UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT NO. 3 TO

FORM 10-QSB/A



MARK ONE



|X|      QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE

ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2005



|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE

ACT OF 1934



COMMISSION FILE NUMBER000-25843



ELECTRONIC GAME CARD, INC.

(Exact name of small business issuer as specified in its charter)





Nevada                                      87-0570975

(State or other jurisdiction of             (I.R.S. Employer Identification No.)

Incorporation or organization)



19th Floor, 712 5th Avenue, New York, NY 10019

(Address of Principal Executive Offices)



(646) 723-8946

(Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section

13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter

period that the registrant was required to file such reports),  and (2) has been

subject to such filing requirements for the past 90 days. Yes [X] No [ ]



Indicate by check mark whether the  registrant is a shell company (as defined in

Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]



Traditional small business disclosure format    Yes [ ]    No [X]



State the number of shares outstanding of each of the issuer's classes of common

equity, as of the latest practical date: June 2, 2005 - 25,580,224





<PAGE>





PART I





ITEM 1.  FINANCIAL STATEMENTS



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS





March 31,        December 31,

2005              2004

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

(Unaudited)

ASSETS:



CURRENT ASSETS:





Cash & Cash Equivalents ...............      $ 7,937,231       $ 1,082,558

Accounts Receivable ...................          154,500            80,250

Deposit on Inventory ..................           72,852           141,800

Value Added Tax Receivable ............           35,162            46,235

Related Party Receivable ..............          118,430            61,560

Note Receivable .......................            1,425           143,468

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

Total Current Assets .............        8,319,600         1,555,871



PROPERTY AND EQUIPMENT:

Plant and Machinery Equipment .........            7,185             7,185

Office Equipment ......................           62,806            58,987

Furniture & Fixtures ..................              366               366

Less: Accumulated Depreciation ........          (31,255)          (25,819)

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

Net Fixed Assets .................           39,102            40,719



OTHER ASSETS

Investment in Joint Venture ...........          994,063         1,000,000

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



TOTAL ASSETS ...............................      $ 9,352,765       $ 2,596,590

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





2

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Continued)







March 31,     December 31,

2005            2004

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

(Unaudited)

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)



CURRENT LIABILITIES:

Accounts Payable ..........................   $    403,669    $    620,736

Related Party Payable .....................         97,500            --

Accrued Payroll Liabilities ...............           --            41,087

Unearned Revenue ..........................           --            62,370

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

Total Current Liabilities ............        501,169         724,193



NON-CURRENT LIABILITIES:

Convertible Note Payable, net .............      7,774,095            --

Interest Payable ..........................          9,686            --

Total Non-Current Liabilities ........      7,783,781            --

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

TOTAL LIABILITIES .........................      8,284,950         724,193



STOCKHOLDERS' EQUITY

Common Stock, Par Value $.001,

Authorized 100,000,000 shares

Issued 25,071,862 and 24,936,928

shares at March 31, 2005 and

December 31, 2004 .........................         25,072          24,937

Paid-In Capital ................................     12,323,304      12,207,471

Stock Subscription Receivable ..................           --          (139,189)

Currency Translation Adjustment ................       (646,576)       (513,178)

Retained Deficit ...............................       (157,495)       (157,495)

Deficit Accumulated During the

Development Stage .........................    (10,476,490)     (9,550,149)

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



TOTAL STOCKHOLDERS'S EQUITY ...............      1,067,815       1,872,397



TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY ....   $  9,352,765    $  2,596,590

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





The accompanying notes are an integral part of these financial statements.





3

<PAGE>





<TABLE>

ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



<CAPTION>

Cumulative

Since

April 6, 2000

For the Three Months Ended     Inception of

March 31,             Development

2005            2004           Stage

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

<S>                                                <C>             <C>             <C>

Revenue: .......................................   $    136,635    $     80,250    $    225,202

Cost of Good Sold ..............................        114,060            --           181,215

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

Gross Profit (Loss) ............................         22,575          80,250          43,987

Expenses:

Selling and Marketing Expense ..................         53,436         180,361       1,177,480

General & Administrative .......................        611,200          80,805       1,846,569

Consulting Expenses ............................         92,682         349,780       2,053,651

Salaries and Wages .............................        214,142         166,722       1,370,470

Compensation from issuance of Options/Warrants .           --              --         4,099,852

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

Total Operating Expenses ..................        971,460         777,668      10,548,022



Loss from Operations ......................       (948,885)       (697,418)    (10,504,035)

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



Other Income (Expense)

Currency Translation ...........................        106,905            --           106,905

Interest, Net ..................................        (84,361)            479         (76,594)

Settlement of Litigation .......................           --              --            42,154

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

Net Loss from Continuing Operations before Taxes       (926,341)       (696,939)    (10,431,570)



Income Taxes ...................................           --              --              (455)



Net Loss from Continuing Operations .......       (926,341)       (696,939)    (10,432,025)

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



Discontinued Operations:

Net Loss from discontinued operations

net of tax effects of $0 ...............           --            (4,309)         (8,138)

Loss on disposal of discontinued operations

net of tax effects of $0 ...............           --              --           (36,327)



Total Loss from Discontinued Operations ...           --            (4,309)        (44,465)

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



Net Loss ..................................   $   (926,341)   $   (701,248)   $(10,476,490)

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



Basic & Diluted Loss Per Share:

Continuing Operations .....................   $      (0.04)                   $      (0.04)

Discontinued Operations ...................           --                              --

$      (0.04)                   $      (0.04)

Weighted Average Shares ........................     24,955,613                      16,838,712

</TABLE>





The accompanying notes are an integral part of these financial statements.





4

<PAGE>





<TABLE>

ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



<CAPTION>

Cumulative

Since

April 6, 2000

For the Three Months Ended     Inception of

March 31,             Development

2005            2004           Stage

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

<S>                                                  <C>             <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss .........................................   $   (926,341)   $   (701,248)   $(10,476,490)

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



Adjustments to Reconcile Net Loss to Net

Cash Used in Operating Activities:

Depreciation .....................................          5,806          12,192          31,624

Stock Issued for Expenses ........................           --              --           114,959

Compensation for Options/Warrants ................           --              --         3,951,863

Cashless exercise of Warrants ....................           --              --           147,989

Foreign Currency Translation .....................           --          (115,457)       (513,178)

Net Loss from Discontinues Operations ............           --             4,309           8,138

Loss on Disposal of Operations ...................           --              --            36,327

Amortization of Interest Expense .................         74,924            --            74,924

Change in Operating Assets and Liabilities:

(Increase) Decrease in Accounts Receivable .......        (75,388)        (80,250)       (155,638)

(Increase) Decrease in Deposit on Inventory ......         66,937            --           (74,863)

(Increase) Decrease in Prepaid Expenses ..........           --              (186)           --

(Increase) Decrease in Value Added Tax Receivable          10,417         (12,273)        (35,818)

Increase (Decrease) in Accounts Payable ..........       (208,263)       (126,626)        342,881

Increase (Decrease) in Accrued Payroll Liabilities        (40,504)         42,375             583

Increase (Decrease) in Unearned Revenue ..........        (61,486)           --               884

Increase (Decrease) in Interest Payable ..........          9,686            --             9,686

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

Net Cash Used in continuing activities .........     (1,144,212)       (977,164)     (6,536,129)

Net Cash Used in discontinued activities .......           --              --            (1,250)

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

Net Cash Used in operating activities ..........     (1,144,212)       (977,164)     (6,537,379)

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



CASH FLOWS FROM INVESTING ACTIVITIES:

Cash Acquired in Merger ..........................           --              --             3,834

Purchase of Plant and Machinery Equipment ........           --              --            (7,185)

Purchase of Office Equipment .....................         (4,656)        (35,889)        (63,643)

Purchase of Furniture & Fixture ..................           --              --              (366)

Investment in Joint Venture ......................          8,245            --          (991,755)

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

Net cash provided by investing activities ......          3,589         (35,889)     (1,059,115)

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

</TABLE>





5

<PAGE>





<TABLE>

ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

(Unaudited)



<CAPTION>

Cumulative

since

April 6,

2000

For the Three Months Ended     Inception of

March 31,             Development

2005            2004           Stage

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

<S>                                                 <C>             <C>             <C>

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Sale of Common Stock ..............        115,771       6,110,266       7,980,110

Amount Loaned on Related Party Receivable .......        (57,744)           --          (119,304)

Amount Loaned on Note Receivable ................           --           (16,316)       (143,468)

Payment on Notes Receivables ....................        140,009            --           140,009

Proceeds from Related Party Payable .............         97,500            --            97,500

Payment on Long-Term Note Payable ...............           --        (1,030,086)       (969,407)

Proceeds from Long-Term Note Payable ............           --            12,482         848,174

Proceeds from Convertible Note Payable ..........      7,699,219            --         7,699,219

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

Net Cash Provided by Financing Activities .....      7,994,755       5,076,346      15,532,833

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



Net (Decrease) Increase in Cash .................   $  6,854,132    $  4,063,293    $  7,936,339

Foreign Exchange Effect on Cash .................            541             100          (2,697)

Cash at Beginning of Period .....................      1,082,558           6,732            --

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

Cash at End of Period ...........................   $  7,937,231    $  4,070,125    $  7,933,642

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



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:

Interest ......................................   $       --      $       --      $      1,470

Income taxes ..................................   $       --      $       --      $        455

</TABLE>



SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:



On May 5, 2003, the Company acquired in a reverse acquisition of Electronic Game

Card Marketing $1,735 in cash,  accounts payable of $69,646 and a long-term note

payable of $121,233,  in exchange for all of the  Company's  outstanding  common

stock.



On December 5, 2003, the Company acquired in a reverse acquisition of Scientific

Energy, Inc. $2,099 in cash,  technology valued at $50,000,  accounts payable of

$5,595 and a note payable to a shareholder of $1,095.



During  2004,  the  Company  issued  114,800  shares  of stock in  exchange  for

services.



During  2004,  the Company  issued  75,892  shares of stock in exchange  for the

cashless  exercise of warrants.  In connection  with this cashless  exercise the

Company recorded compensation in the amount of $147,913.



During 2004,  the Company  issued  options and warrants  with an exercise  price

below fair market value as a result the Company has recorded Compensation in the

amount of $3,951,863.



The accompanying notes are an integral part of these financial statements.





6

<PAGE>





<TABLE>

ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD APRIL 6, 2000 (INCEPTION) MARCH 31, 2005



<CAPTION>

Share

Common Stock          Paid-In      Subscription    Currency

Shares      Par Value     Capital       Receivable    Translation

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

<S>                                        <C>          <C>          <C>            <C>            <C>

August 2, 2002, Shares Issued for

Services ..............................   12,696,595   $   12,697   $       --     $       --     $     --



Currency Translation ...................         --           --             --             --        (25,927)

Net Loss ...............................         --           --             --             --           --

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

Total Comprehensive Income .............         --           --             --             --        (25,927)

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



Balance December 31, 2002 ..............   12,696,595       12,697           --             --        (25,927)



December 5, 2003, Shares Issued in

connection with Reverse Acquisition of

Scientific Energy, Inc. ..............    1,126,467        1,126           --             --           --



Currency Translation ...................         --           --             --             --        (92,514)

Net Loss ...............................         --           --             --             --           --

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

Total Comprehensive Income .............         --           --             --             --        (92,514)

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



Balance December 31, 2003 ..............   13,823,062       13,823           --             --       (118,441)



<CAPTION>

Deficit

Accumulated

Since

April 6, 2000      Total

Inception of    Stockholders'

Retained     Development       Equity

Deficit         Stage        (Deficit)

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

<S>                                        <C>            <C>            <C>

August 2, 2002, Shares Issued for

Services ..............................   $   (12,539)   $      --      $       158



Currency Translation ...................          --             --          (25,927)

Net Loss ...............................          --         (391,403)      (391,403)

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

Total Comprehensive Income (loss) ......          --         (391,403)      (417,330)

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



Balance December 31, 2002 ..............       (12,539)      (391,403)      (417,172)



December 5, 2003, Shares Issued in

connection with Reverse Acquisition of

Scientific Energy, Inc. ..............      (144,956)          --         (143,830)



Currency Translation ...................          --             --          (92,514)

Net Loss ...............................          --         (542,000)      (542,000)

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

Total Comprehensive Income (loss) ......          --         (542,000)      (634,514)

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



Balance December 31, 2003 ..............      (157,495)      (933,403)    (1,195,516)

</TABLE>





7

<PAGE>





<TABLE>

ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD APRIL 6, 2000 (INCEPTION) TO MARCH 31, 2005 (Continued)



<CAPTION>

Stock

Common Stock              Paid-In      Subscription     Currency

Shares        Par Value        Capital       Receivable     Translation

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

<S>                                   <C>          <C>             <C>             <C>             <C>

Balance December 31, 2003             13,823,062   $     13,823    $         --    $         --    $   (118,441)



Stock issued in exchange for cash      6,853,750          6,854       6,846,896              --              --

Cost of private placement                    --             --        (743,483)             --               --

Stock issued in exchange for cash      2,171,594          2,172       1,083,625              --              --

Stock issued for Fundraising           1,174,000          1,174          (1,174)             --              --

Compensation for Options/Warrants             --             --       3,951,863              --              --

Warrants exercised for cash              343,666            344         343,322              --              --

Warrants exercised for stock              75,892             76         147,913              --              --

Options exercised for cash               100,000            100          99,900              --              --

Stock sold for cash                       50,000             50          24,950              --              --

Stock sold for cash                      215,250            215         338,974        (139,189)             --

Stock issued for services                114,800            115         114,685              --              --

Stock sold for cash                       14,914             14              --              --              --

Currency Translation                          --             --              --              --        (394,737)

Net Loss                                      --             --              --              --              --

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

Total Comprehensive Income (loss)             --             --              --              --        (394,737)

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



Balance December 31, 2004             24,936,928   $     24,937    $ 12,207,471    $   (139,189)   $   (513,178)

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



Currency translation                       --              --              --               --          106,905



Net Loss



Balance March 31, 2005              24,936,928           24,937     12,207,471         (139,189)      (406,273)

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



<CAPTION>

Deficit

Accumulated

Since

April 6, 2000       Total

Inception of    Stockholders'

Retained      Development       Equity

Deficit          Stage         (Deficit)

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

<S>                                 <C>             <C>             <C>

Balance December 31, 2003           $   (157,495)   $   (933,403)   $ (1,195,516)



Stock issued in exchange for cash             --              --       6,853,750

Cost of private placement                     --        (743,483)

Stock issued in exchange for cash             --              --       1,085,797

Stock issued for Fundraising                  --              --              --

Compensation for Options/Warrants             --              --       3,951,863

Warrants exercised for cash                   --              --         343,666

Warrants exercised for stock                  --              --         147,989

Options exercised for cash                    --              --         100,000

Stock sold for cash                           --              --          25,000

Stock sold for cash                           --              --         200,000

Stock issued for services                     --              --         114,800

Stock sold for cash                           --              --              14

Currency Translation                          --              --        (394,737)

Net Loss                                      --      (8,616,746)     (8,616,746)

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

Total Comprehensive Income (loss)             --      (8,616,746)     (9,011,483)

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



Balance December 31, 2004           $   (157,495)   $ (9,550,149)   $  1,872,397

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



Currency Translation                       --              --           106,905



Net Loss                                   --        (819,436)         (819,436)



Balance March 31, 2005              $  (157,495)    (10,369,298)       1,169,866

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

</TABLE>





The accompanying notes are an integral part of these financial statements.





8

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This summary of accounting  policies for  Electronic  Game,  Inc.(a  development

stage company) is presented to assist in understanding  the Company's  financial

statements.  The accounting  policies conform to generally  accepted  accounting

principles  and  have  been  consistently  applied  in  the  preparation  of the

financial statements.



INTERIM REPORTING



The unaudited financial  statements as of March 31, 2004 and for the three month

period then ended reflect, in the opinion of management,  all adjustments (which

include  only  normal  recurring  adjustments)  necessary  to  fairly  state the

financial  position and results of operations  for the three  months.  Operating

results for interim periods are not necessarily  indicative of the results which

can be expected for full years.



NATURE OF OPERATIONS AND GOING CONCERN



The  accompanying  financial  statements  have  been  prepared  on the  basis of

accounting  principles  applicable to a "going  concern",  which assume that the

Company  will  continue in  operation  for at least one year and will be able to

realize  its assets  and  discharge  its  liabilities  in the  normal  course of

operations.



ORGANIZATION AND BASIS OF PRESENTATION



The Company was  incorporated  under the laws of the United  Kingdom on April 6,

2000,  under the name of  Electronic  Game Card,  Ltd.  Until 2002,  the Company

remained dormant and had no operations. On May 5, 2003, the Company entered into

an agreement  whereby it acquired  100% of the  outstanding  stock of Electronic

Game Card Marketing, a Delaware Company.



On December 5, 2003, the Company  acquired 100% of the outstanding  stock of the

Electronic Game Card, Inc.  (Nevada) in a reverse  acquisition.  At this time, a

new  reporting  entity was  created  and the name of the  Company was changed to

Electronic Game Card, Inc.



As of March 31, 2005, the Company is in the development  stage and has not begun

planned principal operations.



PRINCIPALS OF CONSOLIDATION



The  consolidated  financial  statements  include the accounts of the  following

companies:



o        Electronic Game Card, Inc. ( Nevada Corporation)

o        Electronic Game Card, Ltd. (United Kingdom Corporation)

o        Electronic Game Card Marketing (A Delaware Corporation)



The results of subsidiaries acquired during the year are consolidated from their

effective  dates of  acquisition.  All  significant  intercompany  accounts  and

transactions have been eliminated.



NATURE OF BUSINESS



The Company plans to engage in the development, marketing, sale and distribution

of recreational electronic software which primarily targeted towards lottery and

sales promotion markets through its Great Britain subsidiary.





9

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)



CONCENTRATION OF CREDIT RISK



The Company has no significant  off-balance-sheet  concentrations of credit risk

such as foreign exchange  contracts,  options contracts or other foreign hedging

arrangements.



CASH AND CASH EQUIVALENTS



For purposes of the  statement of cash flows,  the Company  considers all highly

liquid debt instruments  purchased with a maturity of three months or less to be

cash  equivalents  to the  extent  the funds are not being  held for  investment

purposes.



DEPRECIATION



Fixed assets are stated at cost.  Depreciation  is calculated on a straight-line

basis over the estimated useful lives of the assets as follows:



Asset                            Rate

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

Plant and Machinery Equipment   3 years

Office Equipment                3 years



Maintenance and repairs are charged to operations;  betterments are capitalized.

The  cost  of  property  sold  or  otherwise  disposed  of and  the  accumulated

depreciation  thereon are eliminated  from the property and related  accumulated

depreciation  accounts, and any resulting gain or loss is credited or charged to

income.



Depreciation  Expense for the three  months  ending March 31, 2005 and 2004 were

$5,806 and $12,192.



ADVERTISING COSTS



Advertising costs are expensed as incurred. For the three months ended March 31,

2005 and 2004, advertising costs were $53,436 and $180,361, respectively.



REVENUE RECOGNITION



Revenue  is  recognized  from  sales  of  product  at the  time of  shipment  to

customers.



FOREIGN CURRENCY TRANSLATION



The  Company's  functional  currency  is the  British  Pound  and the  reporting

currency is the U.S. Dollar. All elements of financial statements are translated

using a current exchange rate. For assets and liabilities,  the exchange rate at

the balance sheet date is used.  Stockholders'  Equity is  translated  using the

historical rate. For revenues,  expenses,  gains and losses the weighted average

exchange rate for the period is used.  Translation gains and losses are included

as a separate component of stockholders'  equity. Gain and losses resulting from

foreign currency transactions are included in net income.



PERVASIVENESS OF ESTIMATES



The preparation of financial  statements in conformity  with generally  accepted

accounting principles required management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and





10

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)



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.



LOSS PER SHARE



Basic  loss  per  share  has been  computed  by  dividing  the loss for the year

applicable to the common  stockholders by the weighted  average number of common

shares  outstanding  during the years.  As of March 31,  2005,  the  Company had

13,101,143  option and warrants  outstanding to purchase up to 13,101,143 shares

of common stock.  However,  the effect of the Company's common stock equivalents

would be anti-dilutive for March 31, 2005 and 2004 and are thus not considered.



INCOME TAXES



The Company  accounts  for income  taxes under the  provisions  of SFAS No. 109,

"Accounting  for Income  Taxes." SFAS No.109  requires  recognition  of deferred

income  tax  assets  and   liabilities   for  the  expected  future  income  tax

consequences,  based on enacted tax laws, of temporary  differences  between the

financial reporting and tax bases of assets and liabilities.



STOCK COMPENSATION FOR NON-EMPLOYEES



The Company  accounts  for the fair value of its stock  compensation  grants for

non-employees  in  accordance  with FASB  Statement  123. The fair value of each

grant is equal to the market price of the  Company's  stock on the date of grant

if an  active  market  exists  or  at a  value  determined  in  an  arms  length

negotiation between the Company and the non-employee.



NOTE 2 - INCOME TAXES



The Company is subject to income taxes in the United  States of America,  United

Kingdom,  and the state of New York. As of December 31, 2004,  the Company had a

net  operating  loss   carryforward   for  income  tax  reporting   purposes  of

approximately  $6,308,687  in the  United  States and  $3,503,438  in the United

Kingdom that may be offset against  future taxable income through 2023.  Current

tax laws limit the amount of loss  available to be offset against future taxable

income when a  substantial  change in ownership  occurs.  Therefore,  the amount

available to offset  future  taxable  income may be limited.  No tax benefit has

been reported in the financial statements, because the Company believes there is

a 50% or greater chance the carry-forwards will expire unused. Accordingly,  the

potential  tax  benefits  of the loss  carry-forwards  are offset by a valuation

allowance of the same amount.



For the years  ending  December  31, 2004 and 2003 income tax expense was $0 and

$455.



NOTE 3 - DEVELOPMENT STAGE COMPANY



The  Company  has  not  begun  principal  operations  and  as is  common  with a

development  stage  company,  the Company has had  recurring  losses  during its

development  stage.  The  Company's  financial  statements  are  prepared  using

generally  accepted  accounting  principles  applicable to a going concern which

contemplates  the  realization  of assets and  liquidation of liabilities in the

normal course of business.  However,  as of March 31, 2005,  the Company did not

have significant  cash or other material assets,  nor did it have an established

source of revenues  sufficient to cover its  operating  costs and to allow it to

continue as a going concern.





11

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)





NOTE 4 - NOTES RECEIVABLE



As of March 31, 2005 and December 31, 2004,  the following  amounts were owed to

the Company: Interest rate is the 1 month libor rate of 1.544



March 31,  December 31,

2005       2004

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



$  1,425   $143,468

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



Total Note Receivable                     $  1,425   $143,468

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



NOTE 5 - RELATED PARTY TRANSACTIONS



During the three  months  ended March 31, 2005 and the year ended  December  31,

2004, the Company has certain  related party  receivables  due on demand and are

non-interest  bearing.  In previous years,  the Company and its subsidiaries had

borrowed  from the same  companies  in excess of $1  million  with  little or no

interest.  As of March 31, 2005 and December 31, 2004,  $118,430 and $61,560, is

still owed to the Company.



During the three  months  ended March 31, 2005 and the year ended  December  31,

2004,  the Company  has certain  related  party  payables  due on demand and are

non-interest  bearing.  In previous years,  the Company and its subsidiaries had

borrowed  from the same  companies  in excess of $1  million  with  little or no

interest.  As of March 31, 2005 and December 31, 2004,  $97,500 and $0, is still

owed by the Company.



NOTE 6- COMMON STOCK TRANSACTIONS



On August 2, 2002,  the Company  issued 99 shares at 1.00  British  Pound or the

equivalent of $1.60,  these shares were later forward split to 12,696,595 shares

in connection with the  acquisition of Scientific  Energy and it was recorded by

$12,539  credit to common stock of and a debit to retained  earnings of $12,539.

All references to stock reflect the stock split.



On December 5, 2003, an additional  1,126,467 shares were issued to the previous

owners of Scientific  Energy,  Inc. and for the  conversion of a note payable of

$31,344.



NOTE 6- COMMON STOCK TRANSACTIONS



On February 20, 2004, the Company issued  6,853,750  common shares and 3,426,875

warrants for $1.00 per share.



On October 12, 2004 the  Company  entered  into a  subscription  agreement  with

Scientific  Games  internantional,  Inc.  to  purchased  Two Million One Hundred

Seventy-One Thousand Five Hundred Ninety-Four (2,171,594) shares of newly-issued

common  stock,  par value  $0.001  per  share of the  Company  for an  aggregate

purchase price of $1,085,797.50.



During 2004 the Company  issued  419,558 shares of common stock from warrants in

exchange for $343,666 in cash.



During 2004 the Company issued 380,164 shares of common stock from the execution

of options in exchange for $463,974 in cash.





12

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 6 - COMMON STOCK TRANSACTIONS (Continued)



During  2004 the Company  issued  1,174,000  shares of common  stock for private

placement fundraising services.



During 2004 the Company  issued  114,880  shares of common stock in exchange for

services.



During 2005 the Company  issued  134,934 shares of common stock from warrants in

exchange for $115,833 in cash.



NOTE 7 - STOCK OPTIONS /WARRANTS



The Company  has  adopted a stock  compensation  plan  entitled  the 2002 Equity

Compensation  Plan.  Pursuant to this 2002 Equity  Compensation  Plan, grants of

shares can be made to(i) designated  employees of Electronic Game Card Inc. (the

"Company") and its subsidiaries including Electronic Game Card Ltd, (ii) certain

advisors  who perform  services  for the Company or its  subsidiaries  and (iii)

non-employee members of the Board of Directors of the Company (the "Board") with

the  opportunity  to receive  grants of incentive  stock  options,  nonqualified

options,  share  appreciation  rights,  restricted shares,  dividend  equivalent

rights and cash awards.  The Company  believes that the Plan will  encourage the

participants  to  contribute  materially  to the growth of the Company,  thereby

benefiting the Company's shareholders,  and will align the economic interests of

the participants with those of the shareholders.



The 2002 Equity  Compensation Plan provides for options  equivalent up to 10% of

the issued share  capital of the company to be offered.  The  original  exercise

price of the options  was equal to one half the price at which the Common  Stock

is issued at the first public offering,  however,  subsequent to the adoption of

the 2002 Equity  Compensation  Plan the board determined that the exercise price

would be issued  from a range of $0.50 to $2.00 per  option.  Those  eligible to

participate  in this plan are entitled to vest 25% of the stock  offered in this

option  for each six months of  service  with the  Company.  After  vesting  the

exercise of these  options must be done within ten years of the option date.  As

of December 31, 2004,  1,190,000 of a total  possible of 1,200,000  options have

been  distributed.  No further stock option plans have been  instituted.  During

2004 the Company  recorded  $110,700 in compensation  expense in connection with

options granted pursuant to this plan.



In connection with a private  placement on February 20, 2004, the Company issued

3,426,875 warrants.  Each warrant is exercisable for a period of five years at a

price of $1.00 for one share of common stock.  The warrants  were  determined to

have no value at the time of their issuance.



In addition,  on February 20, 2004,  the Company issued  additional  warrants as

consideration for assistance in placing the common stock pursuant to the private

placement.  The warrants  were issued as follows:  1) Warrants to purchase up to

353,750  shares of common  stock at an  exercise  price of $1.00 per share  were

granted to  Middlebury  Capital  LLC.  These were  granted as  compensation  for

placement  agents  for the  private  placement.  These are  exercisable  through

February 20, 2009.  2) Warrants to purchase up to 32,000  shares of common stock

at an exercise  price of $1.00 per share were  granted to  National  Securities,

Inc.  These were granted as  compensation  for  placement  agents for the common

stock. These are exercisable  through February 20, 2009. 3) Warrants to purchase

up to 200,000  shares of common  stock at an  exercise  price of $1.00 per share

were granted to First  Securities  USA, Inc. These were granted as  compensation

for  placement  agents  for the  common  stock.  These are  exercisable  through

February 20, 2009.  4) Warrants to purchase up to 86,250  shares of common stock

at an exercise price of $1.00 per share were granted to IQ Ventures.  These were

granted as  compensation  for placement  agents for the common stock.  These are

exercisable through February 20, 2009.



The  company  has agreed  that  warrant  holders  could  elect to convert  their

warrants by a cashless  exercise.  This provision  permits the warrant holder to

cancel one half of the warrants at the then  current  share price to receive the

balance of the warrants in Common Stock without payment to the company.  In 2004

the Company has





13

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 7 - STOCK OPTIONS /WARRANTS (Continued)



recorded $3,961,072 in compensation  expense in connection with the granting and

cashless provision of the warrants detailed above.



NOTE 8 - DISCONTINUED OPERATIONS



On December 5, 2003,  the Company  entered  into an  agreement  with  Scientific

Energy,  Inc.  (Utah),  that upon completion,  100%  (20,000,000  shares) of the

Scientific Energy's shares would be returned,  and the Company would cease to be

a wholly owned  subsidiary of Electronic  Game Card,  Inc. On November 30, 2004,

the Company  completed the disposal of the discontinued  operations.  The assets

and liabilities of Scientific Energy, Inc. (Utah) to be disposed of consisted of

the following:



November 30,

2004

-------

Cash .........................................         $    40

Intangibles ..................................          50,000

-------

Total Assets .................................          50,040

-------



Accounts Payable .............................          11,978

Income Tax Payable ...........................             100

Shareholder Loan .............................           1,635

-------

Total Liabilities ............................          13,713

-------

Net Assets to be Disposed of .................         $36,327

=======



Operating  results of this  discontinued  operation  for the three  months ended

March 31, 2004 are shown separately in the accompanying  consolidated  statement

of  operations.  The operating  results of the  discontinued  operations for the

three months ended March 31, 2004 consist of the following:



General and Administrative Expenses ...........       $ 4,298

Interest Expense ..............................            11

-------



Net Loss ......................................       $(4,309)



NOTE 9 - SETTLEMENT OF LITIGATION INCOME



Electronic  Game Card,  Ltd.  was a party to a lawsuit  brought  in the  Central

London  County  Court by a former  consultant.  The  claim  was for  arrears  of

remuneration  totaling $49,117  (27,625UK),  remuneration for six months' notice

period of $57,341  (32,250UK) to be assessed in relation to the Senior Executive

Bonus Scheme,  interest,  costs and "further or other relief" arising from EGC's

alleged  breaches  of  a  written  agreement.   In  conjunction,   EGC  filed  a

counterclaim which seeks damages in excess of $26,670 but limited to $88,900 and

interest. The claims were settled on the basis of a Consent Order dated November

13, 2004.



As a result of the Consent Order the Company  provided  payment in the amount of

$51,734  (27,000UK).  In the accompanying  Consolidated  Statement of Operations

income  from  settlement  of  litigation  has been  recognized  in the amount of

$42,154,  which is the  accurals  that  were  previously  booked  less the final

judgement.





14

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 10 - COMMITMENTS



On September 1, 2004, the Company  entered into a lease agreement with a related

party for office  space in London on a one year lease  agreement.  The terms for

the  agreement  required a monthly rent of $5,748  (3,000UK).  The total minimum

lease payments for the year ended December 31, 2005 is $45,984.



NOTE 11 - JOINT VENTURE



On October 12, 2004,  the Company  entered into a joint venture  agreement  with

Scientific Games  International,  Inc.  ("SciGames:),  to exclusively market and

promote the  Company's  Electronic  Game Card product  worldwide to national and

state lotteries. SciGames purchased Two Million One Hundred Seventy-One Thousand

Five Hundred  Ninety-Four  (2,171,594) shares of newly-issued  common stock, par

value  $0.001  per  share of the  Company  for an  aggregate  purchase  price of

$1,085,797.50  pursuant to a subscription  agreement  dated October 12, 2004. At

the closing,  the Company  contributed One Million  Dollars  ($1,000,000) to the

joint  venture.  The closing was  completed  on November 12, 2004 when the funds

cleared into the joint venture's account.  As of March 31, 2005 and December 31,

2004,   the  investment  in  the  joint  venture  was  $994,063  and  $1,000,000

respectively.



NOTE 12 - CONVERTIBLE PROMISSORY NOTE



On March 24, 2005, the Registrant sold $8,418,000  Convertible  Promissory Notes

to  accredited  investors  in a private  placement of  securities.  This note is

payable upon written demand which may be made on or after March 31, 2007, unless

this note has been  converted  into shares of the Company's  "Series A Preferred

Stock" or "Common Stock". The Interest rate of this note is 6%.



In connection with the  convertible  debt issuance on March 24, 2005 the company

incurred charges in the amount of $718,800. These costs are being amortized over

the two year life on the note and as of March 31, 2005 amortization  amount that

has been booked to interest expense is $74,875.



Each  $48,000   principal   amount  of  a  Convertible   Promissory   Note  will

automatically   convert  into  32,000  shares  of  the  Registrant's   Series  A

Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred

Stock"),  upon the effectiveness of actions by the Registrant's  shareholders to

authorize  the Series A  Preferred  Stock.  Each share of the Series A Preferred

Stock is initially  convertible  into one (1) share of the  Registrant's  common

stock,  par value $0.001 per share (the  "Common  Stock"),  which  equates to an

initial  conversion  price of $1.50 per share of Common Stock.  The  Convertible

Promissory Notes may be converted, at the purchaser's discretion,  directly into

Common Stock on an as-converted-into-Series-A-Preferred-Stock  basis, whether or

not the Series A Preferred  Stock is authorized and issued,  and are immediately

convertible for such purpose. Consequently,  each Convertible Promissory Note is

convertible ultimately into an aggregate of 32,000 shares of Common Stock. Also,

the Registrant  issued one (1) warrant (a "Warrant") to acquire one (1) share of

Series A Preferred  Stock for every two shares of Series A Preferred  into which

the Convertible Promissory Notes are initially  convertible.  The Warrants shall

be  exercisable  to  acquire  shares  of  Series  A  Preferred  Stock  upon  the

effectiveness  of actions by the  Registrant's  shareholders  to  authorize  the

Series A Preferred Stock.  The Warrants shall be exercisable  initially at $1.85

per share of Series A  Preferred  Stock,  subject  to  adjustment,  and shall be

exercisable for a period of 5 years.  In addition,  at the option of the holder,

each Warrant is also  immediately  exercisable  directly to acquire,  instead of

shares   of  Series  A   Preferred   Stock,   shares  of  Common   Stock  on  an

as-converted-from-Series-A-Preferred-Stock  basis,  whether  or not the Series A

Preferred Stock is ever authorized or issued.  Unexercised Warrants shall expire

earlier upon notice by the Company to the holders of the Warrants  following any

consecutive  30-day  trading  period during which the Common Stock trades on its

principal  market at a price at or above  three  (3)  times the then  applicable

exercise price with average daily volume of at least 100,000 shares  (subject to

adjustment  of such  trading  volume  threshold  in the  event of stock  splits,

reverse stock splits, stock dividends, recapitalizations or similar events).





15

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 13 - SUBSEQUENT EVENTS



On April 6, 2005, the Registrant sold $248,000  Convertible  Promissory Notes to

accredited  investors  in  a  private  placement  of  securities.  Each  $48,000

principal  amount of a Convertible  Promissory Note will  automatically  convert

into 32,000 shares of the Registrant's Series A Convertible Preferred Stock, par

value $0.001 per share (the "Series A Preferred Stock"),  upon the effectiveness

of actions by the Registrant's  shareholders to authorize the Series A Preferred

Stock. Each share of the Series A Preferred Stock is initially  convertible into

one (1) share of the Registrant's  common stock, par value $0.001 per share (the

"Common Stock"), which equates to an initial conversion price of $1.50 per share

of Common Stock.  The  Convertible  Promissory  Notes may be  converted,  at the

purchaser's     discretion,     directly     into    Common    Stock    on    an

as-converted-into-Series-A-Preferred-Stock  basis,  whether  or not the Series A

Preferred Stock is authorized and issued,  and are  immediately  convertible for

such purpose.  Consequently,  each  Convertible  Promissory  Note is convertible

ultimately  into an  aggregate  of  32,000  shares of Common  Stock.  Also,  the

Registrant  issued one (1)  warrant (a  "Warrant")  to acquire  one (1) share of

Series A Preferred  Stock for every two shares of Series A Preferred  into which

the Convertible Promissory Notes are initially  convertible.  The Warrants shall

be  exercisable  to  acquire  shares  of  Series  A  Preferred  Stock  upon  the

effectiveness  of actions by the  Registrant's  shareholders  to  authorize  the

Series A Preferred Stock.  The Warrants shall be exercisable  initially at $1.85

per share of Series A  Preferred  Stock,  subject  to  adjustment,  and shall be

exercisable for a period of 5 years.  In addition,  at the option of the holder,

each Warrant is also  immediately  exercisable  directly to acquire,  instead of

shares   of  Series  A   Preferred   Stock,   shares  of  Common   Stock  on  an

as-converted-from-Series-A-Preferred-Stock  basis,  whether  or not the Series A

Preferred Stock is ever authorized or issued.  Unexercised Warrants shall expire

earlier upon notice by the Company to the holders of the Warrants  following any

consecutive  30-day  trading  period during which the Common Stock trades on its

principal  market at a price at or above  three  (3)  times the then  applicable

exercise price with average daily volume of at least 100,000 shares  (subject to

adjustment  of such  trading  volume  threshold  in the  event of stock  splits,

reverse stock splits, stock dividends, recapitalizations or similar events).





16

<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS



The following  information  should be read in conjunction  with the consolidated

financial statements and notes thereto appearing elsewhere in this Form 10-QSB.



GENERAL



Electronic  Game Card,  Inc., is a supplier of innovative  gaming devices to the

lottery  and  promotional  industry  worldwide.  Our  lead  product  is the  EGC

GameCard,  a revolutionary  credit card-sized pocket game combining  interactive

capability  with  "instant  win"  excitement.  We had revenues  $136,620 for the

period of this report and we incurred net losses of $622,612.



THE COMPANY



Electronic Game Card, Inc.  (referred to as "EGC", "us", "we" or "Company") is a

supplier of innovative  gaming devices to the lottery and  promotional  industry

worldwide.  Our  lead  product  is the  EGC  GameCard,  a  revolutionary  credit

card-sized  pocket game  combining  interactive  capability  with  "instant win"

excitement.  We design and supply an  innovative  "instant" win gaming device to

the lottery industry marketed under the name of Electronic  GameCard.  The shape

of a  pocket  game is  approximately  the size of a  credit  card  and  operated

electronically by touch incorporating a microchip and LCD screen showing numbers

or icons. Secondary markets with considerable potential for the Company's reward

based  games  products,  e.g.  the  "GameCard",  include  the  sales  promotions

industry,  in the  area of  prize  and  competition  products,  and  the  casino

industry.  We  design  these  devices  to play  game  types,  formats  and prize

structures as required by our  customers  and are gradually  building a range of

generic games of popularly recognized themes.



The EGC GameCard was designed by us to be rich in  functionality,  customizable,

extremely  portable,  and relatively  inexpensive.  Each EGC GameCard includes a

microprocessor,  LCD,  and long life power  source,  as well as state of the art

security  features  protecting  both  the  consumer  and the  promoter.  Our EGC

GameCard weighs in at just less than one half an ounce and is only 3mm thick. We

have two distinct markets for our GameCard  product:  the Lottery market and the

Sales Promotion market.



LOTTERY MARKET



Lottery  operators  currently make use of paper scratch cards to give players an

"instant" win or lose reward  experience.  Over the last several years,  scratch

cards have become increasingly large and complex to accommodate  consumer demand

for  multiple  plays and multiple  chances to win.  The EGC GameCard  offers the

potential to simplify the scratchcard  while giving the opportunity to raise the

unit price and increase sales.  Our product has been seen by some leaders in the

lottery  industry  as  potentially   providing  the  next  contemporary  digital

evolution of the scratch card,  offering  multiple plays and multiple chances to

win in an  entertaining  and  secure  manner  while  using  existing  methods of

distribution as with scratchcards.



To access the  lottery  market in the most  expeditious  manner,  we  originally

signed  an   exclusive   distributorship   agreement   with   Scientific   Games

International,  Inc  (NASDAQ:SGMS) in May 2003 who have long term  relationships

with the majority of national  and state  lotteries  on a worldwide  basis.  See

above in Sales and Marketing.



Following on from a successful  product  launch of the  Electronic  GameCards in

Iowa  in  October  2004  the  relationship  between  EGC  and  Scientific  Games

International  evolved into a Joint  Venture in an  agreement  signed on October

12th, 2004.  Scientific Games is the largest printer and wholesaler of "instant"

win scratch  cards to the  worldwide  lottery  market and will now provide  this

global  distribution   network  for  lottery  products  to  the  Joint  Venture.

Scientific  Games is in a unique position within this sector as they supply over

70% of the scratch  card needs to the  worldwide  lottery  market  and,  equally

important,  is intimately involved in bringing new innovative products to the US

state lotteries.





17

<PAGE>





The Joint  Venture  agreement  with  Scientific  Games  resulted  from the first

consumer launch of the EGC GameCards to the Iowa State lottery. The Iowa Lottery

Quarter Play GameCard was launched on the 4th October, 2004 and the Iowa lottery

and  Scientific   Games  publicly   stated  that  the  results   exceeded  their

expectations  of sales level and consumer  reaction.  The Iowa lottery  placed a

re-order for a further 189,000 Quarter Play GameCards for delivery in April 2005

and has  agreed  to place  orders  for  over  500,000  GameCards  in total to be

delivered during 2005.



SALES PROMOTION MARKET



The sales promotion  prize and  competition  market is one in which the promoter

(usually  a well  known  brand)  must not be seen to obtain  money for entry and

where no purchase of the brand's  goods is  necessary in order not to fall under

the laws by which  lotteries are regulated.  Brand's make use of these prize and

competitions games as a means to implement loyalty and incentive  programs.  The

market for  promotional  items is large,  newspapers,  magazines and direct mail

solicitations offer rewards,  frequently using  scratchcards,  coupons and other

forms of entry to engage  consumers in promotional  competitions.  While our EGC

GameCards   can  be  applied  to  a  broad   range  of   potential   promotional

opportunities, we have focused our efforts initially on direct mail solutions.



Each EGC  GameCard is  developed by us with direct input from our clients on the

style and  functionality of the card.  During 2004 it appeared that the dialogue

with  clients  in regard to  customizing  games to a great  degree  was too time

consuming and only  profitable in respect of large volume orders of over 250,000

GameCard units. Consequently a new strategy of storing parts of generic games so

as to be able to  deliver  smaller  quantities  more  rapidly  at  greater  cost

efficiency has been put in place as of April 2004.  During 2004 EGC  established

its Xogo  brand  name in the sales  promotion  market  place and  received  many

hundreds of  inquiries  from well known  brands,  a number of which are still in

continuing  discussion.  The wholesale  price of the GameCard is higher than the

cost of products traditionally used in Sales Promotion, such as key rings, pens,

cups and  related  promotional  items.  Also,  in order to produce a tailor made

GameCard  product for a customer take the Company  approximately  14 to 16 weeks

from order to delivery. Other traditional promotional products require less than

half that time to process  orders and deliver  product.  While  pricing may vary

between  promotional  items based upon the actual item and the quantity ordered,

we currently offer only one promotional item, namely the GameCard,  and the size

of the order does not  provide  comparable  quantity  discounts  seen with other

promotional  products.   Accordingly,  the  Company's  must  convince  potential

purchasers  that the unique  features  and results of the  GameCard  justify the

higher cost and longer lead times, thereby making purchases of the GameCard as a

promotional  item  worthwhile.  Since  the  pricing  and  delivery  times of the

GameCards have caused  potential  customers to reconsider  their purchase of our

products,  our new product strategy is designed to address this concern in 2005.

Introducing a new product into the sales and promotion marketing arena,  despite

its  demand  for  novelty  products  and  innovative   ideas,   takes  time  and

adaptability to market needs. Even so EGC feel that their substantial investment

to date in this market has been  worthwhile in establishing a presence with many

well known brands and their  agencies  and that the interest  shown in 2004 will

increase in 2005 so as to establish a foothold in this massive market place.



INDIAN GAMING MARKET



The Indian  Gaming on Native  American  Tribal  Lands  covers parts of 28 States

within the United States of America and represents a significant  portion of the

total gaming  industry.  Currently,  we do not have an agreement with any Indian

Gaming or Native  American  Tribal Lands.  However,  the Company is preparing to

launch the  GameCards to the 367 casino  operations  in Indian  Country in 2005.

This market launch applies solely to the sale of GameCard as gaming devices sold

directly  to the public in casinos  and on  reservations  owed and  operated  by

Indian tribes.



The Indian Tribes often look to Gaming Laboratories,  Inc. for certification and

classification  of gaming devices.  However,  with respect to the GameCards,  as

with instant scratch games, the GameCards do not rely on an electronic mechanism

to  produces  the result of the game and are  therefore  classified  as Class ll

products.



The  Company  has  received a legal  opinion  from the  National  Indian  Gaming

Commission  ("NIGC")  that the EGC  GameCard  is a Class II  devise  under  IGRA

(Indian Gaming Regulatory Act). The Class II designation is significant  because

it exempts the Company from becoming subject to the state license procedures and

requirements.  A copy of that June 24,  2005  opinion  letter  from the NIGC was

filed as Exhibit 99.1 to the  Company's  Form 10-KSB/A for the fiscal year ended

December 31, 2004, as amended on January ___, 2006.





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<PAGE>





ELECTRONIC GAME CARD, INC.

(A Development Stage Company)





BUSINESS STRATEGY



The Company is now  marketing the EGC GameCard to buyers and has a joint venture

with  Scientific   Games   International,   Inc.,  for  the  exclusive,   global

distribution of EGC GameCard's to the lottery  industry.  We intend to establish

additional  distribution  agreements  in the future to  supplement  the  planned

growth of our own sales and marketing resources.  A further sales opportunity is

now open to the company following approval of our product to by the NIGC.





We believe that we have the opportunity to become a leading  business  providing

an innovative  gaming,  platform  technology  servicing the sales  promotion and

lottery  markets in the next five years if we  successfully  execute  our growth

strategy.



The XOGO  multi-play  GameCard is supported by the EGC Sales Marketing and Games

Design  teams in the US and in  Europe,  who work  with  brands or  agencies  to

customize the many XOGO GameCard  applications to each brand's individual goals.

The teams advise on the most appropriate  means of promotion from the XOGO games

portfolio.



In addition to our current and planned sales team,  we are also working  closely

with  strategic  partners to distribute  our products.  We typically  enter into

exclusive  contracts  with our  strategic  partners  for a  specific  market and

geography.



RESULTS OF OPERATIONS



The company  recorded  revenues of $136,620  which initial  orders from the Iowa

State lottery. Sales and Marketing costs were $292,048 compared with $180,361 in

the comparable  period for 2004 the increase was due to additional  activity and

resources  employed  in  developing  a  market  for the  Gamecard.  General  and

Administration  $84,636 compared with $247,527 this expense was reduced compared

with the  comparable  period  which  included  non  recurring  start  up  costs.

Consultancy  costs were $268,373  compared with $349,780.  Slightly lower use of

consultants  in  the  period  but  consultants  will  continue  to  be  used  in

development  of markets  and  product.  Operating  loss was  reduced to $622,612

compared with $697,418 for the comparable  period in 2004.  Operating losses are

expected to reduce as revenues from lottery and other sales increase.

Revenues are expected to increase as we have now received repeat orders from our

first State lottery customer and we do not anticipate  significant  increases in

operating costs relative to sales.



FINANCIAL RESOURCES



On April 5, 2005 the  company  sold  $8,666,000  gross,  $7,911,200  net, of its

convertible promissory notes (the "Convertible  Promissory Notes") to accredited

investors in a private placement of securities (the "Private  Placement").  Each

$48,000  principal  amount of a Convertible  Promissory Note will  automatically

convert into 32,000 shares of the  Registrant's  Series A Convertible  Preferred

Stock, par value $0.001 per share (the "Series A Preferred  Stock").  Each share

of the Series A Preferred Stock is initially  convertible  into one (1) share of

the Registrant's  common stock, par value $0.001 per share (the "Common Stock"),

which equates to an initial conversion price of $1.50 per share of Common Stock.

Also,  the Company issued one (1) warrant (a "Warrant") to acquire one (1) share

of Series A  Preferred  Stock for every two  shares of Series A  Preferred  into

which the Convertible Promissory Notes are initially  convertible.  The Warrants

shall be  exercisable  to acquire  shares of Series A  Preferred  Stock upon the

effectiveness  of actions by the  Registrant's  shareholders  to  authorize  the

Series A Preferred Stock.  The Warrants shall be exercisable  initially at $1.85

per share of Series A  Preferred  Stock,  subject  to  adjustment,  and shall be

exercisable for a period of 5 years.





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<PAGE>





ITEM 3. CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



We maintain  disclosure controls and procedures that are designed to ensure that

information required to be disclosed by us in the reports that we file or submit

to the Securities and Exchange  Commission under the Securities  Exchange Act of

1934, as amended,  is recorded,  processed,  summarized and reported  within the

time periods specified by the Commission's rules and forms, and that information

is accumulated and communicated to our management, including our Chief Executive

Officer (or Acting Chief  Executive  Officer,  as the case may be) and our Chief

Financial Officer,  as appropriate to allow timely decisions  regarding required

disclosure.  The  effectiveness  of our  disclosure  controls and  procedures is

subject to certain limitations, including the exercise of judgment in designing,

implementing and evaluating the controls and procedures, the assumptions used in

identifying  the  likelihood  of future  events,  and the inability to eliminate

errors or misconduct completely. As a result, there can be no assurance that our

disclosure  controls and  procedures  will detect all errors or fraud.  By their

nature,  any system of internal control,  including our system, can provide only

reasonable assurance regarding management's control objectives.



Under the supervision and with the  participation of our Chief Executive Officer

(or Acting Chief Executive Officer,  as the case may be) and our Chief Financial

Officer,  we  evaluated  the  effectiveness  of the design and  operation of our

disclosure  controls  and  procedures  (as defined in Rule  13a-15(e)  under the

Securities  Exchange  Act of 1934) as of March 31,  2005,  the end of the period

covered by this report.  Based on that evaluation,  the Chief Executive  Officer

(or Acting  Chief  Executive  Officer,  as the case may be) and Chief  Financial

Officer concluded that our disclosure  controls and procedures were effective as

of March 31, 2005.



CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



There  were  no  changes  in the  Company's  internal  controls  over  financial

reporting,  that  occurred  during the period  covered by this  report that have

materially  affected,  or  are  reasonably  likely  to  materially  effect,  the

Company's internal control over financial reporting.



PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None



ITEM 2. CHANGES IN SECURITIES



On April 6, 2005,  the  Registrant  completed a second and final  closing of its

offering of convertible promissory notes (the "Convertible Promissory Notes") to

accredited  investors  in  a  private  placement  of  securities  (the  "Private

Placement")  previously reported on the Registrant's  Current Report on Form 8-K

filed on March 31,  2005 (the  "March 31, 2005  8-K").  The  Registrant  sold an

additional $248,000  Convertible  Promissory Notes in the final closing on April

6, 2005, making a total of $8,666,000  Convertible Promissory Notes sold, in the

aggregate,  in the  Private  Placement.  The March 31, 2005 8-K,  including  the

Exhibits filed with it, is specifically incorporated herein by reference.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None





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<PAGE>





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On  March  22,  2005,  via  written  consent,  13,248,825  shares  of the  total

outstanding  shares of 25,468,439 or  approximately  52% of the Company's Common

Stock, as of March 15, 2005,  approved an amendment to the Company's Articles of

Incorporation to create and establish  10,000,000 shares of Series A Convertible

Preferred Stock, par value $.001.



The  authorization  of the 10,000,000  shares of Series A Convertible  Preferred

Stock will allow the  Company to fulfill the terms of a private  placement.  The

Company sold a total of $8,666,000 of  Convertible  Promissory  Notes,  and each

$48,000 of Notes automatically converts initially into 32,000 shares of Series A

Convertible  Preferred  Stock,  par  value  $.001  or if the  investor  chooses,

directly into shares of the Company's Common Stock.



The amendment has not become effective.



ITEM 5. OTHER INFORMATION



None



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a)      The following exhibits are included as part of this report:



Exhibit

Number      Title of Document

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



31.1        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of

2002.

31.2        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of

2002.

32.1        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of

2002.

32.2        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of

2002.





(b)      Reports on Form 8-K filed.



Form 8-K filed with the  Commission  on March 31, 2005  regarding  the Company's

sale of $8,418,000 of convertible  promissory notes to accredited investors in a

private placement.





21

<PAGE>





SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused

this  report  to be  signed  on its  behalf  by the  undersigned,  thereto  duly

authorized.



ELECTRONIC GAME CARD











DATE: FEBRUARY 3, 2006             BY: /S/ LEE COLE

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

LEE COLE

ACTING PRESIDENT AND ACTING CHIEF

EXECUTIVE OFFICER





DATE: FEBRUARY 3, 2006             BY: /S/ LINDEN BOYNE

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

LINDEN BOYNE

SECRETARY / TREASURER

(PRINCIPAL FINANCIAL OFFICER)





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