UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                    MARK ONE

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: March 31, 2005

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934


                         Commission file number 0-25853

                           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)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: April 1, 2005 25,580,224

   Transitional Small Business Disclosure Format (check one). Yes |_|; No |X|

<PAGE>

                                     PART I

Item 1. Financial Statements


                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS


                                                  (Unaudited)
                                                   March 31,        December 31,
                                                     2005               2004
                                                  -----------       -----------
ASSETS:

CURRENT ASSETS:
     Cash & Cash Equivalents                      $ 7,937,231       $ 1,082,558
     Accounts Receivable                              154,500            80,250
     Deposit on Inventory                              72,852           141,800
     Value Added Tax Receivable                        35,162            46,235
     Related Party Receivable                         118,430            61,560
     Note Receivable                                    1,425           143,468
                                                  -----------       -----------
          Total Current Assets                      8,319,600         1,555,871

PROPERTY AND EQUIPMENT:
     Plant and Machinery Equipment                      7,185             7,185
     Office Equipment                                  62,806            58,987
     Furniture & Fixtures                                 366               366
     Less: Accumulated Depreciation                   (31,255)          (25,819)
                                                  -----------       -----------
          Net Fixed Assets                             39,102            40,719

OTHER ASSETS
     Investment in Joint Venture                      994,063         1,000,000
                                                  -----------       -----------

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


                                       3
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)


                                                   (Unaudited)
                                                     March 31,      December 31,
                                                       2005            2004
                                                   ------------    ------------
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts Payable                              $    403,669    $    620,736
     Related Party Payable                               97,500              --
     Accrued Payroll Liabilities                             --          41,087
     Unearned Revenue                                        --          62,370
                                                   ------------    ------------
          Total Current Liabilities                     501,169         724,193

NON-CURRENT LIABILITIES:
     Convertible Note Payable, net                    7,774,095              --
     Interest Payable                                     9,686              --
          Total Non-Current Liabilities               7,783,781              --
                                                   ------------    ------------
     TOTAL LIABILITIES                                8,284,950         724,193

STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
     Authorized 100,000,000 shares
     Issued 25,071,862 and 24,936,928 shares at
     March 31, 2005 and December 31, 2004                25,072          24,937
Paid-In Capital                                      12,323,304      12,207,471
Stock Subscription Receivable                                --        (139,189)
Currency Translation Adjustment                        (646,576)       (513,178)
Retained Deficit                                       (157,495)       (157,495)
Deficit Accumulated During the Development Stage    (10,476,490)     (9,550,149)
                                                   ------------    ------------

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

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

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


                                       4
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Cumulative
                                                                                   Since
                                                                                   April 6, 2000
                                                   For the Three Months Ended      Inception of
                                                           March 31,               Development
                                                      2005            2004         Stage
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
Revenue:                                           $    136,635    $     80,250    $    225,202
Cost of Good Sold                                       114,060              --         181,215
                                                   ------------    ------------    ------------
Gross Profit (Loss)                                      22,575          80,250          43,987
Expenses:
Selling and Marketing Expense                            53,436         180,361       1,177,480
General & Administrative                                611,200          80,805       1,846,569
Consulting Expenses                                      92,682         349,780       2,053,651
Salaries and Wages                                      214,142         166,722       1,370,470
Compensation from issuance of Options/Warrants               --              --       4,099,852
                                                   ------------    ------------    ------------
     Total Operating Expenses                           971,460         777,668      10,548,022

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

Other Income (Expense)
Currency Translation                                    106,905              --         106,905
Interest, Net                                           (84,361)            479         (76,594)
Settlement of Litigation                                     --              --          42,154
                                                   ------------    ------------    ------------
Net Loss from Continuing Operations before Taxes       (926,341)       (696,939)    (10,431,570)

Income Taxes                                                 --              --            (455)

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

Discontinued Operations:
     Net Loss from discontinued operations
        net of tax effects of $0                             --          (4,309)         (8,138)
     Loss on disposal of discontinued operations
        net of tax effects of $0                             --              --         (36,327)

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

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

Basic & Diluted Loss Per Share:
     Continuing Operations                         $      (0.04)                   $      (0.04)
     Discontinued Operations                                 --                              --
                                                   $      (0.04)                   $      (0.04)
Weighted Average Shares                              24,955,613                      16,838,712

</TABLE>

    The accompanying notes are an integral part of these financial statements


                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                         Since
                                                                                     April 6, 2000
                                                       For the Three Months Ended     Inception of
                                                               March 31,              Development
                                                          2005             2004          Stage
                                                     ------------------------------------------------------
<S>                                                  <C>             <C>             <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                         $   (926,341)   $   (701,248)   $(10,476,490)
                                                     ------------    ------------    ------------

    Adjustments to Reconcile Net Loss to Net
    Cash Used in Operating Activities:
    Depreciation                                            5,806          12,192          31,624
    Stock Issued for Expenses                                  --              --         114,959
    Compensation for Options/Warrants                          --              --       3,951,863
    Cashless exercise of Warrants                              --              --         147,989
    Foreign Currency Translation                               --        (115,457)       (513,178)
    Net Loss from Discontinues Operations                      --           4,309           8,138
    Loss on Disposal of Operations                             --              --          36,327
    Amortization of Interest Expense                       74,924              --          74,924
    Change in Operating Assets and Liabilities:
    (Increase) Decrease in Accounts Receivable            (75,388)        (80,250)       (155,638)
    (Increase) Decrease in Deposit on Inventoy             66,937              --         (74,863)
    (Increase) Decrease in Prepaid Expenses                    --            (186)             --
    (Increase) Decrease in Value Added Tax Receivable      10,417         (12,273)        (35,818)
    Increase (Decrease) in Accounts Payable              (208,263)       (126,626)        342,881
    Increase (Decrease) in Accrued Payroll Liabilitie     (40,504)         42,375             583
    Increase (Decrease) in Unearned Revenue               (61,486)             --             884
    Increase (Decrease) in Interest Payable                 9,686              --           9,686
                                                     ------------    ------------    ------------
      Net Cash Used in continuing activities           (1,144,212)       (977,164)     (6,536,129)
      Net Cash Used in discontinued activities                 --              --          (1,250)
                                                     ------------    ------------    ------------
      Net Cash Used in operating activities            (1,144,212)       (977,164)     (6,537,379)
                                                     ------------    ------------    ------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash Acquired in Merger                                    --              --           3,834
    Purchase of Plant and Machinery Equipment                  --              --          (7,185)
    Purchase of Office Equipment                           (4,656)        (35,889)        (63,643)
    Purchase of Furniture & Fixture                            --              --            (366)
    Investment in Joint Venture                             8,245              --        (991,755)
                                                     ------------    ------------    ------------
      Net cash provided by investing activities             3,589         (35,889)     (1,059,115)
                                                     ------------    ------------    ------------
</TABLE>


                                       6
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Cumulative
                                                                                    since
                                                                                    April 6,
                                                                                    2000
                                                      For the Three Months Ended    Inception of
                                                               March 31,            Development
                                                        2005            2004        Stage
                                                    ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                      <C>           <C>             <C>
Proceeds from Sale of Common Stock                       115,771       6,110,266       7,980,110
Amount Loaned on Related Party Receivable                (57,744)             --        (119,304)
Amount Loaned on Note Receivable                              --         (16,316)       (143,468)
Payment on Notes Receivables                             140,009              --         140,009
Proceeds from Related Party Payable                       97,500              --          97,500
Payment on Long-Term Note Payable                             --      (1,030,086)       (969,407)
Proceeds from Long-Term Note Payable                          --          12,482         848,174
Proceeds from Convertible Note Payable                 7,699,219              --       7,699,219
                                                    ------------    ------------    ------------
  Net Cash Provided by Financing Activities            7,994,755       5,076,346      15,532,833
                                                    ------------    ------------    ------------

Net (Decrease) Increase in Cash                     $  6,854,132    $  4,063,293    $  7,936,339
Foreign Exchange Effect on Cash                              541             100          (2,697)
Cash at Beginning of Period                            1,082,558           6,732              --
                                                    ------------    ------------    ------------
Cash at End of Period                               $  7,937,231    $  4,070,125    $  7,933,642
                                                    ============    ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                          $         --    $         --    $      1,470
  Income taxes                                      $         --    $         --    $        455
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         On May 5, 2003, the Company acquired in a reverse acquisition of
Electronic Game Card Marketing $1,735 in cash, accounts payable of $69,646 and a
long-term note payable of $121,233, in exchange for all of the Company's
outstanding common stock.

         On December 5, 2003, the Company acquired in a reverse acquisition of
Scientific Energy, Inc. $2,099 in cash, technology valued at $50,000, accounts
payable of $5,595 and a note payable to a shareholder of $1,095.

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

         During 2004, the Company issued 75,892 shares of stock in exchange for
the cashless exercise of warrants. In connection with this cashless exercise the
Company recorded compensation in the amount of $147,913.

         During 2004, the Company issued options and warrants with an exercise
price below fair market value as a result the Company has recorded Compensation
in the amount of $3,951,863.

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


                                       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 March 31, 2004 and for the
three month period then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three
months. Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

Nature of Operations and Going Concern

         The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.

         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 $10,476,490 for the period from April 6, 2000 (inception) to March
31, 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.


                                       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)

Organization and Basis of Presentation

         The Company was incorporated under the laws of the United Kingdom on
April 6, 2000, under the name of Electronic Game Card, Ltd. Until 2002, the
Company remained dormant and had no operations. On May 5, 2003, the Company
entered into an agreement whereby it acquired 100% of the outstanding stock of
Electronic Game Card Marketing, a Delaware Company.

         On December 5, 2003, the Company acquired 100% of the outstanding stock
of the Electronic Game Card, Inc. (Nevada) in a reverse acquisition. At this
time, a new reporting entity was created and the name of the Company was changed
to Electronic Game Card, Inc.

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

Principals of Consolidation

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

      o     Electronic Game Card, Inc. ( Nevada Corporation)
      o     Electronic Game Card, Ltd. (United Kingdom Corporation)
      o     Electronic Game Card Marketing (A Delaware Corporation)

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

Nature of Business

         The Company plans to engage in the development, marketing, sale and
distribution of recreational electronic software which primarily targeted
towards lottery and sales promotion markets through its Great Britain
subsidiary.


                                       9
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentration of Credit Risk

         The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Depreciation

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

 Asset                            Rate
-----------------------------   -------

Plant and Machinery Equipment   3 years
Office Equipment                3 years

         Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

         Depreciation Expense for the three months ending March 31, 2005 and
2004 were $5,806 and $12,192.

Advertising Costs

         Advertising costs are expensed as incurred. For the three months ended
March 31, 2005 and 2004, advertising costs were $53,436 and $180,361,
respectively.


                                       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)

Revenue recognition

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

Foreign Currency Translation

         The Company's functional currency is the British Pound and the
reporting currency is the U.S. Dollar. All elements of financial statements are
translated using a current exchange rate. For assets and liabilities, the
exchange rate at the balance sheet date is used. Stockholders' Equity is
translated using the historical rate. For revenues, expenses, gains and losses
the weighted average exchange rate for the period is used. Translation gains and
losses are included as a separate component of stockholders' equity. Gain and
losses resulting from foreign currency transactions are included in net income.

Pervasiveness of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Loss per Share

         Basic loss per share has been computed by dividing the loss for the
year applicable to the common stockholders by the weighted average number of
common shares outstanding during the years. As of March 31, 2005, the Company
had 13,101,143 option and warrants outstanding to purchase up to 13,101,143
shares of common stock. However, the effect of the Company's common stock
equivalents would be anti-dilutive for March 31, 2005 and 2004 and are thus not
considered.

Income Taxes

         The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.


                                       11
<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)

Stock Compensation for Non-Employees

         The Company accounts for the fair value of its stock compensation
grants for non-employees in accordance with FASB Statement 123. The fair value
of each grant is equal to the market price of the Company's stock on the date of
grant if an active market exists or at a value determined in an arms length
negotiation between the Company and the non-employee.

NOTE 2 - INCOME TAXES

         The Company is subject to income taxes in the United States of America,
United Kingdom, and the state of New York. As of December 31, 2004, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $6,308,687 in the United States and $3,503,438 in the United
Kingdom that may be offset against future taxable income through 2023. Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements, because the Company believes there is
a 50% or greater chance the carry-forwards will expire unused. Accordingly, the
potential tax benefits of the loss carry-forwards are offset by a valuation
allowance of the same amount.

         For the years ending December 31, 2004 and 2003 income tax expense was
$0 and $455.

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, as of March 31, 2005, the Company did not
have significant cash or other material assets, nor did it have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.


                                       12
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 4 - NOTES RECEIVABLE

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

                                                    March 31,  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                      $  1,425   $143,468
                                                    --------   --------

Total Note Receivable                               $  1,425   $143,468
                                                    ========   ========

NOTE 5 - RELATED PARTY TRANSACTIONS

         During the three months ended March 31, 2005 and the year ended
December 31, 2004, the Company has certain related party receivables due on
demand and are non-interest bearing. In previous years, the Company and its
subsidiaries had borrowed from the same companies in excess of $1 million with
little or no interest. As of March 31, 2005 and December 31, 2004, $118,430 and
$61,560, is still owed to the Company.

         During the three months ended March 31, 2005 and the year ended
December 31, 2004, the Company has certain related party payables due on demand
and are non-interest bearing. In previous years, the Company and its
subsidiaries had borrowed from the same companies in excess of $1 million with
little or no interest. As of March 31, 2005 and December 31, 2004, $97,500 and
$0, is still owed by the Company.

NOTE 6- COMMON STOCK TRANSACTIONS

         On August 2, 2002, the Company issued 99 shares at 1.00 British Pound
or the equivalent of $1.60, these shares were later forward split to 12,696,595
shares in connection with the acquisition of Scientific Energy and it was
recorded by $12,539 credit to common stock of and a debit to retained earnings
of $12,539. All references to stock reflect the stock split.

         On December 5, 2003, an additional 1,126,467 shares were issued to the
previous owners of Scientific Energy, Inc. and for the conversion of a note
payable of $31,344.

NOTE 6- COMMON STOCK TRANSACTIONS (Continued)

         On February 20, 2004, the Company issued 6,853,750 common shares and
3,426,875 warrants for $1.00 per share.

         On October 12, 2004 the Company entered into a subscription agreement
with Scientific Games internantional, Inc. to purchased Two Million One Hundred
Seventy-One Thousand Five Hundred Ninety-Four (2,171,594) shares of newly-issued
common stock, par value $0.001 per share of the Company for an aggregate
purchase price of $1,085,797.50.

                                       13
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

         During 2004 the Company issued 419,558 shares of common stock from
warrants in exchange for $343,666 in cash.

         During 2004 the Company issued 380,164 shares of common stock from the
execution of options in exchange for $463,974 in cash.

         During 2004 the Company issued 1,174,000 shares of common stock for
private placement fundraising services.

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

         During 2005 the Company issued 134,934 shares of common stock from
warrants in exchange for $115,833 in cash.

NOTE 7 - STOCK OPTIONS /WARRANTS

         The Company has adopted a stock compensation plan entitled the 2002
Equity Compensation Plan. Pursuant to this 2002 Equity Compensation Plan, grants
of shares can be made to(i) designated employees of Electronic Game Card Inc.
(the "Company") and its subsidiaries including Electronic Game Card Ltd, (ii)
certain advisors who perform services for the Company or its subsidiaries and
(iii) non-employee members of the Board of Directors of the Company (the
"Board") with the opportunity to receive grants of incentive stock options,
nonqualified options, share appreciation rights, restricted shares, dividend
equivalent rights and cash awards. The Company believes that the Plan will
encourage the participants to contribute materially to the growth of the
Company, thereby benefiting the Company's shareholders, and will align the
economic interests of the participants with those of the shareholders.


NOTE 7 - STOCK OPTIONS /WARRANTS (Continued)

         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

                                       14
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

agents for the common stock. These are exercisable through February 20, 2009. 3)
Warrants to purchase up to 200,000 shares of common stock at an exercise price
of $1.00 per share were granted to First Securities USA, Inc. These were granted
as compensation for placement agents for the common stock. These are exercisable
through February 20, 2009. 4) Warrants to purchase up to 86,250 shares of common
stock at an exercise price of $1.00 per share were granted to IQ Ventures. These
were granted as compensation for placement agents for the common stock. These
are exercisable through February 20, 2009.

         The company has agreed that warrant holders could elect to convert
their warrants by a cashless exercise. This provision permits the warrant holder
to cancel one half of the warrants at the then current share price to receive
the balance of the warrants in Common Stock without payment to the company. In
2004 the Company has recorded $3,961,072 in compensation expense in connection
with the granting and cashless provision of the warrants detailed above.

NOTE 8 - DISCONTINUED OPERATIONS

         On December 5, 2003, the Company entered into an agreement with
Scientific Energy, Inc. (Utah), that upon completion, 100% (20,000,000 shares)
of the Scientific Energy's shares would be returned, and the Company would cease
to be a wholly owned subsidiary of Electronic Game Card, Inc. On November 30,
2004, the Company completed the disposal of the discontinued operations.

         The assets and liabilities of Scientific Energy, Inc. (Utah) to be
disposed of consisted of the following:

                                                                    November 30,
                                                                           2004
                                                                 ---------------

Cash                                                             $            40
Intangibles                                                               50,000
                                                                 ---------------
Total Assets                                                              50,040
                                                                 ---------------

Accounts Payable                                                          11,978
Income Tax Payable                                                           100
Shareholder Loan                                                           1,635
                                                                 ---------------
Total Liabilities                                                         13,713
                                                                 ---------------

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

         Operating results of this discontinued operation for the three months
ended March 31, 2004 are shown separately in the accompanying consolidated
statement of operations. The operating results of the discontinued operations
for the three months ended March 31, 2004 consist of:


General and Administrative Expenses                             $         4,298
Interest Expense                                                             11
                                                                ---------------

Net Loss                                                        $        (4,309)

                                       15
<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 accurals 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 March 31, 2005 and December 31,
2004, the investment in the joint venture was $994,063 and $1,000,000
respectively.


NOTE 12 - CONVERTIBLE PROMISSORY NOTE

         On March 24, 2005, the Registrant sold $8,418,000 Convertible
Promissory Notes to accredited investors in a private placement of securities.
This note is payable upon written demand which may be made on or after March 31,
2007, unless this note has been converted into shares of the Company's "Series A
Preferred Stock" or "Common Stock". The Interest rate of this note is 6%.

         In connection with the convertible debt issuance on March 24, 2005 the
company incurred charges in the amount of $718,800. These costs are being
amortized over the two year life on the note and as of March 31, 2005
amortization amount that has been booked to interest expense is $74,875.

         Each $48,000 principal amount of a Convertible Promissory Note will
automatically convert into 32,000 shares of the Registrant's Series A
Convertible Preferred Stock, par value $0.001 per share (the

                                       16
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

"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).

NOTE 13 - SUBSEQUENT EVENTS

         On April 6, 2005, the Registrant sold $248,000 Convertible Promissory
Notes to accredited investors in a private placement of securities. Each $48,000
principal amount of a Convertible Promissory Note will automatically convert
into 32,000 shares of the Registrant's Series A Convertible Preferred Stock, par
value $0.001 per share (the "Series A Preferred Stock"), upon the effectiveness
of actions by the Registrant's shareholders to authorize the Series A Preferred
Stock. Each share of the Series A Preferred Stock is initially convertible into
one (1) share of the Registrant's common stock, par value $0.001 per share (the
"Common Stock"), which equates to an initial conversion price of $1.50 per share
of Common Stock. The Convertible Promissory Notes may be converted, at the
purchaser's discretion, directly into Common Stock on an
as-converted-into-Series-A-Preferred-Stock basis, whether or not the Series A
Preferred Stock is authorized and issued, and are immediately convertible for
such purpose. Consequently, each Convertible Promissory Note is convertible
ultimately into an aggregate of 32,000 shares of Common Stock. Also, the
Registrant issued one (1) warrant (a "Warrant") to acquire one (1) share of
Series A Preferred Stock for every two shares of Series A Preferred into which
the Convertible Promissory Notes are initially convertible. The Warrants shall
be exercisable to acquire shares of Series A Preferred Stock upon the
effectiveness of actions by the Registrant's shareholders to authorize the
Series A Preferred Stock. The Warrants shall be exercisable initially at $1.85
per share of Series A Preferred Stock, subject to adjustment, and shall be
exercisable for a period of 5 years. In addition, at the option of the holder,
each Warrant is also immediately exercisable directly to acquire, instead of
shares of Series A Preferred Stock, shares of Common Stock on an
as-converted-from-Series-A-Preferred-Stock basis, whether or not the Series A
Preferred Stock is ever authorized or issued. Unexercised Warrants shall expire
earlier upon notice by the Company to the holders of the Warrants following any
consecutive 30-day trading period during which the Common Stock trades on its
principal market at a price at or above three (3) times the then applicable
exercise price with average daily volume of at least 100,000 shares (subject to
adjustment of such trading

                                       17
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

volume threshold in the event of stock splits, reverse stock splits, stock
dividends, recapitalizations or similar events).

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

The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-QSB.

GENERAL

Electronic Game Card, Inc., is a supplier of innovative gaming devices to the
lottery and promotional industry worldwide. Our lead product is the EGC
GameCard, a revolutionary credit card-sized pocket game combining interactive
capability with "instant win" excitement. We had revenues $136,620 for the
period of this report and we incurred net losses of $622,612.

THE COMPANY

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

The EGC GameCard was designed by us to be rich in functionality, customizable,
extremely portable, and relatively inexpensive. Each EGC GameCard includes a
microprocessor, LCD, and long life power source, as well as state of the art
security features protecting both the consumer and the promoter. Our EGC
GameCard weighs in at just less than one half an ounce and is only 3mm thick. We
have two distinct markets for our GameCard product: the Lottery market and the
Sales Promotion market.

LOTTERY MARKET

Lottery operators currently make use of paper scratch cards to give players an
"instant" win or lose reward experience. This "instant" market currently
attracts approximately $30 billion (22%) of the total worldwide lottery gaming
market estimated at $140 billion. 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. Consumers currently pay as much as
$30.00 per scratch card for this type of player experience. We believe our EGC
GameCard is the next evolution of the scratch card, offering multiple plays and
multiple chances to win in a credit card-sized medium that is within the pricing
parameters of state lottery operators.


SALES PROMOTION MARKET

The sales promotion market consists broadly of "giveaways" by corporations for
use in loyalty programs, incentive programs, advertising, promotions, marketing,
competitions and the like. The market for promotional items is extremely large
and is estimated at $100 billion worldwide. 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

                                       18
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                                  (Unaudited)

range of potential promotional opportunities, we have focused our efforts
initially on sales promotions and direct mail solicitations.

BUSINESS STRATEGY

The Company is now marketing the EGC GameCard to buyers and has a joint venture
with Scientific Games International, Inc., for the exclusive, global
distribution of EGC GameCard's to the lottery industry. We intend to establish
additional distribution agreements in the future to supplement the planned
growth of our own sales and marketing resources.

We believe that we have the opportunity to become a leading business providing
an innovative gaming, platform technology servicing the sales promotion and
lottery markets in the next five years if we successfully execute our growth
strategy.

The XOGO multi-play GameCard is supported by the EGC Sales Marketing and Games
Design teams in the US and in Europe, who work with brands or agencies to
customize the many XOGO GameCard applications to each brand's individual goals.
The teams advise on the most appropriate means of promotion from the XOGO games
portfolio.

In addition to our current and planned sales team, we are also working closely
with strategic partners to distribute our products. We typically enter into
exclusive contracts with our strategic partners for a specific market and
geography.

RESULTS OF OPERATIONS

The company recorded revenues of $136,620 Sales and Marketing costs were
$292,048 compared with $180,361 in the comparable period for 2004, General and
Administration $84,636 compared with247,527 and Consultancy $268,373 compared
with 349,780. Operating loss was reduced to $622,612 compared with $697,418 for
the comparable period in 2004.

ITEM 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have, as of the end of
the period covered by this Report, reviewed our process of gathering, analyzing
and disclosing information that is required to be disclosed in our periodic
reports (and information that, while not required to be disclosed, may bear upon
the decision of management as to what information is required to be disclosed)
under the Exchange Act of 1934, including information pertaining to the
condition of, and material developments with respect to, our business,
operations and finances. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that our process provides for timely
collection and evaluation of information that may need to be disclosed to
investors.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in the Company's internal controls over
financial reporting that

                                       19
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                                  (Unaudited)

occurred during the quarter ended March 31, 2005, that have materially affected,
or are reasonably likely to materially affect our internal control over
financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

Exhibit
Number      Title of Document

31.1        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.
31.2        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.
32.1        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.
32.2        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.


                                       20
<PAGE>

(b) Reports on Form 8-K filed.

                    Entry into a Material Definitive Agreement filed 03.24.05


                                   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: May 14, 2005             By: /s/ John  R  Bentley
                                   --------------------------------
                                   John R Bentley
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)


Date: May 14, 2005             By: /s/ Linden Boyne
                                   --------------------------------
                                   Linden Boyne
                                   Secretary / Treasurer
                                   (Principal Financial Officer)



                                       21