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

                               AMENDMENT NO. 3 TO
                                  FORM 10-QSB/A

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

               FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2005

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

                        Commission file number 000-25853

                           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)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X|  No |_|

Traditional small business disclosure format    Yes |X|     No |_|

State the number of shares outstanding of each of the issuer's classes of common
      equity, as of the latest practical date: October 30, 2005 25,325,928


<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

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


                                                  September 30,     December 31,
                                                     2005              2004
                                                  -----------       -----------
ASSETS:                                           (Unaudited)

CURRENT ASSETS:
     Cash & Cash Equivalents                      $ 6,768,803       $ 1,082,558
     Accounts Receivable                              200,738            80,250
     Deposit on Inventory                             493,182           141,800
     Value Added Tax Receivable                        31,673            46,235
     Related Party Receivable                         145,845            61,560
     Note Receivable                                    1,352           143,468
                                                  -----------       -----------

          Total Current Assets                      7,641,593         1,555,871
                                                  -----------       -----------

PROPERTY AND EQUIPMENT:
     Plant and Machinery Equipment                     23,022             7,185
     Office Equipment                                  60,927            58,987
     Furniture & Fixtures                               1,195               366
     Less: Accumulated Depreciation                   (41,459)          (25,819)
                                                  -----------       -----------
          Net Fixed Assets                             43,685            40,719
                                                  -----------       -----------

OTHER ASSETS
     Investment in Joint Venture                      994,060         1,000,000
                                                  -----------       -----------

TOTAL ASSETS                                      $ 8,679,338       $ 2,596,590
                                                  ===========       ===========


                                       2
<PAGE>


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


                                                   September 30,    December 31,
                                                       2005            2004
                                                   ------------    ------------
                                                   (Unaudited)
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts Payable                              $    456,261    $    620,736
     Accrued Payroll Liabilities                             --          41,087
     Unearned Revenue                                   255,645          62,370
                                                   ------------    ------------
          Total Current Liabilities                     711,906         724,193
                                                   ------------    ------------

NON-CURRENT LIABILITIES:
     Convertible Note Payable, net                    8,144,975              --
     Interest Payable                                   272,385              --
                                                   ------------    ------------
          Total Non-Current Liabilities               8,417,360              --
                                                   ------------    ------------

     TOTAL LIABILITIES                                9,129,266         724,193
                                                   ------------    ------------

STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
     Authorized 100,000,000 shares
     Issued 25,325,157and 24,936,928 shares at
     September 30, 2005 and December 31, 2004            25,325          24,937
Paid-In Capital                                      12,505,552      12,207,471
Stock Subscription Receivable                                --        (139,189)
Currency Translation Adjustment                        (513,178)       (513,178)
Retained Deficit                                       (157,495)       (157,495)
Deficit Accumulated During the Development Stage    (12,310,132)     (9,550,149)
                                                   ------------    ------------

     TOTAL STOCKHOLDERS'S EQUITY                      (449,928)       1,872,397
                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY        $  8,679,338    $  2,596,590
                                                   ============    ============

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


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                                      Cumulative
                                                                                                                         Since
                                                                                                                     August 8, 2002
                                                   For the Three Months Ended           For the Nine Months Ended    Inception of
                                                          September 30,                       September 30,           Development
                                                      2005            2004               2005              2004          Stage
                                                  ------------     ------------     ------------     ------------     ------------
<S>                                                        <C>              <C>              <C>              <C>              <C>
Revenue:                                          $     96,255     $         --     $    232,875     $     80,250     $    321,442
Cost of Good Sold                                       77,625               --          191,673               --          258,828
                                                  ------------     ------------     ------------     ------------     ------------
Gross Profit (Loss)                                     18,630               --           41,202           80,250           62,614
                                                  ------------     ------------     ------------     ------------     ------------

Expenses:
Selling and Marketing Expense                          134,565          270,159          284,610          621,893        1,408,654
General & Administrative                               139,746          284,092          786,528          525,207        2,021,897
Consulting Expenses                                    390,236          367,815          690,918          938,827        2,651,887
Salaries and Wages                                     222,661          166,722          592,067          629,260        1,748,395
Compensation from issuance of
Options/Warrants                                            --               --               --               --        4,099,852
                                                  ------------     ------------     ------------     ------------     ------------
Total Operating Expenses                               887,208        1,088,788        2,354,123        2,715,187       11,930,685

Loss from Operations                                  (868,578)      (1,088,788)      (2,312,921)      (2,634,937)     (11,868,071)

Other Income (Expense)
Currency Translation                                   (20,203)              --          (22,799)              --          (22,799)
Interest, Net                                         (227,103)            (801)        (424,263)           8,020         (416,496)
Settlement of Litigation                                    --               --               --               --           42,154
                                                  ------------     ------------     ------------     ------------     ------------

Net Loss from Continuing Operations
before Taxes                                        (1,115,884)      (1,089,589)      (2,759,983)      (2,626,917)     (12,265,667)

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

Net Loss from Continuing Operations                 (1,115,884)      (1,089,589)      (2,759,983)      (2,626,917)     (12,265,667)
                                                  ------------     ------------     ------------     ------------     ------------

Discontinued operations:
   Net loss from discontinued
       operations net of tax effects of $0                  --           (1,871)              --           (6,928)          (8,138)
   Loss on disposal of discontinued operations
       net of tax effects of $0                             --               --               --               --          (36,327)
                                                  ------------     ------------     ------------     ------------     ------------

Total Loss from Discontinued Operations                     --           (1,871)              --           (6,928)         (44,465)
                                                  ------------     ------------     ------------     ------------     ------------

   Net Loss                                       $ (1,115,884)    $ (1,091,460)    $ (2,759,983)    $ 92,633,845)    $(12,310,132)
                                                  ============     ============     ============     ============     ============
Basic & Diluted loss per share
Continuing operations                             $      (0.04)    $      (0.05)    $      (0.11)    $      (0.14)
Discontinued operations                                     --               --               --               --
                                                  ------------     ------------     ------------     ------------

Net loss per share basic & diluted                $      (0.04)    $      (0.05)    $      (0.11)    $      (0.14)
                                                  ============     ============     ============     ============

Weighted average shares                             25,058,968       20,676,812       25,058,968       19,396,531
                                                  ============     ============     ============     ============
</TABLE>


   The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                          Since
                                                                                      August 8, 2002
                                                        For the Nine Months Ended      Inception of
                                                              September 30,            Development
                                                          2005            2004            Stage
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ..........................................   $ (2,759,983)   $ (2,633,845)   $(12,310,132)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation ......................................         15,640          14,320          41,458
Stock Issued for Expenses .........................           --              --           114,856
Compensation for Options/Warrants .................           --              --         3,953,778
Cashless exercise of Warrants .....................           --              --           148,060
Net Loss from Discontinues Operations .............           --             6,928           8,036
Loss on Disposal of Operations ....................           --              --            36,345
Amortization of Interest Expense ..................        233,575            --           233,575
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable ........       (120,488)        (80,764)       (197,398)
(Increase) Decrease in Deposit on Inventory .......       (351,382)        (33,702)       (487,013)
(Increase) Decrease in Prepaid Expenses ...........           --           (84,759)            765
(Increase) Decrease in Value Added Tax Receiveable          14,562         (16,188)        (28,566)
Increase (Decrease) in Accounts Payable ...........       (164,474)        (56,226)        330,376
Increase (Decrease) in Accrued Payroll  Liabilities        (41,087)        (16,026)        (13,130)
Increase (Decrease) in Unearned Revenue ...........        193,275            --           252,932
Increase (Decrease) in Interest Payable ...........        272,385            --           272,385
                                                      ------------    ------------    ------------

  Net Cash Used in continuing activities ..........     (2,707,977)     (2,900,262)     (7,643,673)
  Net Cash Used in discontinued activities ........           --              --             7,124
                                                      ------------    ------------    ------------

  Net Cash Used in operating activities ...........     (2,707,977)     (2,900,262)     (7,636,549)
                                                      ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger ...........................           --              --             3,512
Purchase of Plant and Machinery Equipment .........        (15,837)           --           (21,852)
Purchase of Office Equipment ......................         (1,940)        (48,188)        (57,184)
Purchase of Furniture & Fixture ...................           (829)           (348)         (1,179)
Investment in Joint Venture .......................          5,940            --          (950,559)
                                                      ------------    ------------    ------------

  Net cash provided by investing activities .......        (12,666)        (48,536)     (1,027,262)
                                                      ------------    ------------    ------------
</TABLE>


                                       5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                          Since
                                                                                      August 8, 2002
                                                        For the Nine Months Ended      Inception of
                                                              September 30,            Development
                                                          2005            2004            Stage
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock ................        437,116       5,693,671       7,826,605
Related Party Receivable ..........................        (84,285)           --          (143,767)
Amount Loaned on Note Receivable ..................           --          (170,342)       (132,522)
Payment on Notes Receivables ......................        142,116            --           142,116
Proceeds from Related Party Payable ...............         97,500            --            97,500
Payments on Related Party Payable .................        (97,500)           --           (97,500)
Payment on Long-Term Note Payable .................           --          (953,534)       (973,068)
Proceeds from Long-Term Note Payable ..............           --            19,895         756,134
Proceeds from Convertible Note Payable ............      7,911,400            --         7,911,400
                                                      ------------    ------------    ------------

  Net Cash Provided by Financing Activities .......      8,406,347       4,589,690      15,386,898
                                                      ------------    ------------    ------------


Net (Decrease) Increase in Cash ...................      5,685,704       1,640,892       6,723,087
Foreign Exchange Effect on Cash ...................            541          15,073          45,116
Cash at Beginning of Period .......................      1,082,558           6,732            --
                                                      ------------    ------------    ------------

Cash at End of Period .............................   $  6,768,803    $  1,662,696    $  6,768,203
                                                      ============    ============    ============

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

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

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

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

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

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


                                       6
<PAGE>

                           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 September 30, 2005 and for the
three and nine month period then ended  reflect,  in the opinion of  management,
all adjustments (which include only normal recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
six months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.

Nature of Operations and Going Concern

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $12,310,132  for the period  from August 8, 2002  (inception)  to
September 30, 2005.

      The Company's future capital  requirements will depend on numerous factors
including,  but not limited to,  continued  progress in developing its products,
market  penetration  and profitable  operations from sale of its electronic game
cards.

      These  financial  statements  do not  reflect  adjustments  that  would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

      If the  Company  were  unable  to  continue  as a  "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported  amounts of its  liabilities,  the reported  expenses,  and the balance
sheet classifications used.

Organization and Basis of Presentation

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

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


                                       7
<PAGE>

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

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

      As of September 30, 2005, the Company is in the development  stage but has
begun planned principal operations.

Principals of Consolidation

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

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

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

Nature of Business

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

Concentration of Credit Risk

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

Cash and Cash Equivalents

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

Depreciation

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

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

            Plant and Machinery Equipment      3 years
            Office Equipment                   3 years

      Maintenance  and  repairs  are  charged  to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated depreciation thereon are eliminated from the property and related


                                       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)

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

      Depreciation  Expense for the nine months  ending  September  30, 2005 and
2004 were $15,640 and $14,320.

Advertising Costs

      Advertising costs are expensed as incurred. For the nine months ended June
30, 2005 and 2004, advertising costs were $284,610 and $621,853, respectively.

Revenue recognition

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

Foreign Currency Translation

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

Pervasiveness of Estimates

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

Loss per Share

      Basic loss per share has been  computed by dividing  the loss for the year
applicable to the common  stockholders by the weighted  average number of common
shares  outstanding  during the years. As of September 30, 2005, the Company had
12,769,553  option and warrants  outstanding to purchase up to 12,760,553 shares
of common stock.  However,  the effect of the Company's common stock equivalents
would  be  anti-dilutive  for  September  30,  2005  and  2004  and are thus not
considered.


                                       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)

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 ans  $3,503,438  in the United
Kingdom that may be offset against future  taxable income  through2023.  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 ha been
reported in the financial  statements because the Company believes that there is
a 50% or greater chance the carry forwards are  offset by a valuation  allowance
of the same amount.

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

Stock Compensation for Non-Employees

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

NOTE 2 - INCOME TAXES

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

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

NOTE 3 - DEVELOPMENT STAGE COMPANY

      The Company  has not begun  principal  operations  and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  as of September 30, 2005,  the Company did
not  have  significant  cash  or  other  material  assets,  nor  did it  have an
established  source of revenues  sufficient to cover its operating  costs and to
allow it to continue as a going concern.


                                       10
<PAGE>

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

NOTE 4 - NOTES RECEIVABLE

      As of September 30, 2005 and December 31, 2004, the following amounts were
owed to the Company:

                                                     September 30,  December 31,
                                                         2005         2004
                                                       --------   ------------

Note Receivable, no interest, due upon demand
   Interest imputed using the 12 month average of
   1 month libor rate of 1.544                         $  1,352     $143,468
                                                       --------     --------

Total Note Receivable                                  $  1,352     $143,468
                                                       ========     ========

NOTE 5 - RELATED PARTY TRANSACTIONS

      During the six months ended September 30, 2005 and the year ended December
31, 2004, the Company has certain  related party  receivables  due on demand and
are  non-interest  bearing.  In previous years, the Company and its subsidiaries
had borrowed  from the same  companies in excess of $1 million with little or no
interest.  As of September 30, 2005 and December 31, 2004, $145,845 and $61,560,
is still owed to the Company.

      During the six months ended September 30, 2005 and the year ended December
31, 2004,  the Company has certain  related party payables due on demand and are
non-interest  bearing.  In previous years,  the Company and its subsidiaries had
borrowed  from the same  companies  in excess of $1  million  with  little or no
interest.  As of September  30, 2005 and  December 31, 2004,  $97,500 and $0, no
liability remains.

NOTE 6 - COMMON STOCK TRANSACTIONS

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

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

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

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

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


                                       11
<PAGE>

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

NOTE 6 - COMMON STOCK TRANSACTIONS (Continued)

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

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

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

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

      From April 2005 through  June 2005 the Company  issued  240,795  shares of
common stock from warrants in exchange for $170,000 in cash.

      June 30 to September 30 the Company  issued  12,500 shares of common stock
for warrants in exchange for $12,500 in cash.

NOTE 7 - STOCK OPTIONS /WARRANTS

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

      The 2002 Equity  Compensation  Plan provides for options  equivalent up to
10% of the issued  share  capital of the  company to be  offered.  The  original
exercise  price of the  options  was  equal to one half the  price at which  the
Common Stock is issued at the first public offering,  however, subsequent to the
adoption  of the 2002 Equity  Compensation  Plan the board  determined  that the
exercise price would be issued from a range of $0.50 to $2.00 per option.  Those
eligible  to  participate  in this  plan are  entitled  to vest 25% of the stock
offered in this option for each six months of service  with the  Company.  After
vesting  the  exercise  of these  options  must be done  within ten years of the
option date. As of December 31, 2004, 1,190,000 of a total possible of 1,200,000
options  have  been  distributed.  No  further  stock  option  plans  have  been
instituted. During 2004 the Company recorded $110,700 in compensation expense in
connection  with  options  granted  pursuant to this plan.In  connection  with a
private  placement on February 20, 2004, the Company issued 3,426,875  warrants.
Each warrant is  exercisable  for a period of five years at a price of $1.00 for
one share of common stock.  The warrants were determined to have no value at the
time of their issuance.

      In addition,  on February 20, 2004, the Company issued additional warrants
as  consideration  for  assistance  in placing the common stock  pursuant to the
private placement.  The warrants were issued as follows: 1) Warrants to purchase
up to 353,750  shares of common  stock at an  exercise  price of $1.00 per share
were granted to Middlebury  Capital LLC. These were granted as compensation  for
placement  agents  for the  private  placement.  These are  exercisable  through
February 20, 2009.  2) Warrants to purchase up to 32,000  shares of common stock
at an exercise  price of $1.00 per share were  granted to  National  Securities,
Inc.  These were granted as  compensation  for  placement  agents for the common
stock. These are exercisable  through February 20, 2009. 3) Warrants to purchase
up to 200,000


                                       12
<PAGE>

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

NOTE 7 - STOCK OPTIONS /WARRANTS (Continued)

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

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

NOTE 8 - DISCONTINUED OPERATIONS

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

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

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

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

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

      Operating  results of this  discontinued  operation  for the three and six
months ended June 30, 2004 are shown separately in the accompanying consolidated
statement of operations.  The operating  results of the discontinued  operations
for the three six months ended June 30, 2004 consist of:

                                                        3 months       6 months
                                                        --------       --------

General and Administrative Expenses .............       $    194       $  4,492
Interest Expense ................................            554            565
                                                        --------       --------

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


                                       13
<PAGE>

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

NOTE 9 - SETTLEMENT OF LITIGATION INCOME

      Electronic Game Card, Ltd. was a party to a lawsuit brought in the Central
London  County  Court by a former  consultant.  The  claim  was for  arrears  of
remuneration  totaling $49,117  (27,625UK),  remuneration for six months' notice
period of $57,341  (32,250UK) to be assessed in relation to the Senior Executive
Bonus Scheme,  interest,  costs and "further or other relief" arising from EGC's
alleged  breaches  of  a  written  agreement.   In  conjunction,   EGC  filed  a
counterclaim which seeks damages in excess of $26,670 but limited to $88,900 and
interest. The claims were settled on the basis of a Consent Order dated November
13, 2004.

      As a result of the  Consent  Order the  Company  provided  payment  in the
amount of $51,734  (27,000UK).  In the  accompanying  Consolidated  Statement of
Operations  income from  settlement  of  litigation  has been  recognized in the
amount of $42,154,  which is the accruals that were  previously  booked less the
final judgement.

NOTE 10 - COMMITMENTS

      On September 1, 2004,  the Company  entered into a lease  agreement with a
related  party for  office  space in London on a one year lease  agreement.  The
terms for the agreement  required a monthly rent of $5,748 (3,000UK).  The total
minimum lease payments for the year ended December 31, 2005 is $45,984.

NOTE 11 - JOINT VENTURE

      On October 12, 2004,  the Company  entered into a joint venture  agreement
with Scientific Games International,  Inc.  ("SciGames"),  to exclusively market
and promote the Company's Electronic Game Card product worldwide to national and
state lotteries. SciGames purchased Two Million One Hundred Seventy-One Thousand
Five Hundred  Ninety-Four  (2,171,594) shares of newly-issued  common stock, par
value  $0.001  per  share of the  Company  for an  aggregate  purchase  price of
$1,085,797.50  pursuant to a subscription  agreement  dated October 12, 2004. At
the closing,  the Company  contributed One Million  Dollars  ($1,000,000) to the
joint  venture.  The closing was  completed  on November 12, 2004 when the funds
cleared into the joint venture's  account.  As of June 30, 2005 and December 31,
2004,   the  investment  in  the  joint  venture  was  $994,060  and  $1,000,000
respectively.

NOTE 12 - CONVERTIBLE PROMISSORY NOTE

      On March 24, and April 6th, 2005 the Registrant sold a total of $8,418,000
Convertible  Promissory Notes to accredited  investors in a private placement of
securities.  This note is payable  upon  written  demand which may be made on or
after March 31,  2007,  unless this note has been  converted  into shares of the
Company's  "Series A Preferred  Stock" or "Common  Stock".  The Interest rate of
this note is 6%. In connection with the  convertible  debt issuance on March 24,
2005 the company  incurred  charges in the amount of  $718,800.  These costs are
being  amortized  over the two year  life on the note and as of March  31,  2005
amortization amount that has been booked to interest expense is $74,875.

      Each  $48,000  principal  amount  of a  Convertible  Promissory  Note will
automatically   convert  into  32,000  shares  of  the  Registrant's   Series  A
Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred
Stock"),  upon the effectiveness of actions by the Registrant's  shareholders to
authorize  the Series A  Preferred  Stock.  Each share of the Series A Preferred
Stock is initially  convertible  into one (1) share of the  Registrant's  common
stock,


                                       14
<PAGE>

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

NOTE 12 - CONVERTIBLE PROMISSORY NOTE (Continued)

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


                                       15
<PAGE>


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

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

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

GENERAL

Electronic  Game Card,  Inc., is a supplier of innovative  games to the lottery,
casino,  and  promotional  industry  worldwide.  Our  lead  product  is the  EGC
GameCard,   a  unique  credit  card-sized  pocket  game  combining   interactive
capability with "instant win" excitement.  We have had revenues of $225,187 from
sales of the GameCard to one State  lottery.  The company has made losses in the
development stage since August 8, 2002 of $11,194,248.

THE COMPANY

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

The EGC GameCard was designed by us to be rich in  functionality,  customizable,
portable,   and  cost   efficient.   Each  EGC  GameCard  is  equipped   with  a
microprocessor,  random number  generator,  LCD, and power source,  and security
features protecting both the consumer and the promoter.  The EGC GameCard weighs
in at just less than one half an ounce and is approx.  3mm thick.  We have three
distinct markets for our GameCard product: the Lotteries; Casinos, and the Sales
Promotions.

LOTTERY MARKET

Lottery  operators  currently make use of paper scratch cards to give players an
"instant"  win or lose reward  experience.  Over the last several  years ways to
increase the price point of lottery  tickets have been sought by some promoters.
Consumers can currently pay as much as $20.00 per scratch card although the norm
is between $2-$5.  The EGC GameCard is a digital  evolution of the scratch card,
offering  multiple  plays and  multiple  chances  to win in a credit  card-sized
medium that is acceptable to enterprising US state Lottery operators.  Currently
sales of GameCards are taking place throughout Iowa following  successful trials
earlier in the year.  Sales to US  lotteries  have taken  longer to achieve than
expected by the management of the Company's Joint Venture with Scientific  Games
International. The principal reason for delay in ordering from interested States
appears to be the due process that needs be undertaken by each individual  State
to allow the sale of EGC GameCards to the public. For instance the GameCard need
be classified as not  offending  State laws or as being a slot machine,  and the
price increase  envisaged  needs also be approved,  and can meet resistance from
lobby  groups.  For  instance,  the  GameCard  may need to be approved  within a
distinct classification of lottery product with the appropriate state authority.
Also,  the retail  price of the  GameCard  may be subject to  approval  by State
Lottery  Commissions or other similar State  regulators.  Thus, as we approach a
State as a potential  market,  we must both negotiate with that State, work with
lobby groups who are interested in the matter, regardless of whether they oppose
or support our business, and ensure


                                       16
<PAGE>


compliance with applicable  State  regulations,  which vary from State to State.
This process, which can create delays, which we anticipate would be inconsistent
from State to State, would have some impact on costs and price. Security matters
also need close  examination.  These issues often  requiring  changes in the law
need be considered by each State and  additionally  individual  States carry out
focus trials on the Gamecard.  Nevertheless the Company has no reason to believe
that the initial  interest in the  GameCard  product  has  diminished  as active
dialogues are continuing with a number of States in a satisfactory  manner. On a
national level in the US, the most significant  regulatory  structure with which
we must work is the  National  Indian  Gaming  Commission.  This is described in
further detail under the "Indian Gaming Market" discussed below.

SALES PROMOTION MARKET

Much of the sales promotion  market consists of "giveaway" items by corporations
for  use in  loyalty  programs,  incentive  programs,  advertising,  promotions,
marketing, competitions and the like, for example a pen or squeeze ball. Another
major area is the prize and  competition  sector of sales  promotions  where the
consumer is given free entry to enter prize competitions. The EGC GameCard seeks
to  combine  these  two  attractions.  Newspapers,  magazines  and  direct  mail
solicitations offer rewards,  frequently using  scratchcards,  coupons and other
forms of entry to engage  consumers in promotional  competitions.  While our EGC
GameCard can be applied to a broad range of potential promotional opportunities,
we have  focused  our  efforts  initially  on sales  promotions  and direct mail
solicitations.  This  market has proved  disappointing  to date for the  Company
despite very strong interest shown initially by brands and advertising  agencies
and trials showing consumer  response rates being ten times or more greater than
scratchcard  offerings.  Customized games, in particular new games and ideas are
met with some fear from marketers.  New products in any market face introduction
concerns as being  first to market  with an  unproven  market is a walk into the
unknown. Customized GameCards require a minimum order value of over $100,000. In
our case,  in addition to the cost,  a  customized  GameCard  requires a 26 week
(approx.) lead time. This long lead time is another obstacle we must overcome in
order to secure large orders for customized  games.  Recognizing this issue, the
Company  adopted policy earlier in the year by which it can supply a small range
of generic  games in much smaller  quantities  with far faster  delivery  times.
These  games  which have  needed to be  developed  and tested  over the past few
months are now ready and will be promoted from the Fall of 2005 with  particular
emphasis on casino promotions where substantial  interest has been received.  We
intend  to use  this  small  range  of  generic  games  as the  basis  for  both
development and growth in this market  segment.  A trial with a major TV channel
provider is currently in progress.

INDIAN GAMING MARKET

The company received a legal Opinion from the National Indian Gaming  Commission
(NIGC) in the summer of 2005 which  classified  the EGC GameCard  product  under
Class II regulations which decision effectively remove any objection to the sale
to GameCards to consumers on Tribal lands.

As a result of this  opinion  EGC  consider  there is no barrier to  immediately
commencing sales of EGC GameCards to Indian Casino operators.  The Indian gaming
market  spend on  Tribal  lands is now in  excess  of $19  billion  a year  and,
although it is too early to anticipate the level of sales, the management of the
Company  believes this market has potential equal to the lottery market in terms
of profitability. The Company has developed specific games for this market place
in the form of pocket  slots and video poker .This market  applies  primarily to
the sale of  GameCards as gaming  devices  directly to the public in casinos and
reservations  owned and operated by Indian  Tribes,  although sales of GameCards
may also be made as sales promotion devices.


                                       17
<PAGE>

BUSINESS STRATEGY

The Company is currently  marketing the EGC GameCard to lottery promoters in the
US through its joint  venture  with  Scientific  Games  International,  Inc..  A
further  opportunity  has now opened to the  company  following  approval of our
product for sale to  consumers  on Tribal  Lands by the  NIGC.(see  above) which
opens up a substantial market place.

The XOGO  multi-play  GameCard is supported by the EGC Sales Marketing and Games
Design teams in the US and in Europe.  Previously they had worked with brands or
agencies to customize  XOGO  GameCard  applications  to each brand's  individual
goals but this has proved a costly and time  consuming  business.  A revision of
this  previous  strategy was put in place  earlier this year to develop  generic
games which do not require specific customization and consequently avoid lengthy
software  processes.  This will  allow for the sale of EGC  product  in  smaller
quantities and at greatly improved delivery times, the lack of which the Company
believes was a previous impediment to sales.

In addition to our current and planned sales team,  we are also working  closely
with strategic partners to distribute our products globally.  We typically enter
into  exclusive  contracts  with  strategic  partners for a specific  market and
geography  and  several  such  negotiations  have  been  completed  recently  in
Portugal, India, Indonesia and Thailand.

The games and gaming  market is currently  one of the fastest  growing  areas of
public interest in the world today.  by virtue of the greater  capability of the
medium of personal  computers (PC's) , and now forthcoming on mobile phones. For
example  the  success  of  American  Idol  being due to the  realization  of the
interactive use of SMS texting.  The  spectacular  global growth of peer to peer
(P2P)  poker  games  online on the  Internet in the past two years also being an
example.  Not only has this interest recently opened up opportunity for sales of
the Company's GameCard for promotional use but it opens other digital avenues in
which the Company's game design skills may be used to similar advantage in prize
and  competition  games.for  consumers,  which  can  both  complement  sales  of
Gamecards.and  potentially  offer other avenues.for sales of reward based games.
The Company has been  examining  such  opportunities  in this growth  market and
intends shortly to announce a new complementary strategy for reward based games.

RESULTS OF OPERATIONS

The company has recorded  $96,255 of revenues  this quarter and revenues for the
year to date of $232,875.  Sales and Marketing costs were $134,565 compared with
$270,159 in the  comparable  period for 2004 and $284,610 year to date compared
with $621,893 for the same period in 2004.  This reflects the  concentration  on
lottery sales development via the joint venture agreement with Scientific Games.
General and  Administration  expenses were  $139,746  compared with $284,092 and
$786,528  and  $525,207  for year to date  compared  with for the same period in
2004.  This  expense  was lower than the  comparable  period as we make  certain
economies in the period. Consultancy costs were higher at $390,236 compared with
$367,815  but  significantly  lower  year to date  $690,918  compared  with  the
previous  year $938,827  Salaries and payroll costs were $222,661  compared with
$166,722  due to  additional  technical  staff  employed  but were lower for the
comparable nine month period $592,067 compared with $629,260.in 2004.  Operating
loss  reduced   $868,578   compared   with   $1,088,788   for  the  quarter  and
$2,312,921,for the year to date compared with $2,634,937 in 2004.

FINANCIAL RESOURCES

Through April 6, 2005 the company sold $8,666,000 gross,  $7,911,200 net, of its
convertible promissory notes (the "Convertible  Promissory Notes") to accredited
investors in a private placement of securities (the "Private  Placement").  Each
$48,000  principal  amount of a Convertible  Promissory Note will  automatically
convert into 32,000 shares of the  Registrant's  Series A Convertible  Preferred
Stock, par value $0.001 per share (the "Series A Preferred  Stock").  Each share
of the Series A Preferred Stock is initially  convertible  into one (1) share of
the Registrant's  common stock, par value $0.001 per share (the "Common Stock"),
which equates to an initial conversion price of $1.50 per share of Common Stock.
Also,  the Company issued one (1) warrant (a "Warrant") to acquire one (1) share
of Series A  Preferred  Stock for every two  shares of Series A  Preferred  into
which the Convertible Promissory Notes are initially  convertible.  The Warrants
shall be  exercisable  to acquire  shares of Series A  Preferred  Stock upon the
effectiveness  of actions by the  Registrant's  shareholders  to  authorize  the
Series A Preferred Stock.  The Warrants shall be exercisable  initially at $1.85
per share of Series A  Preferred  Stock,  subject  to  adjustment,  and shall be
exercisable for a period of 5 years.


                                       18
<PAGE>

SUBSEQUENT EVENTS

The orders  placed by the Iowa and Kansas  lotteries  for the month of  November
have not been  fulfilled  due to an error  rate in the  GameCard  units that was
considered  by  the  Company's  joint  venture  partners  Scientific  Games,  in
consultation with the Iowa and Kansas lotteries,  to be above that necessary for
the success of each promotion. The Company believes the level of error rates are
below the low  percentage  rate which it is contracted  to  Scientific  Games to
deliver but has accepted  that it is necessary  for the success of the gamecards
that there should be improvements  in the quality control of future  deliveries.
Scientific   Games  and  the  Company  are  working  together  to  effect  these
improvements  in  production  and are pleased to state that both Iowa and Kansas
lotteries wish to receive new gamecards from the Company as soon as practicable.
The Company  believes that the methods of production can be readily  improved to
obtain the quality already experienced in other earlier successful deliveries to
Scientific Games and their customers and that the errors  experienced should not
re-occur disadvantageously to the Company.

The results from the G2E Gaming Show launch in the Fall of the Company's  Tribal
Numbers  GameCard  products  aimed at  Indian  casino  promoters  have  achieved
substantial   interest  and  the  Company  is  currently  in  negotiations  with
Scientific Games regarding a joint venture in this new market place.

ITEM 3.  CONTROLS AND PROCEDURES

We have restated our  accounts,  specifically  the Cash Flow  Statements to take
account of amendments to the Form 10-KSB/A for December 31, 2004, which affected
the  opening   balances.   The  foreign  currency   translation   adjustment  of
(pound)394,737 was mistakenly included in the net cash used in operations. After
discussion  with our  independent  accountants  we have  restated  our Cash Flow
statements. This restatement has caused us to review our disclosure controls and
procedures that are designed to ensure that information required to be disclosed
by us in the  reports  that we file or submit  to the  Securities  and  Exchange
Commission under the Securities Act of 1934, as amended, 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,
2005, 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, we believe that our controls and procedures are effective.


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<PAGE>


CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There  were  no  changes  in the  Company's  internal  controls  over  financial
reporting,  that  occurred  during the period  covered by this  report that have
materially  affected,  or  are  reasonably  likely  to  materially  effect,  the
Company's internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

On April 6, 2005,  the  Registrant  completed a second and final  closing of its
offering of convertible promissory notes (the "Convertible Promissory Notes") to
accredited  investors  in  a  private  placement  of  securities  (the  "Private
Placement")  previously reported on the Registrant's  Current Report on Form 8-K
filed on March 31,  2005 (the  "March 31, 2005  8-K").  The  Registrant  sold an
additional $248,000  Convertible  Promissory Notes in the final closing on April
6, 2005, making a total of $8,666,000  Convertible Promissory Notes sold, in the
aggregate, in the Private Placement.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


                                       20
<PAGE>


Exhibit
Number      Title of Document
-------     -----------------

31.1        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.

31.2        Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.

32.1        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.

32.2        Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.

                                   SIGNATURES

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

                              ELECTRONIC GAME CARD


Date: April 6, 2006           By:  /s/ Lee Cole
                                   ---------------------------------
                                   Lee Cole
                                   Acting President and Acting Chief
                                   Executive Officer


Date: April 6, 2006           By:  /s/ Linden Boyne
                                   ---------------------------------
                                   Linden Boyne
                                   Secretary / Treasurer
                                   (Principal Financial Officer)


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