            -              (146,554)
  Foreign exchange gain, net                              -           12,366                              12,366

Loss before income taxes                         (1,839,059)        (489,641)     (804,253)           (3,132,953)
Provision for income taxes                           61,590                -             -                61,590
                                                ------------      -----------     ---------          ------------
   Equity in earnings (loss) of
affiliate                                           109,622          (28,422)            -                81,200

Net loss                                        $(1,791,027)      $ (518,063)     (804,253)          $(3,113,343)
                                                ============      ===========     =========          ============



Net loss per share, basic and diluted               (0.44)                                                (0.58)

Weighted aver. number of shares outst.          4,665,332                                             5,342,533


                     See accompanying notes to the unaudited
                  pro forma consolidated financial statements.

                                       26

                           Euroweb International Corp.
                  UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF
                OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2004


                                              Restated       Elender Rt.      Pro forma     Note  Pro forma
                                              Euroweb                        adjustments         Euroweb Int
                                           International                                          Corp and
                                            Corporation                                          Elender Rt.
                                                (C)              (D)
                                                                                     
Revenues
Third party revenues                           $4,922,587        5,661,677          98,124   B   $10,682,388
Related party revenues                          1,490,767           98,124         (98,124)  B     1,490,767
                                                ---------        ---------         --------  -   -----------
              Total Revenues                    6,413,354        5,759,801               -        12,173,155

Cost of revenues
 Third party cost of revenues                   2,803,707        3,959,432               -         6,763,139
 Related party cost of revenues                 1,251,354                -               -         1,251,354
                                                ---------        ---------         --------      -----------
              Total Cost of revenues            4,055,061        3,959,432               -         8,014,493
                                                ---------        ---------         --------      -----------
   Gross profit                                 2,358,293        1,800,369               -         4,158,662

Operating expenses
   Compensation and related costs                 876,237          269,792               -         1,146,029
   Consulting, professional and                   411,179          409,746               -           820,925
directors fees
   Other selling, general and                     716,194          606,038               -         1,322,232
administrative expenses
   Depreciation and amortization                  290,081          434,553         201,063   A       925,697
                                                ---------        ---------         --------  -   -----------
               Total operating expenses         2,293,691        1,720,129        (201,063)        4,214,883

Loss from operations                               64,602           80,240        (201,063)          (56,221)

   Net interest income/(expense)                    7,841         (134,222)              -          (126,381)

Loss before income taxes                           72,443          (53,982)       (201,063)         (182,602)
Provision for income taxes                         31,583                -               -            31,583
                                                ---------        ---------         --------      -----------
   Gain from equity
investment                                              -          334,174               -           334,174

Net profit                                        $40,860         $280,192        (201,063)         $119,989
                                                =========        =========        =========      ===========


Net profit per share, basic and diluted              0.01                                               0.02

Weighted aver. number of shares outst.          4,665,332                                          5,342,533


               See accompanying notes to the unaudited pro forma
                       consolidated financial statements.

                                       27

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(A)  To reflect the excess of acquisition  cost over the estimated fair value of
     net  assets  acquired  (goodwill).   The  purchase  price,  purchase  price
     allocation, and financing of the transaction are summarized as follows:

    Purchase price is calculated as as:


                                                                                  
       Cash                                                                          $ 6,500,000
       Fair value of shares issued less registration cost                              2,877,420
       Direct acquisition expenditures                                                   111,000
                                                                                   -------------
    Total purchase consideration                                                       9,488,420

    Allocated to:
       Transferable shareholders loan                                                  1,065,230
       Fair value of Elender's assets acquired and
       liabilities assumed                                                               196,203
       Customer contracts                                                              2,412,759
                                                                                   -------------

    Excess purchase price over allocation to identifiable
    assets and liabilities (Goodwill)                                                $ 5,814,228
                                                                                   =============

          These unaudited pro forma  consolidated  financial  statements reflect
          the   preliminary   allocation  of  the  purchase  price  based  on  a
          preliminary   fair  value   assessment  of  the  assets  acquired  and
          liabilities   assumed,   and  as  such,   the  Company  has   assigned
          approximately  $2.4 million to customer  contracts  intangible assets.
          These identified  intangible assets will be amortized over a period of
          three years,  which has been reflected as pro forma  adjustment in the
          profit and loss  statements.  The purchase  price  allocation  will be
          finalized upon the completion of intangible assets valuation.

          In accordance with Statement of Financial Accounting Standard ("SFAS")
          No.  142,  Goodwill  and  Other  Intangible  Assets,  goodwill  is not
          amortized.  Accordingly,  there is no goodwill amortization expense in
          the pro forma consolidated statements of operations.

          The  estimated  total  purchase  price  of  approximately   $9,488,420
          consists  of  approximately  $6,500,000  cash,  $2,877,420  of Euroweb
          International's common stock, representing an estimated 677,201 shares
          and estimated  direct  transaction  costs of  approximately  $111,000.
          Under US GAAP,  securities issued in a purchase  business  combination
          should be valued at market  prices for a reasonable  period before and
          after  the  measurement  date in  determining  the  fair  value of the
          securities  issued.  For the  purposes  of these  unaudited  pro forma
          consolidated financial statements, the purchase consideration has been
          estimated  using a signing  date of the  transaction,  as  measurement
          date, of February 23, 2004.  Accordingly,  the Euroweb International's
          shares issued in consideration are valued based on the average closing
          price of the Company's common stock for the five  consecutive  trading
          days between  February 19, 2004 and February 25, 2004, which was $4.28
          per share.

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(B)  The selling parties will also receive Euroweb  International  shares during
     the  acquisition  of  Elender  Rt.  Each of them will have less than 10% of
     ownership in Euroweb International Corporation, so they are not categorized
     as  related  parties  and  those  transactions  are  shown as  third  party
     transactions.  Elender Rt has an insignificant  business  relationship with
     Pantel  Rt,  the  related   party  in  respect  to  Euroweb   International
     Corporation. Total of $3,208,141 short and long term related party loans of
     Elender has been  reclassified  as $1,606,138  short term and $536,773 long
     term third party loan,  while  $1,065,230 is owed to Euroweb  International
     Corporation (transferable shareholder loan).

(C)  Restated financial  statements include the combined financial statements of
     Euroweb  International  Corporation  and Euroweb  Hungary Rt  purchased  in
     February 2004. According to SFAS No. 141, Business Combinations,  transfers
     of net assets or exchanges of shares between  entities under common control
     are required to be accounted  for by the  receiving  entity at carryover or
     the predecessor  basis of the  transferring  entity,  so Euroweb Hungary is
     included in the books as if Euroweb Hungary had always been consolidated.

(D)  The historical  financial position and results of operations of Elender Rt.
     have  been  derived  from   Elender's   historical   financial   statements
     (denoninated  in  Hungarian  Forint)  and  translated,  for the  purpose of
     preparing  pro forma  financial  information,  into U.S.  dollars using the
     following exchange rates:

     Consolidated  pro forma balance sheet as of March 31, 2004 - 203.65 HUF/US$
     (current exchange rate)

     Consolidated pro forma statements of operations for the year ended December
     31, 2003 - 223.66 HUF/US$ (average exchange rate)

     Consolidated pro forma statements of operations for the quarter ended March
     31, 2004 - 208.49 HUF/US$ (average exchange rate)

(E)  No  adjustments  were made to reflect  the  income tax effect of  increased
     amortization  of intangibles  since Euroweb  International  Corporation has
     significant  net operating  loss  carryforwards  and,  therefore,  does not
     expect to have taxable income in the foreseeable future.


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SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange  Act 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                            EUROWEB INTERNATIONAL CORPORATION
                                            (Registrant)

                                            By:  /s/ CSABA TORO
                                                 ---------------------
                                            Name:  Csaba Toro
                                            Title: Chief Executive Officer


Date:       July 23, 2004
            Budapest, Hungary



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