UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT NO. 1 TO

FORM 10-QSB/A



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

OF 1934



FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2005



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

OF 1934



Commission file number000-25853



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

April 6, 2000

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         2,021897

Consulting Expenses                                    390,236          367,815          690,918          938,827        2,651,887

Salaries and Wages                                     221,661          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)

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

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

(Continued)

(Unaudited)



<TABLE>

<CAPTION>

Cumulative

Since

April 6, 2000

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                                         --                 --            114,959

Compensation for Options/Warrants                                 --           (424,256)         3,951,863

Cashless exercise of Warrants                                     --                 --            147,989

Foreign Currency Translation                                      --           (513,178)

Net Loss from Discontinues Operations                             --              6,928              8,138

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

Amortization of Interest Expense                             233,575                 --            233,575

Change in Operating Assets and Liabilities:

(Increase) Decrease in Accounts Receivable                  (120,488)           (80,250)          (200,738)

(Increase) Decrease in Deposit on Inventory                 (351,382)           (33,430)          (493,182)

(Increase) Decrease in Prepaid Expenses                           --            (84,305)                --

(Increase) Decrease in Value Added Tax Receivable             14,562            (16,185)           (31,673)

Increase (Decrease) in Accounts Payable                     (164,474)           (53,953)           456,262

Increase (Decrease) in Accrued Payroll Liabilities           (41,087)           (17,646)                --

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

Increase (Decrease) in Interest Payable                      193,275                 --            255,845

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

Net Cash Used in continuing activities                 (2,707,977)         (3,322,622)        (8,030,102)

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

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

Net Cash Used in operating activities                   (2,707,977)        (3,322,622)        (8,031,352)

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



CASH FLOWS FROM INVESTING ACTIVITIES:

Cash Acquired in Merger                                           --                 --              3,834

Purchase of Plant and Machinery Equipment                    (15,837)              (761)           (23,022)

Purchase of Office Equipment                                  (1,940)           (48,763)           (60,927)

Purchase of Furniture & Fixture                                 (829)              (345)            (1,195)

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

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

Net cash provided by investing activities                  (12,666)           (49,869)        (1,075,370)

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

</TABLE>



5

<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 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          6,110,257          8,114,218

Related Party Receivable                                    (84,285)          (173,796)          (145,845)

Amount Loaned on Note Receivable                                 --            (35,007)          (143,468)

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

Proceeds from Related Party Payable                          97,500             39,149             97,500

Payments on Related Party Payable

(97,500)           (97,500)

Payment on Long-Term Note Payable                                --           (932,100)          (969,407)

Proceeds from Long-Term Note Payable                             --             19,895            969,407

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

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

Net Cash Provided by Financing Activities               8,406,347          5,028,398         15,878,421

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



Net (Decrease) Increase in Cash                     $     5,685,704    $     1,655,907    $     6,771,699

Foreign Exchange Effect on Cash                                 541                 57             (2,896)

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

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

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

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



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:

Interest                                          $            --                  $    $         1,470

Income taxes                                      $            --    $            --    $           455



SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

</TABLE>



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 April 6, 2000  (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 April 6, 2000 of $11,194,248.



THE COMPANY



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

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

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

game combining interactive capability with "instant win" excitement.



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

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

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

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

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

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

Promotions.



LOTTERY MARKET



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

"instant"  win or lose reward  experience.  Over the last several  years ways to

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

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

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

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

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

sales of GameCards are taking place throughout Iowa following  successful trials

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

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

International. The principal reason for delay in ordering from interested States

appears to be the due process 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 maintain  disclosure controls and procedures that are designed to ensure that

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

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

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

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

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

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

Financial Officer,  as appropriate to allow timely decisions  regarding required

disclosure.  The  effectiveness  of our  disclosure  controls and  procedures is

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

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

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

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

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

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

reasonable assurance regarding management's control objectives.





19

<PAGE>





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

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

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

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

Securities Exchange Act of 1934) as of September 30, 2005, the end of the period

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

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

Officer concluded that our disclosure  controls and procedures were effective as

of September 30, 2005.



CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



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

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

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

Company's internal control over financial reporting.



PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None



ITEM 2. CHANGES IN SECURITIES



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

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

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

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

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

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

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

aggregate, in the Private Placement.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5. OTHER INFORMATION



None



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



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





20

<PAGE>



Exhibit

Number      Title of Document



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

2002.



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

2002.



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

2002.



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

2002.



SIGNATURES



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

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

authorized.



ELECTRONIC GAME CARD





Date: February 3, 2006             By: /s/ Lee Cole

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

Lee Cole

Acting President and Acting Chief

Executive Officer





Date: February 3, 2006             By: /s/ Linden Boyne

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

Linden Boyne

Secretary / Treasurer

(Principal Financial Officer)





21