UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT NO. 1 TO

FORM 10-QSB/A





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

OF 1934



FOR THE QUARTERLY PERIOD ENDED: June 30, 2005



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

OF 1934





000-25853

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

Commission file number





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 [ ] No [X]



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





25,555,269

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

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

classes of common equity, as of the latest practical date:

August 3, 2005





1

<PAGE>



PART I



Item 1. Financial Statements



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS





June 30,          December 31,

2005                2004

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

ASSETS:                                         (Unaudited)



CURRENT ASSETS:

Cash & Cash Equivalents                    $ 7,980,894         $ 1,082,558

Accounts Receivable                            154,500              80,250

Deposit on Inventory                           405,353             141,800

Value Added Tax Receivable                      27,441              46,235

Related Party Receivable                        38,407              61,560

Note Receivable                                  1,352             143,468

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

Total Current Assets                    8,607,947           1,555,871

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



PROPERTY AND EQUIPMENT:

Plant and Machinery Equipment                    6,723               7,185

Office Equipment                                61,374              58,987

Furniture & Fixtures                               342                 366

Less: Accumulated Depreciation                 (35,749)            (25,819)

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

Net Fixed Assets                           32,690              40,719

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



OTHER ASSETS

Investment in Joint Venture                    994,060           1,000,000

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



TOTAL ASSETS                                    $ 9,634,697         $ 2,596,590

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



2

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Continued)





June 30,         December 31,

2005                2004

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

(Unaudited)

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)



CURRENT LIABILITIES:

Accounts Payable                           $   423,252         $   620,736

Related Party Payable                           97,500                  --

Accrued Payroll Liabilities                         --              41,087

Unearned Revenue                               255,645              62,370

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

Total Current Liabilities                 776,397             724,193

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



NON-CURRENT LIABILITIES:

Convertible Note Payable, net                8,065,625                  --

Interest Payable                               139,220                  --

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

Total Non-Current Liabilities           8,204,845                  --

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



TOTAL LIABILITIES                            8,981,242             724,193

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



STOCKHOLDERS' EQUITY

Common Stock, Par Value $.001,

Authorized 100,000,000 shares

Issued 25,312,000 and 24,936,928

shares at June 30, 2005 and

December 31, 2004                              25,312              24,937

Paid-In Capital                                  12,493,064          12,207,471

Stock Subscription Receivable                            --            (139,189)

Currency Translation Adjustment                    (513,178)           (513,178)

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

Deficit Accumulated During

the Development Stage                         (11,194,248)         (9,550,149)

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



TOTAL STOCKHOLDERS'S EQUITY                    653,455           1,872,397

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



TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY     $ 9,634,697         $ 2,596,590

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



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





3

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)







<TABLE>

Cumulative

Since

For the Three Months Ended         For the Six Months Ended      April 6, 2000

June 30,                            June 30,              Inception of

-----------------------------     -----------------------------      Development

2005             2004             2005             2004             Stage

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

<CAPTION>

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

Revenue:     $         --     $         --     $    136,620     $     80,250     $    225,187

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

Cost of Good Sold               --               --          114,048               --          181,203

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

Gross Profit (Loss)               --               --           22,572           80,250           43,984

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



Expenses:

Selling and Marketing           96,609          171,373          150,045          351,734        1,274,089

Expense

General & Administrative          258,578          160,310          646,782          241,115        1,882,151

Consulting Expenses          208,000          571,012          300,682          920,792        2,261,651

Salaries and Wages          155,264          193,542          369,406          360,264        1,525,734

Compensation from

issuance of-                               --               --               --        4,099,852

Options/Warrants

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

Total Operating          718,451        1,096,237        1,466,915        1,873,905       11,043,477

Expenses

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



Loss from         (718,451)      (1,096,237)      (1,444,343)      (1,793,655)     (10,999,493)

Operations



Other Income (Expense)

Currency Translation            7,192               --           (2,596)              --           (2,596)

Interest, Net         (112,799)           8,342         (197,160)           8,821         (189,393)

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

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



Net Loss from Continuing         (824,058)      (1,087,895)      (1,644,099)      (1,784,834)     (11,149,328)

Operations before Taxes



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

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



Net Loss from

Continuing         (824,058)      (1,087,895)      (1,644,099)      (1,784,834)     (11,149,783)

Operations

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

</TABLE>



4

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Continued)

(Unaudited)







<TABLE>

Cumulative

Since

For the Three Months Ended      For the Six Months Ended      April 6, 2000

June 30,                         June 30,              Inception of

---------------------------     ---------------------------     Development

2005            2004            2005           2004            Stage

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

<CAPTION>

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

Discontinued Operations:

Net Loss from discontinued

operations net of tax

effects of $0                $        --     $      (748)    $        --     $    (5,057)    $     (8,138)

Loss on disposal of

discontinued operations

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



Total Loss from Discontinued

Operations                               --            (748)             --          (5,057)         (44,465)



Net Loss                        $  (824,058)    $(1,088,643)    $(1,644,099)    $(1,789,891)    $(11,194,248)



Basic & Diluted Loss Per Share:

Continuing Operations           $     (0.03)    $                     (0.05)    $     (0.07)    $      (0.10)

Discontinued Operations                  --              --              --              --

$     (0.03)    $     (0.05)    $                     (0.07)    $      (0.10)



Weighted Average Shares               25,007,781      20,676,812      25,007,781      18,746,111

</TABLE>



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





5

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

(Unaudited)



<TABLE>





For the Three Months Ended

June 30,               Cumulative

---------------------------   Since Inception

2005            2004       April 6, 2000

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

<CAPTION>

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

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                      $(1,644,099)   $(1,789,891    $(11,194,248)



Adjustments to Reconcile Net Loss to Net

Cash Used in Operating Activities:

Depreciation                                       9,930         14,454         35,749

Stock Issued for Expenses                             --             --        114,959

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

Cashless exercise of Warrants                         --             --        147,989

Foreign Currency Translation                          --       (441,537)      (513,178)

Net Loss from Discontinues Operations                 --          5,057          8,138

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

Amortization of Interest Expense                 154,225             --        154,225

Change in Operating Assets and

Liabilities:

(Increase) Decrease in Accounts Receivable       (74,250)       (80,250)      (154,500)

(Increase) Decrease in Deposit on               (263,553)       (12,649)      (405,353)

Inventory

(Increase) Decrease in Prepaid Expenses               --           (112)            --

(Increase) Decrease in Value Added Tax            18,794        (14,915)       (27,441)

Receivable

Increase (Decrease) in Accounts Payable         (197,484)      (160,776)       423,252

Increase (Decrease) in Accrued Payroll           (41,087)       (14,264)            --

Liabilities

Increase (Decrease) in Unearned Revenue          193,275             --        255,645

Increase (Decrease) in Interest Payable          139,220             --        139,220

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

Net Cash Used in continuing activities      (1,705,029)    (2,494,883)    (7,027,353)

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

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

Net Cash Used in operating activities       (1,705,029)    (2,494,883)    (7,028,603)

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



CASH FLOWS FROM INVESTING ACTIVITIES:

Cash Acquired in Merger                               --             --          3,834

Purchase of Plant and Machinery Equipment            462           (761)        (6,723)

Purchase of Office Equipment                      (2,387)       (48,763)       (61,374)

Purchase of Furniture & Fixture                       24           (345)          (342)

Investment in Joint Venture                        5,940             --       (994,060)

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

Net cash provided by investing

activities                                    4,039        (49,869)    (1,058,665)

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

</TABLE>





6

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

(Unaudited)

Cumulative

<TABLE>

For the Three Months Ended

June 30,               Cumulative

---------------------------   Since Inception

2005            2004       April 6, 2000

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

<CAPTION>

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

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Sale of Common Stock               424,616      6,110,266        8,101,718

Related Party Receivable                          23,153        (77,277)         (38,407)

Amount Loaned on Note Receivable                      --        (24,166)        (143,468)

Payment on Notes Receivables                     142,116             --          142,116

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

Payment on Long-Term Note Payable                     --     (1,032,04)         (969,407)

Proceeds from Long-Term Note Payable                  --         12,482          969,407

Proceeds from Convertible Note Payable         7,911,400             --        7,911,400

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

Net Cash Provided by Financing

Activities                                8,598,785      4,989,258       16,070,859

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



Net (Decrease) Increase in Cash               $6,897,795     $2,444,506       $7,983,591

Foreign Exchange Effect on Cash                      541          2,313           (2,697)

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

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

Cash at End of Period                         $7,980,894     $2,453,551       $7,980,894

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



SUPPLEMENTAL DISCLOSURE OF CASH FLOW

INFORMATION:

Cash paid during the year for:

Interest                                    $       --     $      258       $    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.





7

<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 June 30, 2005 and for the three

and six 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 and

six 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.



Several  conditions  and events cast doubt about the Company's  ability to

continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of

approximately  $11,194,248 for the period from April 6, 2000 (inception) to June

30, 2005.



The Company's future capital  requirements will depend on numerous factors

including,  but not limited to,  continued  progress in developing its products,

market  penetration  and profitable  operations from sale of its electronic game

cards.



These  financial  statements  do not  reflect  adjustments  that  would be

necessary  if the Company  were unable to continue as a "going  concern".  While

management believes that the actions already taken or planned, will mitigate the

adverse conditions and events which raise doubt about the validity of the "going

concern" assumption used in preparing these financial  statements,  there can be

no assurance that these actions will be successful.



If the  Company  were  unable  to  continue  as a  "going  concern",  then

substantial adjustments would be necessary to the carrying values of assets, the

reported  amounts of its  liabilities,  the reported  expenses,  and the balance

sheet classifications used.



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.



8

<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)



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.





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





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)





Depreciation Expense for the six months ending June 30, 2005 and 2004 were

$11,464 and $14,454.



Advertising Costs



Advertising costs are expensed as incurred.  For the six months ended June

30, 2005 and 2004, advertising costs were $150,045 and $351,734, 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 U.S.  Dollar 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

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 June 30,  2005,  the  Company  had

12,782,053  option and warrants  outstanding to purchase up to 12,782,053 shares

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

would be anti-dilutive for June 30, 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





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)



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 June 30, 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 June 30, 2005 and December 31, 2004, the following amounts were owed

to the Company:



June 30,      December 31,

2005            2004

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



Note Receivable, no interest, due upon demand

Interest imputed using the 12 month average of

1 month libor rate of 1.544                        $  1,352        $143,468

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



Total Note Receivable                                 $  1,352        $143,468

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



NOTE 5 - RELATED PARTY TRANSACTIONS



During the six months ended June 30, 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 June 30, 2005 and December 31,  2004,  $38,407 and $61,560,  is

still owed to the Company.



During the six months ended June 30, 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 June 30, 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.



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  International,  Inc.  to  purchase  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.





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 380,164 shares of common stock from the execution

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



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.



From January 2005 through March 2005 the Company  issued 134,934 shares of

common stock from warrants in exchange for $115,833 in cash.



From April 2005 through  June 2005 the Company  issued  240,795  shares of

common stock from warrants in exchange for $170,000 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





13

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 7 - STOCK OPTIONS /WARRANTS (Continued)



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 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 and six

months ended June 30, 2004 are shown separately in the accompanying consolidated

statement of operations.  The operating  results of the discontinued  operations

for the three six months ended June 30, 2004 consist of:



3 months         6 months

General and Administrative Expenses           $194           $4,492

Interest Expense                               554              565

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

Net Loss                                     $(748)         $(5,057)

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





14

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



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 accruals that were  previously  booked less the

final judgement.



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 June 30, 2005 and December 31,

2004,   the  investment  in  the  joint  venture  was  $994,060  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,





15

<PAGE>



ELECTRONIC GAME CARD, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(Unaudited)



NOTE 12 - CONVERTIBLE PROMISSORY NOTE (Continued)



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).



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  games to the lottery,

casino,  and  promotional  industry  worldwide.  Our  lead  product  is the  EGC

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

capability with "instant win" excitement.  We have had revenues of $225,187 from

sales of the GameCard to one State  lottery and have orders for further  product

from this lottery and a second State lottery. The company has made losses in the

development stage since April 6, 2000 of $11,194,248.



THE COMPANY



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

supplier of innovative games to the lottery and promotional  industry worldwide.

Our lead product is the EGC GameCard,  a proprietary  credit  card-sized  pocket

game combining interactive capability with "instant win" excitement.



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

portable,   and  cost   efficient.   Each  EGC  GameCard  is  equipped   with  a

microprocessor,  random number  generator,  LCD, and power source,  and security

features protecting both the consumer and the promoter.  The EGC GameCard weighs

in at just less than one half an ounce and is approx.  3mm thick.  We have three

distinct markets for our GameCard product: the Lotteries; Casinos, and the Sales

Promotions.



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 ways to

increase the price point of lottery tickets have been sought by some promoters.

Consumers can currently pay as much as $20.00 per scratch card although the norm

is between $2-$5.  The EGC GameCard is a digital  evolution of the scratch card,

offering  multiple  plays and  multiple  chances  to win in a credit  card-sized

medium that is acceptable to enterprising US state Lottery operators.  Currently

sales of gamecards are taking place throughout Iowa following  successful trials

earlier in the year.  Sales to US  lotteries  have taken  longer to achieve than

expected by the management of the Company's Joint Venture with Scientific  Games

International, the principal reason for delay in ordering from interested States

appears to be the due process of law that needs be undertaken by each individual

State to  allow  the sale of EGC  GameCards  to the  public.  For  instance  the

GameCard  need be  classified  as not  offending  State  laws or as being a slot

machine,  and the price increase envisaged needs also be approved,  and can meet

resistance from lobby groups. For instance, the GameCard may need to be approved

within a distince  classification  of lotter product with the  appropriate  sate

authority.  Also, the retail price of the GameCard may be subject to approval by

State  Lottery  Commissions  or other  similar  State  regulators.  Thus,  as we

approach a State as a potential  market, we must both negotiate with that State,

work with lobby groups who are  interested in the matter,  regardless of whether

they oppose or support our business, and ensure compliance with applicable State

regulations,  which vary from  State to State.  This  process,  which can create

delays,  which we anticipate  would be inconsistent  from State to State,  would

have  some  impact  on  costs  and  price.  Security  matters  also  need  close

examination.  These issues often requiring changes in the law need be considered

by each  State.  Nevertheless  the  Company  has no reason to  believe  that the

initial  interest in the GameCard product has diminished as active dialogues are

continuing with a number of States in a satisfactory manner. On a national level

in the US, the most significant  regulatory structure with which we must work is

the National Indian Gaming Commission. This is described in further detail under

the "Indian Gaming Market" discussed below.





17

<PAGE>



SALES PROMOTION MARKET



Much of the sales promotion  market consists of "giveaway" items by corporations

for  use in  loyalty  programs,  incentive  programs,  advertising,  promotions,

marketing, competitions and the like, for example a pen or squeeze ball. Another

major area is the prize and  competition  sector of sales  promotions  where the

consumer is given free entry to enter prize competitions. The EGC GameCard seeks

to  combine  these  two  attractions.  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

GameCard can be applied to a broad range of potential promotional opportunities,

we have  focused  our  efforts  initially  on sales  promotions  and direct mail

solicitations.  This  market has proved  disappointing  to date for the  Company

despite very strong interest shown initially by brands and advertising  agencies

and trials showing consumer  response rates being ten times or more greater than

scratchcard  offerings.  The  principal  problems  have  been the time  taken to

fulfill orders of customized  games.  Customized  games, in particular new games

and ideas are met with some fear from marketers. New products in any market face

introduction concerns as being first to market with an unproven market is a walk

into the unknown.  Customized  GameCards  require a minimum  order value of over

$100,000. In our case, in addition to the cost, a customized GameCard requires a

26 week (approx.) lead  time.  This long lead time is another  obstacle  we must

overcome in order to secure large orders for customized games.  Recognizing this

issue,  the Company  adopted policy earlier in the year by which it can supply a

small range of generic games in much smaller quantities with far faster delivery

times.  These games which have needed to be  developed  and tested over the past

few  months  are now  ready  and will be  promoted  from  the Fall of 2005  with

particular  emphasis on casino  promotions where  substantial  interest has been

received.  We intend to use this small  range of generic  games as the basis for

both development and growth in this market segment.



INDIAN GAMING MARKET



The company has  recently  received a legal  Opinion  from the  National  Indian

Gaming  Commission  (NIGC) which classifies the EGC GameCard product under Class

II regulations which decision will effectively  remove any objection to the sale

to  GameCards  to consumers  on Tribal  lands.  The Company has also  received a

letter  from  Gaming  Laboratories  International  (GLI),  with  whom  the  NIGC

consults,  which  states  that in their  view  EGC is free to sell the  GameCard

product  without any  additional  testing  unless  requested by by an individual

Tribe.  In the view of the GLI that also is an  unlikely  event as the manner in

which the GameCard is produced invalidates any means to alter its play values in

the field.



As a result of these  opinions EGC consider  there is no barrier to  immediately

commencing sales of EGC GameCards to Indian Casino operators, from whom interest

has  previously  been  shown.  EGC  intend to  commence  such  sales as from the

beginning of September  2005 and are currently  putting in place a sales team to

do so. The Indian  gaming  market  spend on Tribal lands is now in excess of $19

billion a year and although it is too early to anticipate the level of sales the

management  Company is exercised by the potential of this market and the lack of

any further legal barriers to commence sales. The Company has developed specific

games for this  market  place in the form of pocket  slots and video poker which

will be in readiness to demonstrate  and sell as from the beginning of September

at the  Company's  product  launch at the G2E gaming show in Las Vegas on the 12

and 13th September -the world's premier gaming  show..This market applies solely

to the sale of GameCards as gaming devices directly to the public in casinos and

reservations owned and operated by Indian Tribes.



BUSINESS STRATEGY



The Company is now  marketing  the EGC  GameCard to lottery  promoters in the US

through its joint venture with Scientific Games  International,  Inc.. We intend

to establish additional  distribution agreements in the future to supplement our

own sales and  marketing  resources.  A further  opportunity  is now open to the

company following  approval of our product for sale to consumers on Tribal Lands

by the NIGC.(see above) which opens a substantial  market place. Sales to Indian

casino operators will commence in September 2005.



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

Design teams in the US and in Europe.  Previously they had worked with brands or

agencies to customize  XOGO  GameCard  applications  to each brand's  individual

goals but this has proved a costly and  time-consuming  business.  A revision of

this  previous  strategy was put in place  earlier this year to develop  generic

games which do not require specific customization and consequently avoid lengthy

software  processes.  This will  allow for the sale of EGC  product  in  smaller

quantities and at greatly improved delivery times, the lack of which the Company

believes was a previous impediment to sales.



18

<PAGE>



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 strategic partners for a specific market and geography

and several such negotiations are currently in hand.



The games and gaming  market is currently  one of the fastest  growing  areas of

public  interest in the world today.  by virtue of the higher speeds achieved by

personal computers (PC's) on the Internet, and now forthcoming on mobile phones.

The success of American Idol being due to the realization of the interactive use

of SMS texting.  The spectacular global growth of peer to peer (P2P) poker games

online on the Internet in the past two years also being an example. Not only has

this interest recently opened up opportunity for sales of the Company's GameCard

for  promotional  use but it opens other digital  avenues in which the Company's

game design  skills may be used to similar  advantage  in prize and  competition

games.for   consumers,   which  can  both  complement   sales  of  Gamecards.and

potentially  offer other avenues.for sales of reward based games. The Company is

currently examining such opportunities in this growth market.



RESULTS OF OPERATIONS



The company has not recorded any revenues  this quarter as orders  placed by the

Iowa State lottery have not yet been  delivered.  Sales and Marketing costs were

$96,609  compared with $171,373 in the comparable  period for 2004 this reflects

the  concentration on lottery sales  development via the joint venture agreement

with  Scientific  Games.  General  and  Administration  $258,578  compared  with

$160,310  this  expense  was higher  than the  comparable  period as we replaced

consultant services with our in house work and Consultancy costs were reduced to

$208,000  compared  with  $571,012.  Salaries  and payroll  costs were  $155,264

compared with  $193,542.  Operating  loss was reduced to $718,451  compared with

$1,096,237 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 orders from a further State lottery in the current  quarter.  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.



ITEM 3. 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.





19

<PAGE>





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 June 30,  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 June 30, 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



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



None



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:





20

<PAGE>



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.







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, 1006                  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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