**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-Q**








**x** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** **EXCHANGE
      ACT OF 1934**





**For
      the quarterly period ended June 30, 2008**





**OR**





** ̈** **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** **EXCHANGE
      ACT OF 1934**





**For
      the transition period from         
to**





**Commission
      file number 000-25853**







**ELECTRONIC
      GAME CARD, INC.**


(Exact
      Name of Registrant as Specified in Its Charter)







**Nevada**
              **(State
                or Other Jurisdiction of**
              **Incorporation
                or Organization)**
              
              **318
                  N Carson St, Suite 208****Carson
                  City, NV 89701(Address
                  of Principal Executive Offices)**
            
            **87-0570975**
              **(I.R.S.
                Employer**
              **Identification
                No.)**
              
              **10019**
              **(Zip
                Code)**





**(646)
      723-8946**


**(Registrant’s
      Telephone Number, Including Area Code)**





**(Former
      Name, Former Address and Former Fiscal Year, if Changed Since Last
      Report)**









Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” and “large accelerated filer” in Rule 12b-2 of the Exchange
      Act.





Large
      accelerated filer  ̈ Accelerated
      filer   ̈ Non-accelerated
      filer  ̈ Smaller
      reporting company x





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act. Yes  ̈ No x





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.





**Class**
            
            **Outstanding
                at July 29, 2008****Common
                Stock, $0.001 par value**
            
            **53,205,975**




1




**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS**





This
      Quarterly Report on Form 10-Q contains forward-looking statements, including
      statements regarding future revenues, research and development programs,
      clinical trials and collaborations and our future cash requirements. The words
      or phrases “will”, “will likely result”, “are expected to”, “will continue”,
“estimate”, “project”, “potential”, “believe”, “plan”, “anticipate”, “expect”,
“intend”, or similar expressions and variations of such words are intended to
      identify forward-looking statements. Statements that are not historical facts
      are based on our current expectations, beliefs, assumptions, estimates,
      forecasts and projections for our business and the industry and markets related
      to our business. The statements contained in this report are not guarantees
      of
      future performance and involve certain risks, uncertainties and assumptions
      which are difficult to predict. Therefore, actual outcomes and results may
      differ materially from what is expressed in such forward-looking
      statements.





The
      forward-looking statements in this Quarterly Report on Form 10-Q speak as of
      the
      date of this report. We expressly disclaim any obligations or undertaking to
      disseminate any updates or revisions to any forward-looking statement contained
      in this Quarterly Report to reflect any change in our expectations with regard
      thereto or any change in events, conditions or circumstances on which any
      forward-looking statement is based, except as may be required by
      law.




2




**ELECTRONIC
      GAME CARD, INC.**


**TABLE
      OF CONTENTS**




**PAGE
                  #****PART
                  I. FINANCIAL
                  INFORMATION****ITEM
                  1** - Financial StatementsConsolidated
                  Balance Sheets as of June 30, 2008 (Unaudited), and December 31,
                  2007
              
              
              4Consolidated
                  Statements of Operations and Comprehensive Loss for the Fiscal
                  Three
                  Months and Six months Ended June 30, 2008 and J 2007
                  (Unaudited)
              
              
              5Consolidated
                  Statements of Cash Flows for the Fiscal Six Months Ended June 30,
                  2008 and
                  December 31, 2007 (Unaudited)
              
              
              6Notes
                  to Unaudited Consolidated Financial Statements
              
              
              7**ITEM
                  2** - Management’s Discussion and Analysis of Financial Condition
                  and Results of Operations
              
              
              12**ITEM
                  3** - Quantitative and Qualitative Disclosures About Market
                  Risk
              
              
              16**ITEM
                  4** - Controls and Procedures
              
              
              16**PART
                  II. OTHER
                  INFORMATION****ITEM
                  1** - Legal Proceedings
              
              
              16**ITEM
                  2** - Changes in Securities
              
              
              17**ITEM
                  3** - Defaults Upon Senior Securities
              
              
              17**ITEM
                  4** - Submission of Matters to a Vote of Security
                  Holders
              
              
              17**ITEM
                  5** - Other Information
              
              
              17**ITEM
                  6** - Exhibits
              
              
              17**SIGNATURES**
              
              
              18




3




**PART
      I** - **FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**ELECTRONIC
      GAME CARD, INC.**


**CONSOLIDATED
      BALANCE SHEETS**







**June
                30,****2008**
            
            **December
                31,****2007**(Unaudited)**ASSETS**Current
                assets:Cash,
                cash equivalents and marketable securities
            
            $
            6,885,351
            
            $
            4,753,040Accounts
                receivable
            
            
            2,528,205
            
            
            2,323,543Deposit
                on inventory
            
            
            70,071
            
            
            70,071Other
                receivables
            
            
            170,728
            
            
            92,100VAT
                receivable
            
            
            15,402
            
            
            31,531Deferred
                charges
            
            
            114,357
            
            
            190,595Total
                current assets
            
            
            9,784,114
            
            
            7,460,880Net
                property, plant and equipment
            
            
            33,749
            
            
            44,050Intangible
                assets, net
            
            
            183,034
            
            
            183,034Investments,
                at cost
            
            
            4,500,564
            
            
            2,886,427Total
                assets
            
            $
            14,501,461
            
            $
            10,574,391**LIABILITIES
                AND SHAREHOLDERS’ EQUITY/(DEFICIT)**Current
                liabilities:Accounts
                payable
            
            $
            719,245
            
            $
            659,891Accrued
                liabilities
            
            
            770,884
            
            
            560,046Total
                current liabilities
            
            
            1,490,129
            
            
            1,219,937Deferred
                license fees
            
            
            529,625
            
            
            779,625Total
                liabilities
            
            
            2,019,754
            
            
            1,999,562Series
                A 6% convertible redeemable preferred stock, $.001 par value,
              10,000,000
                shares authorized; 6,549,922 and 7,582,806 shares issued and
              outstanding
                as
                of June
                30, 2008 and December 31, 2007, respectively
            
            
            6,549,922
            
            
            7,582,806Shareholders’
                equity/(deficit)Common
                stock, $.001 par value, 100,000,000 shares authorized;
              51,439,633
                and 48,011,851 shares issued and outstanding at
              June
                30, 2008 and December 31, 2007, respectively
            
            
            51,439
            
            
            48,012Additional
                  paid in capital
            
            
            29,569,401
            
            
            27,264,272Accumulated
                deficit
            
            
            (22,713,294
            )
            
            (25,463,568
            )Accumulated
                other comprehensive loss
            
            
            (975,761
            )
            
            (856,693
            )Total
                shareholders’ equity
            
            
            5,931,785
            
            
            992,023Total
                liabilities and shareholders’ equity
            
            $
            14,501,461
            
            $
            10,574,391





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





4




**ELECTRONIC
      GAME CARD, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**




**(Unaudited)**




**For
                the Three Months Ended**
            
            **For
                the Six Months Ended****June
                30,**
            
            **June
                30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenue
            
            
            2,485,683
            
            
            1,474,356
            
            $
            4,780,304
            
            $
            2,464,894Cost
                of sales
            
            
            612,589
            
            
            385,007
            
            
            1,161,589
            
            
            640,352**Gross
                profit**
            
            
            **1,873,094**
            
            
            **1,089,349**
            
            
            **3,618,715**
            
            
            **1,824,542**Operating
                expensesSales
                and marketing
            
            
            40,564
            
            
            2,798
            
            
            41,355
            
            
            3,971General
                and administrative
            
            
            199,449
            
            
            180,597
            
            
            327,598
            
            
            285,215Consulting
                expenses
            
            
            125,667
            
            
            61,853
            
            
            277,149
            
            
            156,858Salaries
                and wages
            
            
            86,105
            
            
            90,335
            
            
            172,990
            
            
            202,579Loss
                from joint venture
            
            
            -
            
            
            -
            
            
            -
            
            
            18,638**Total
                operating expenses**
            
            
            **451,785**
            
            
            **335,583**
            
            
            **819,092**
            
            
            **667,261****Income
                from operations**
            
            
            1,421,309
            
            
            753,766
            
            
            2,799,623
            
            
            1,157,281Other
                income (expense)Interest
                income
            
            
            61,669
            
            
            55,413
            
            
            123,245
            
            
            98,114Interest
                expense
            
            
            (147,432
            )
            
            (167,605
            )
            
            (295,494
            )
            
            (335,661
            )Gain
                on termination of joint venture
            
            
            -
            
            
            31,127
            
            
            -
            
            
            31,127Gain
                on sale of investments
            
            
            122,900
            
            
            
            
            
            122,900
            
            
            -**Total
                other income (expense)**
            
            
            **37,137**
            
            
            **(81,065**
            **)**
            
            **(49,349**
            **)**
            
            **(206,420**
            **)****Net
                income**
            
            
            **1,458,446**
            
            
            **672,701**
            
            $
            2,750,274
            
            $
            950,861Foreign
                currency translation loss
            
            
            (114,719
            )
            
            (4,760
            )
            
            (119,068
            )
            
            (67,809
            )**Comprehensive
                income**
            
            
            **1,343,727**
            
            
            **667,941**
            
            $
            2,631,206
            
            $
            883,052Net
                income per common share ( basic )
            
            $
            0.03
            
            $
            0.02
            
            $
            0.05
            
            $
            0.02Weighted
                average number of shares outstanding (basic)
            
            
            51,439,633
            
            
            44,168,683
            
            
            50,031,766
            
            
            44,168,683Net
                income per common share ( diluted )
            
            $
            0.02
            
            $
            0.02
            
            $
            0.04
            
            $
            0.02Weighted
                average number of shares outstanding (diluted)
            
            
            64,871,010
            
            
            56,60,000
            
            
            64,091,569
            
            
            56,600,000







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




5


**ELECTRONIC
      GAME CARD, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




**(Unaudited)**







**Six
                months ended****June
                30, 2008**
            
            **June
                30, 2007**Cash
                flows from operating activities:Net
                income
            
            $
            2,750,274
            
            $
            950,861Adjustments
                to reconcile net income from continuing operations to net
                cash
              used
                in operating activitiesDepreciation
                and amortization
            
            
            10,301
            
            
            9,001Amortization
                of deferred charges
            
            
            76,238
            
            
            76,238Deferred
                License Fees
            
            
            (250,000
            )
            
            1,029,625Loss
                from joint venture
            
            
            -
            
            
            (12,489
            )Expenses
                paid with common stock
            
            
            192,000Gain
                on sale of investments
            
            
            (122,900
            )Change
                in assets and liabilities:Accounts
                receivable
            
            
            (204,662
            )
            
            (1,346,801
            )Value
                Added Tax receivable
            
            
            16,129
            
            
            715Other
                receivables
            
            
            (78,628
            )
            
            (28,660
            )Accounts
                payable
            
            
            59,353
            
            
            (172,634
            )Accrued
                liabilities and interest payable
            
            
            210,838
            
            
            258,000Net
                cash provided by (used in) operating activities
            
            
            2,658,943
            
            
            763,856Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            -
            
            
            (1,091
            )Purchase
                of investments
            
            
            (841,318
            )
            
            (194,405
            )Net
                cash provided by (used in) investing activities
            
            
            (841,318
            )
            
            (195,496
            )Cash flows
              from
              financing activities:Receipts
                from sale of investments
            
            
            433,754Receipts
                on related party receivable
            
            
            -
            
            
            79,275Net
                cash provided by financing activities
            
            
            433,754
            
            
            79,275Foreign
                currency exchange effect on cash
            
            
            (119,068
            )
            
            (67,809
            )Net
                increase in cash and cash equivalents
            
            
            2,132,311
            
            
            579,826Cash
                and cash equivalents at beginning of period
            
            
            4,753,040
            
            
            3,052,733Cash
                and cash equivalents at end of period
            
            $
            6,885,351
            
            $
            3,632,559Supplemental
                disclosure of cash flow information:Cash
                paid during the period for :Interest
            
            $
            -
            
            $
            -Income
                Taxes
            
            $
            -
            
            $
            -Supplemental
                disclosure of cash flow information:Shares
                issued for investments
            
            $
            1,083,673
            
            $
            -Shares
                issued for redeemable preference shares
            
            $
            1,032,884
            
            $
            -




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




6




**ELECTRONIC
      GAME CARD, INC.**


**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**








1. Organization
      and Summary of Significant Accounting Policies





**Organization**





The
      Company was incorporated under the laws of the England on April 6, 2000, under
      the name of Electronic Game Card, Ltd. Until 2002, the Company remained dormant
      and had no operations until August 8 2002. 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.





The
      Company is engaged in the development, marketing, sale and distribution of
      recreational electronic software which is primarily targeted towards the global
      sales promotion, gaming and lottery markets. The Company’s patent protected
      technology was originally conceived for the global sales promotion and lottery
      industries and marketed under the name of Electronic GameCardTM. The shape of a
      pocket GameCard is flexible to clients’ needs but is currently approximately the
      size of a credit card, operated electronically by touch and incorporating a
      microchip and LCD screen showing numbers or icons. Additional markets with
      considerable potential for the Company's reward based games products are Indian
      Gaming, general gaming outlets like bingo halls and casinos and private and
      social lotteries. The Companyalso is launching its technology into new market
      sectors such as Education, Sports/Hobbies and Celebrations. The Company designs
      its GameCards to play game types, formats and prize structures as required
      by
      its customers and has built a software library of generic game formats of
      popular, widely recognized and understood themes. The current software library
      stands at 27 unique games.





**Basis
      of Presentation**





The
      unaudited consolidated financial statements included herein have been prepared
      with accounting principles generally accepted in the United States for interim
      financial information and pursuant to the rules and regulations of the
      Securities and Exchange Commission. They do not include all information and
      notes required by generally accepted accounting principles for complete
      financial statements. However, except as disclosed herein, there have been
      no
      material changes in the information disclosed in the notes to the consolidated
      financial statements included in the Annual Report on Form 10-KSB of Electronic
      Game Card, Inc. for the year ended December 31, 2007.





In
      the
      opinion of management, all adjustments (including normal recurring accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the three months and six months ended June 30, 2008 are not
      necessarily indicative of the results that may be expected for any other interim
      period or the entire year. For further information, these unaudited consolidated
      financial statements and the related notes should be read in conjunction with
      the Company’s audited consolidated financial statements for the year ended
      December 31, 2007 included in the Company’s Annual Report on Form
      10-KSB.





**Principles
      of Consolidation**





The
      consolidated financial statements include the accounts of the following
      companies:





·
            Electronic
                Game Card, Inc. (Nevada
                Corporation)


·
            Electronic
                Game Card, Ltd. (English
                Corporation)


·
            Electronic
                Game Card Marketing (A Delaware
                Corporation)




7




The
      results of subsidiaries acquired during the year are consolidated from their
      effective dates of acquisition. All significant inter-company accounts and
      transactions have been eliminated.





Certain
      amounts in the prior periods consolidated financial statements and notes have
      been reclassified to conform to the current period’s presentation.





**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
      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**





Property
      and equipment are stated at cost. Depreciation is calculated on a straight-line
      basis over the estimated useful lives of the assets as follows:





Asset
            
            RatePlant
                and Machinery Equipment
            
            3
                yearsOffice
                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
      is eliminated from the property and related accumulated depreciation accounts,
      and any resulting gain or loss is credited or charged to income.





**Revenue
      recognition**





Revenue
      is recognized from sales of product when persuasive evidence of an arrangement
      exits; product has been shipped to customers; a fee is fixed or determinable;
      and, collectibility is reasonably assured.





**Foreign
      Currency Translation**





The
      Company's functional currency for its foreign subsidiary, Electronic Game Card
      Ltd., is the British (UK) 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 as other comprehensive income or loss. Gain
      and losses resulting from foreign currency transactions are included
      incomprehensive income or loss from operations.





**Pervasiveness
      of Estimates**





The
      preparation of the consolidated financial statements in conformity with
      generally accepted accounting principles in the United States of America
      requires 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 consolidated financial statements and the
      reported amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





The
      Company’s unaudited consolidated financial statements are based on a number of
      estimates, including accruals for accounts payable and interest expense,
      amortization of deferred charges, allowance for doubtful accounts, estimated
      useful lives of property and equipment, and fair value of
      investments.




8




**Income
      (Loss) per Share**





Basic
      income (loss) per share has been computed by dividing the income/(loss) for
      the
      year applicable to the common stockholders by the weighted average number of
      common shares outstanding during the period. As of June 30, 2008, the Company
      had options and warrants outstanding to purchase up to 7,116,267 shares of
      common stock.





**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.





**Recent
      Accounting Pronouncements**





In
      December 2007, the FASB issued SFAS No. 141(R), *Business
      Combinations* (SFAS
      141(R)), which replaces SFAS 141, *Business
      Combinations* ,
      requires an acquirer to recognize the assets acquired, the liabilities assumed,
      and any non-controlling interest in the acquiree at the acquisition date,
      measured at their fair values as of that date, with limited exceptions. This
      Statement also requires the acquirer in a business combination achieved in
      stages to recognize the identifiable assets and liabilities, as well as the
      non-controlling interest in the acquiree, at the full amounts of their fair
      values.





SFAS
      141(R) makes various other amendments to authoritative literature intended
      to
      provide additional guidance or to confirm the guidance in that literature to
      that provided in this Statement. This Statement applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after
      December 15, 2008. We do not expect this will have a significant impact on
      our financial statements.





In
      December 2007, FASB issued SFAS 160, *Noncontrolling
      Interests in Consolidated Financial Statements* ,
      which
      amends Accounting Research Bulletin No. 51, *Consolidated
      Financial Statements* ,
      to
      improve the relevance, comparability, and transparency of the financial
      information that a reporting entity provides in its consolidated financial
      statements. SFAS 160 establishes accounting and reporting standards that require
      the ownership interests in subsidiaries not held by the parent to be clearly
      identified, labeled and presented in the consolidated statement of financial
      position within equity, but separate from the parent’s equity. This statement
      also requires the amount of consolidated net income attributable to the parent
      and to the non-controlling interest to be clearly identified and presented
      on
      the face of the consolidated statement of income. Changes in a parent’s
      ownership interest while the parent retains its controlling financial interest
      must be accounted for consistently, and when a subsidiary is deconsolidated,
      any
      retained non-controlling equity investment in the former subsidiary must be
      initially measured at fair value. The gain or loss on the deconsolidation of
      the
      subsidiary is measured using the fair value of any non-controlling equity
      investment. The Statement also requires entities to provide sufficient
      disclosures that clearly identify and distinguish between the interests of
      the
      parent and the interests of the non-controlling owners. This Statement applies
      prospectively to all entities that prepare consolidated financial statements
      and
      applies prospectively for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008. We do not expect this will
      have a significant impact on our financial statements.





In
      February 2007, the FASB issued SFAS 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities—Including an
      amendment of FASB Statement No. 115* (SFAS
      159), which is effective for fiscal years beginning after November 15,
      2007. SFAS 159 permits the Company to choose to measure many financial
      instruments and certain other items at fair value. The objective is to improve
      financial reporting by providing entities with the opportunity to mitigate
      volatility in reported earnings caused by measuring related assets and
      liabilities differently without having to apply complex hedge accounting
      provisions. SFAS 159 is expected to expand the use of fair value measurement,
      which is consistent with the FASB’s long-term measurement objectives for
      accounting for financial instruments. The Company adopted the provisions of
      this
      statement on January 1, 2008.





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* (SFAS
      157). SFAS 157 defines fair value, establishes a framework for measuring fair
      value and enhances disclosures about fair value measures required under other
      accounting pronouncements, but does not change existing guidance as to whether
      or not an instrument is carried at fair value. SFAS No. 157 was effective
      as of the beginning of the Company’s 2008 year. The provisions of SFAS 157 were
      adopted January 1, 2008. In February 2008, the FASB staff issued Staff
      Position No. 157-2 “Effective Date of FASB Statement No. 157” (FSP FAS
      157-2). FSP FAS 157-2 delayed the effective date of SFAS 157 for nonfinancial
      assets and nonfinancial liabilities, except for items that are recognized or
      disclosed at fair value in the financial statements on a recurring basis (at
      least annually). The provisions of FSP FAS 157-2 are effective for the Company’s
      fiscal year beginning January 1, 2009.




9




SFAS
      157
      establishes a fair value hierarchy that prioritizes the inputs to valuation
      techniques used to measure fair value. The hierarchy gives the highest priority
      to unadjusted quoted prices in active markets for identical assets or
      liabilities (Level 1 measurements) and the lowest priority to unobservable
      inputs (Level 3 measurements). The three levels of the fair value hierarchy
      under SFAS 157 are described below:





Level 1
            Unadjusted
                quoted prices in active markets that are accessible at the measurement
                date for identical, unrestricted assets or liabilities;




Level 2
            Quoted
                prices in markets that are not active, or inputs that are observable,
                either directly or indirectly, for substantially the full term of
                the
                asset or liability;




Level 3
            Prices
                or valuation techniques that require inputs that are both significant
                to
                the fair value measurement and unobservable (supported by little
                or no
                market activity).





2. Going
      Concern





The
      accompanying unaudited consolidated 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.





These
      unaudited consolidated 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 any 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.





3. 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 June 30, 2008, the Company had a
      net
      operating loss carry forward for income tax reporting purposes of approximately
      $15,709,314 in the United States and $9,003,398 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. Accordingly, the potential tax
      benefits of the loss carry-forwards are offset by a valuation allowance of
      the
      same amount.





For
      the
      years ending June 30, 2008 and 2007, income tax expense was $0 and
      $0.





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.





4. Related
      Party Transactions





During
      the three months ended June 30, 2008 and the six months to June 30, 2008 the
      Company incurred rent expense for the London office of $ 0and $17,797 compared
      with $20,000 and $40,000 in the same periods in the prior fiscal year.




10




**5.** Fair
      Value Accounting





The
      following table sets forth the Company’s financial assets and liabilities
      measured at fair value by level within the fair value hierarchy. As required
      by
      SFAS 157, assets and liabilities are classified in their entirety based on
      the
      lowest level of input that is significant to the fair value
      measurement.




**Fair
                Value at June 30, 2008****Total**
            
            **Level
                1**
            
            **Level 2**
            
            **Level 3**Assets:Investments
            
            $
            4,500,564
            
            $
            -
            
            $
            -
            
            $
            4,500,564$
            4,500,564
            
            $
            -
            
            $
            -
            
            $
            4,500,564Liabilities:-$
            -
            
            $
            -
            
            $
            -
            
            $
            --





The
      Company’s investments are classified within Level 3 of the fair value hierarchy
      because they are privately held companies with no market activity or quoted
      prices.




6. Stock
      Options / Warrants





The
                Company has adopted a stock compensation plan entitled the 2007 Equity
                Compensation Plan. Pursuant to this 2007 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
                2007
                Equity Compensation Plan provides for options equivalent up to 10%
                of the
                issued share capital of the company to be offered to those qualifying
                under the scheme. On February 6, 2007 the Company issued 2,000,000
                options
                to management and staff at an exercise price of 17.5c per share and
                2,000,000 at an exercise price of 25c per
                share.





The
                company has a total of 7,116,267 options and warrants outstanding
                at June
                30 2008.





7. License
      Agreement





Pursuant
      to a License Agreement dated April 27, 2007, Scientific Games International
      (SGI) shall have the exclusive right, for a period of three years (subject
      to
      extension as discussed below), to produce, market, sell and distribute the
      Electronic GameCard TM in
      compliance with all applicable laws, to all public lotteries operated by
      national, state or provincial governmental entities or private entities
      operating such public lotteries on behalf of such governmental entities (the
      “Public Lotteries”) in the U.S., Canada, Mexico and Italy. SGI also shall have a
      non-exclusive license to produce, market, sell and distribute the Electronic
      GameCard TM worldwide during the ten year term of the License Agreement and any
      extensions thereof. For purposes of the License Agreement, the term “Public Lotteries” does not
      include lotteries conducted by charitable entities or lotteries conducted by
      other persons, entities or bodies that are not operated on behalf of national,
      state or provincial governmental entities. SGI agreed to package and label
      Electronic GameCard TM as requested by the Company at a reasonable rate of
      compensation to be mutually agreed by the parties. EGC retained all other rights with respect to the intellectual property which is
      the
      subject of the License Agreement. In connection with the sale, marketing,
      production and distribution of the Electronic GameCard TM, EGC shall provide SGI
      full access to EGC’s producers, manufacturers and suppliers of all components
      for and assembly of the Electronic GameCard TM.




11




SGI
      may
      extend its exclusive rights with respect to “Public Lotteries” in the U.S.,
      Canada, Mexico and Italy during the term of the License Agreement on a yearly
      basis beyond the first three years of the License Agreement. To effect such
      an
      extension of exclusivity, SGI must pay to EGC in cash, the sum of at least
      $500,000 in license fees for the year preceding the extension.





During
      the term of the License Agreement, SGI
      have agreed to pay to the Company as a royalty fee (“Royalty Fee”) on a
      quarterly basis the greater of $.05 per Electronic GameCard TM and five percent
      (5%) of the gross selling price without deduction of taxes, expenses or
      promotions, for Electronic GameCard TM sold by SGI or its affiliates. SGI
      may
      not assign, sublicense or otherwise transfer the License Agreement to a third
      party without the prior written consent of EGC .





8. Series
      A Preferred Convertible Redeemable Stock





On
                March 24, and April 6th,
                2005 the Registrant sold a total of $8,666,000 Convertible Promissory
                Notes to accredited investors in a private placement of securities.
                This
                note was payable upon written demand which may be made on or after
                March
                31, 2007, and was converted into Series A Preferred Convertible Redeemable
                Stock (“Series A”) at the Company’s election on November 29, 2006. Each
                share of Series A is convertible into one share of Common Stock at
                no cost
                by stockholder and is redeemable by the Company not later than March
                15,
                2010. Series A pays interest at 6% per annum. 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 stock. The Warrants
                shall
                be exercisable to acquire shares of Series A upon the effectiveness
                of
                actions by the Registrant's shareholders to authorize the Series
                A. The
                Warrants shall be exercisable at $0.50 per share of Series A, 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, shares of Common
                Stock
                on an as-converted-from-Series-A basis. 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).




During
                the six months ended June 30, 2008, the Company issued 1,022,657
                shares of
                its common stock related to the conversion of Series A preference
                shares
                in the amount of $1,032,884.





9.
            Common
                Stock Transactions





On
                April 25, 2008, the Company issued 440,000
                shares of common stock to consultants for development work in
                the amount of $192,000to enhance the company’s platform
                technologies.


During
                  the period ended June 30, 2008, the Company issued 1,965,125 shares
                  of its
                  common stock for the purchase of investments in the amount of
                  $1,083,673.


10.
            Gain
                on Sale of Investments





During
                the period to June 30, 2008 the company realized a profit of $122,900
                on
                the disposed of two investments which were considered peripheral
                to our
                main activities.




**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-Q.





**General**





Electronic
      Game Card, Inc. (referred to as "EGC", "us", "we" or "Company") is a supplier
      of
      innovative games to the promotional, gaming and lottery markets worldwide.
      The
      Company’s lead product is the EGC GameCard, a unique credit card-sized pocket
      game combining interactive capability with "instant win"
      excitement.




12




**The
      Company**





Electronic
      Game Card, Inc. is an emerging international corporation that
      develops reward based games for the sales promotions, casino and lottery
      and incentive markets. EGC’s core product is the Electronic GameCardTM, a unique
      and innovative proprietary technology adapted to a platform, with patents
      pending worldwide and with the technology that can be adapted to other markets.
      The EGC GameCard was designed by us to be rich in functionality, customizable,
      portable, and cost efficient. The GameCard platform is currently embedded in
      a
      credit card size digital device with an LCD window, touch pad controls and
      microchip, allowing for many game formats to be programmed to suit a variety
      of
      applications in several industry sectors.





EGC’s
      GameCards are used in the sales promotion market as an incentive or loyalty
      sales promotion tool to be given away by the brand promoter to the consumer
      with
      prizes given as rewards for winning simple fun games designed specially for
      the
      brand. The Jack Meyers Media Business Report states that the global media market
      for 2007 is $752 billion of which sales promotion and consumer incentives are
      $136 billion. www.jackmyers.com





An
      opportunity exists for the Company to sell GameCards for re-sale to the public
      as a gaming device in selected areas of the casino market in which blackjack,
      poker, bingo or similar games may be played. In other areas of the world,
      however, re-sale is permitted and EGC expects to start marketing its range
      of
      game formats as soon as they are developed during the year. EGC also intends
      to
      leverage its gaming, manufacturing and technology IP knowledge to the wider
      market place anticipated from rapidly expanding areas of digital communications
      offering reward based games opportunities. To this end the Company has purchased
      a small shareholding in DG2L, an interactive television set top box (STB)
      manufacturer and in Prize Mobile, a
      mobile
      phone company.




**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, Our GameCards can be applied to a broad range
      of potential promotional opportunities although 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.





Within
      the sales promotion market, the Poker sector has developed into a distinct
      and
      vibrant opportunity. In Europe, Australasia and South Africa playing and
      watching Poker at tournaments and, on-line or on television has moved from
      a
      specialist area to mainstream entertainment and gaming in the last 12
      months.





The
      large
      number of Poker players and viewers form a substantial and dynamic opportunity
      for the gaming sector, and the profile being generated by marketers is of a
      vibrant and expanding sector with increased promotional budgets. The Company
      is
      currently working on development of specialist GameCards and promotions to
      extend the interest and impact of Poker to maximize this
      opportunity.





**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 scratch card while giving the opportunity to raise
      the
      selling price to consumers 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 scratch cards.





On
      April
      27, 2007 (the “Effective Date”), Electronic Game Card, Inc. (the "Company" or
“EGC”) entered into a license agreement (the “License Agreement”) with
      Scientific Games International, Inc. ("SGI"). The parties agreed to terminate
      their joint venture agreement dated October 12, 2004 (the “Joint Venture
      Agreement”), settling outstanding amounts due to each party and owed by each
      party to the joint venture or to each other. Pursuant to the License Agreement,
      SGI have the exclusive right, for a period of three years (subject to extension
      as discussed below), to produce, market, sell and distribute the Electronic
      GameCardTM in
      compliance with all applicable laws, to all public lotteries operated by
      national, state or provincial governmental entities or private entities
      operating such public lotteries on behalf of such governmental entities (the
      “Public Lotteries”) in the U.S., Canada, Mexico and Italy. SGI also have a
      non-exclusive license to produce, market, sell and distribute the Electronic
      GameCardTM worldwide during the term of the License Agreement and any extensions
      thereof. For purposes of the License Agreement, the term “Public Lotteries” does not
      include lotteries conducted by charitable entities or lotteries conducted by
      other persons, entities or bodies that are not operated on behalf of national,
      state or provincial governmental entities. SGI agreed to package and label
      Electronic GameCardTM as requested by the Company at a reasonable rate of
      compensation to be mutually agreed by the parties. The
      Company retained all other rights with respect to the intellectual property which is
      the
      subject of the License Agreement. SGI
      may
      extend its exclusive rights with respect to “Public Lotteries” in the U.S.,
      Canada, Mexico and Italy during the term of the License Agreement on a yearly
      basis beyond the first three years of the License Agreement. To effect such
      an
      extension of exclusivity, SGI must pay to EGC in cash, the sum of at least
      $500,000 in license fees for the year preceding the extension.




13




During
      the term of the License Agreement, SGI
      has agreed to pay to the Company as a royalty fee (“Royalty Fee”) on a quarterly
      basis the greater of $.05 per Electronic GameCardTM and five percent (5%) of the
      gross selling price without deduction of taxes, expenses or promotions, for
      Electronic GameCardTM sold by SGI or its affiliates. SGI
      may
      not assign, sublicense or otherwise transfer the License Agreement to a third
      party without the prior written consent of EGC .





**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. The National Indian Gaming Commission (NIGC) report that the
      market was $25.7 billion dollars in revenue in 2006 with 415 casinos operated
      by
      more than 200 tribes across the United States.





The
      Company has a legal opinion from the NIGC that the EGC GameCard is a Class
      II
      device 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.





The
      success of sales promotion in the Gaming sector, and in particular the sale
      to
      the Santa Ana Star Casino, New Mexico demonstrates the interest in the
      Electronic GameCardTM in this sector. Therefore, EGC continues its sales and
      marketing activity to generate sales around Class II gaming.





**Business
      Strategy**





During
      2007, the Company expanded its volume production of the Electronic GameCardsTM.
      This necessitated the cost effective and secure design of GameCards from the
      manufacturers, involving quality control practices of an extremely high
      standard. The Company marketed the Electronic GameCardTM during 2007 in
      conjunction with Scientific Games International, Inc. through the distribution
      agreement for North America, Mexico and Italy. Distribution of Electronic
      GameCardsTM to the lottery industry and directly to sales promotion companies and
      lotteries in Europe excluding Italy. Staff are responsible for either selling
      the GameCards direct (via Agents) in the case of sale promotion products or
      in
      the case of lotteries, through an exclusive distribution license.





We
      market
      our products through agents in the US, Europe and the rest of the World. We
      currently have outlets in New York and London (U.K.). Our management team has
      relevant experience in their appropriate markets to contract agents and
      distributors to sell and our products.





Indian
      Gaming appertains solely to the sale of GameCards as gaming devices directly
      to
      the public in casinos and reservations owned and operated by Indian Tribes
      in
      the USA. The Company has received Class II classification for its products
      from
      the National Indian Gaming Council (NIGC)National Indian Gaming Association
      states that in 2006 Tribal Governments gaming revenue was $25.7 billion dollars. www.indiangaming.org/library/indian-gamingfacts/index.shtml





14





**Product
      Development**





The
      company continues its focus on game development with the emphasis on
      improvements in game behavior, reliability and flexibility as well as expanding
      the existing game portfolio with a series of engaging, innovative
      concepts.




During
      the last quarter the company directed creative resources on developing game
      concepts for our new target markets in Children’s Education, Greetings Card and
      Collectible product





Four
      new
      game concepts have been written and will be produced in flash version throughout
      Q3 increasing our available range of games to thirty one.




**Results
      of Operations**





The
      company has recorded $2,485,683 of revenues this quarter compared with
      $1,474,365 in the same period in 2007 and $ 4,780,304 and $2,464,894 in the
      comparable six months period to June 30, 2008. The main revenue growth came
      from
      new sales promotion business and growth in poker promotions. Cost of product
      has
      reduced a little as volume has increased and Gross Profit was $1873,095 compared
      with $1,089,349 in 2007 and $3,618,716 and $1,842,542 for the six months. The
      company purchases its manufactured stock in USD and the relative strength or
      weakness of the currency can affect the cost of raw material prices.





Sales
      and
      Marketing costs were $40,564 compared with $2,798 for the quarter and $41,355
      and $3,971 for the year to date. The increase is due to the start of marketing
      effort on new product .





General
      and Administration expenses were $ 199,449 June 30, 2008 compared with $180,597
      for the same period in 2007 and $327,598 and $285,215 for the comparable six
      month period, the increase in this expense reflects the increased level of
      activity in the business.


Consultancy
      costs were higher at $125,667 compared with $61,853 for the three months to
      June
      30, 2008 and 2007 and for the comparable six month period $277,149,and $156,858.
      Higher costs were due to development work on new product areas for the Gamecard
      and will continue while new products are developed.





Salaries
      and payroll costs were $86,105 compared with $90,335 and $172,990 and
      $202,579for the comparable three month s and six months to June 30, 2008 and
      2007 respectively. Salary costs have been contained for the second year in
      succession but it is likely that as product moves through development into
      production and sales that these costs will increase.





Income
      from operations excluding the interest for the three months to 30 th June
      2008 improved to $1,421,309 compared with $753,766 and for the six month to
      June
      30 2008 $2,799,623 compared with $1,157,281 in 2007. Higher revenues and lower
      percentage cost of sales and control of expenses combined to produce this
      improvement.





Total
      comprehensive income for the three months to June 30 2008 was $1,343,728
      compared with a $667,941 for the same period in 2007 and $2,631,207 compared
      with $883,052 for the comparable six month periods.





Basic
      earnings per share were $0.03 in 2008 compared with $0.01 in the same period
      of
      2007.





**Liquidity
      and Financial Resources**





The
      Company had cash and cash equivalents of $6,885,351 at June 30, 2008 compared
      to
$5,706,906
      at March 31, 2008 and $3,632,559 a year ago. Operating expenses are
      approximately $400,000 per quarter. As of June 30, 2008, current assets were
      $9,784,114 and current liabilities were $1,490,130. Stockholders’ equity at June
      30, 2008 was $5,931,785. We had net cash provided by operating activities for
      the six
      months ended June 30, 2008 and 2007 of $2,658,943
      and $763,854, respective ly.





15




**Off-Balance
      Sheet Arrangements**





As
      of the
      date of this Report, the Company does not have any off-balance sheet
      arrangements that have or are reasonably likely to have a current or future
      effect on the Company’s financial condition, changes in financial condition
      revenues or expenses, results of operations, liquidity, capital expenditures
      or
      capital resources that are material to investors. The term “off-balance sheet
      arrangement” generally means any transaction, agreement or other contractual
      arrangement to which an entity unconsolidated with the Company is a party,
      under
      which the Company has (i) any obligation arising under a guarantee contract,
      derivative instrument or variable interest; or (ii) a retained or contingent
      interest in assets transferred to such entity or similar arrangement that serves
      as credit, liquidity or market risk support for such assets.




**ITEM
      3.** **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





There
      have been no material changes in our market risk since December 31,
      2007.




We
      have
      Series A Redeemable convertible stock which carries a 6% dividend and is
      redeemable in May 2010. There are currently 6,549,922 shares of Series A
      outstanding These instruments are not leveraged and are held for purposes other
      than trading.




**Interest
      Rate Risk**


We
      do not
      engage in trading market risk sensitive instruments or purchasing hedging
      instruments or “other than trading” instruments that are likely to expose us to
      market risk, whether interest rate, foreign currency exchange, commodity price
      or equity price risk. We have not purchased options or entered into swaps,
      or
      forward or future contracts. We do consider that we have any significant
      exposure to interest rate variations.




**ITEM
      4.** **CONTROLS
      AND PROCEDURES**




**Evaluation
        of Disclosure Controls and Procedures**
 A t
        the end
        of the period covered by this report the Company carried out an evaluation
        under
        the supervision and with the participation of the Company’s management including
        the Company’s Chief Executive Officer and the Company’s Chief Financial Officer
        of the effectiveness of the design and operation of the Company’s disclosure
        controls and procedures (as defined in Rules 13a-15e and 15d -15-e under
        the
        Securities Exchange Act of 1934 as amended). Based on this evaluation, the
        Company’s Chief Executive Officer and the Company’s Chief Financial Officer the
        Company concluded that information is recorded, processed, summarized and
        reported within the time period 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. 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 Exchange Act) as of June
        30,
        2008, the end of the period. Following the review by our Chief Executive
        Officer
        (or acting Chief Executive Officer, as the case may be) and our Chief Financial
        Officer, each of them has determined that our disclosure controls and procedures
        are effective.





**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 has materially affected,
      or are reasonably likely to materially affect the Company's internal control
      over financial reporting.





**PART
      II - OTHER INFORMATION**




**ITEM
      1.****LEGAL
      PROCEEDINGS**





None.





16





**ITEM
      2.****CHANGES
      IN SECURITIES**





None.




**ITEM
      3.****DEFAULTS
      UPON SENIOR SECURITIES**





None.




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





None.




**ITEM
      5.****OTHER
      INFORMATION**





On
      July
      25, 2008 the company filed a Proxy statement giving notice of an Annual General
      Meeting of stockholders to be held on September 2, 2008 at 10.00am at Grannus
      Investors Advisors, Inc 1120 Avenue of the Americas Suite 4000, New York NY
      10036.




**ITEM
      6.****EXHIBITS
      AND REPORTS ON FORM 8-K**





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




**Exhibit**
            
            **Description**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.




17




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereby duly
      authorized.




**ELECTRONIC
                GAME CARD**Date
                : August 7 2008
            By:
            /s/
              Lee
              ColeLee
                ColeActing
                President and Acting Chief Executive
                Officer


Date
                    : August 7 2008
              By:
              /s/
                  Linden BoyneLinden
                    BoyneSecretary
                    / Treasurer
                  (Principal
                    Financial Officer)
  18