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

                               AMENDMENT NO. 5 TO
                                  FORM 10-QSB/A

                                    MARK ONE

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

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2005

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

                         COMMISSION FILE NUMBER000-25843

                           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
 Incorporation or organization)                         Identification Number)

                 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 [ ]

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: June 2, 2005 - 25,580,224


<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

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


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

CURRENT ASSETS:


     Cash & Cash Equivalents ...............      $ 7,934,102       $ 1,082,558
     Accounts Receivable ...................          154,500            80,250
     Deposit on Inventory ..................           72,852           141,800
     Prepaid Expenses ......................          294,160              --
     Value Added Tax Receivable ............           33,373            46,235
     Related Party Receivable ..............          117,702            61,560
     Note Receivable .......................            1,352           143,468
                                                  -----------       -----------
          Total Current Assets .............        8,608,041         1,555,871

PROPERTY AND EQUIPMENT:
     Plant and Machinery Equipment .........            6,723             7,185
     Office Equipment ......................           61,374            58,987
     Furniture & Fixtures ..................              343               366
     Less: Accumulated Depreciation ........          (30,197)          (25,819)
                                                  -----------       -----------
          Net Fixed Assets .................           38,243            40,719

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

TOTAL ASSETS ...............................      $ 9,640,344       $ 2,596,590
                                                  ===========       ===========


                                       2
<PAGE>


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



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

CURRENT LIABILITIES:
     Accounts Payable ..........................   $    394,899    $    620,736
     Related Party Payable .....................         97,500            --
     Accrued Payroll Liabilities ...............           --            41,087
     Unearned Revenue ..........................           --            62,370
                                                   ------------    ------------
          Total Current Liabilities ............        492,399         724,193

NON-CURRENT LIABILITIES:
     Convertible Note Payable, net .............      7,774,075            --
     Interest Payable ..........................          9,686            --
                                                   ------------    ------------
          Total Non-Current Liabilities ........      7,783,761            --
                                                   ------------    ------------

     TOTAL LIABILITIES .........................      8,276,160         724,193
                                                   ------------    ------------

STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
     Authorized 100,000,000 shares
     Issued 25,071,862 and 24,936,928 shares at
     March 31, 2005 and December 31, 2004 ......         25,072          24,937
Paid-In Capital ................................     12,323,304      12,207,471
Stock Subscription Receivable ..................           --          (139,189)
Currency Translation Adjustment ................       (513,178)       (513,178)
Retained Deficit ...............................       (157,495)       (157,495)
Deficit Accumulated During the
     Development Stage .........................    (10,313,519)     (9,550,149)
                                                   ------------    ------------

     TOTAL STOCKHOLDERS'S EQUITY ...............      1,364,184       1,872,397
                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY ....   $  9,640,344    $  2,596,590
                                                   ============    ============


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


                                       3
<PAGE>


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


<CAPTION>
                                                                                  Cumulative
                                                                                    Since
                                                                                August 8, 2002
                                                  For the Three Months Ended     Inception of
                                                          March 31,              Development
                                                     2005            2004           Stage
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Revenue: .....................................   $    136,620    $     80,250    $    225,187
Cost of Good Sold ............................        114,048            --           181,203
                                                 ------------    ------------    ------------
Gross Profit (Loss) ..........................         22,572            --            43,984
                                                 ------------    ------------    ------------
Expenses:
Selling and Marketing Expense ................         53,072         180,361       1,177,116
General & Administrative .....................        324,370          80,805       1,559,739
Consulting Expenses ..........................         92,682         349,780       2,053,651
Salaries and Wages ...........................        214,142         166,722       1,370,470
Compensation from issuance of
   Options/Warrants ..........................           --              --         4,099,852
                                                 ------------    ------------    ------------
     Total Operating Expenses ................        684,266         777,668      10,260,828
                                                 ------------    ------------    ------------

     Loss from Operations ....................       (661,694)       (697,418)    (10,216,844)
                                                 ------------    ------------    ------------

Other Income (Expense)
Currency Translation .........................        (17,376)           --           (17,376)
Interest, Net ................................        (84,300)            479         (76,533)
Settlement of Litigation .....................           --              --            42,154
                                                 ------------    ------------    ------------
Net Loss from Continuing Operations
   before Taxes ..............................       (763,370)       (696,939)    (10,268,599)

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

     Net Loss from Continuing Operations .....       (763,370)       (696,939)    (10,269,054)
                                                 ------------    ------------    ------------

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

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

     Net Loss ................................   $   (763,370)   $   (701,248)   $(10,313,519)
                                                 ============    ============    ============

Basic & Diluted Loss Per Share:
     Continuing Operations ...................   $      (0.03)   $      (0.04)
     Discontinued Operations .................           --              --
                                                 ------------    ------------
                                                 $      (0.03)   $      (0.04)
                                                 ============    ============

Weighted Average Shares ......................     24,955,613      16,838,712
                                                 ============    ============
</TABLE>


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


                                       4
<PAGE>


<TABLE>
                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)

<CAPTION>
                                                                                       Cumulative
                                                                                         Since
                                                                                     August 8, 2002
                                                      For the Three Months Ended      Inception of
                                                               March 31,              Development
                                                         2005            2004            Stage
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss .........................................   $   (763,370)   $   (701,248)   $(10,313,519)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation .....................................          4,378          12,192          30,196
Stock Issued for Expenses ........................           --              --           114,959
Compensation for Options/Warrants ................           --              --         3,953,778
Cashless exercise of Warrants ....................           --              --           148,060
Net Loss from Discontinues Operations ............           --             4,310           8,036
Loss on Disposal of Operations ...................           --              --            36,345
Amortization of Interest Expense .................         74,875            --            74,875
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable .......        (74,250)        (80,217)       (151,160)
(Increase) Decrease in Deposit on Inventory ......         68,948            --           (66,683)
(Increase) Decrease in Prepaid Expenses ..........       (294,160)           --          (293,395)
(Increase) Decrease in Value Added Tax Receivable          12,862         (12,148)        (30,266)
Increase (Decrease) in Accounts Payable ..........       (225,837)       (134,110)        269,013
Increase (Decrease) in Accrued Payroll Liabilities        (41,087)         42,122         (13,130)
Increase (Decrease) in Unearned Revenue ..........        (62,370)           --            (2,713)
Increase (Decrease) in Interest Payable ..........          9,686            --             9,686
                                                     ------------    ------------    ------------
  Net Cash Used in continuing activities .........     (1,290,325)       (869,099)     (6,225,918)
  Net Cash Used in discontinued activities .......           --              --             7,124
                                                     ------------    ------------    ------------
  Net Cash Used in operating activities ..........     (1,290,325)       (869,099)     (6,218,794)
                                                     ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger ..........................           --              --             3,512
Purchase of Plant and Machinery Equipment ........           --              --            (6,015)
Purchase of Office Equipment .....................         (1,902)        (35,973)        (57,146)
Purchase of Furniture & Fixture ..................           --              --              (350)
Investment in Joint Venture ......................          5,940            --          (950,559)
                                                     ------------    ------------    ------------
  Net cash provided by investing activities ......          4,038         (35,973)     (1,010,558)
                                                     ------------    ------------    ------------
</TABLE>


                                       5
<PAGE>


<TABLE>
                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)

<CAPTION>
                                                                                      Cumulative
                                                                                        since
                                                                                      August 8,
                                                                                        2002
                                                     For the Three Months Ended      Inception of
                                                              March 31,              Development
                                                        2005            2004            Stage
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock ..............   $    254,960    $  6,056,113    $  7,644,449
Amount Loaned on Related Party Receivable .......        (56,142)           --          (114,944)
Amount Loaned on Note Receivable ................           --          (152,685)       (132,522)
Payment on Notes Receivables ....................        142,116            --           142,116
Proceeds from Related Party Payable .............         97,500            --            97,500
Payment on Long-Term Note Payable ...............           --          (922,967)       (973,068)
Proceeds from Long-Term Note Payable ............           --            12,482         756,134
Proceeds from Convertible Note Payable ..........      7,699,200            --         7,699,200
                                                    ------------    ------------    ------------
  Net Cash Provided by Financing Activities .....      8,137,634       4,992,943      15,118,865
                                                    ------------    ------------    ------------

Net (Decrease) Increase in Cash .................   $  6,851,347    $  4,087,871    $  7,889,513
Foreign Exchange Effect on Cash .................            197         (24,478)         44,589
Cash at Beginning of Period .....................      1,082,558           6,732            --
                                                    ------------    ------------    ------------
Cash at End of Period ...........................   $  7,934,102    $  4,070,125    $  7,934,102
                                                    ============    ============    ============

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 March 31, 2005 and for the
three  month  period  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

NATURE OF OPERATIONS AND GOING CONCERN

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $10,313,519  for the period  from August 8, 2002  (inception)  to
March 31, 2005.

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

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

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


                                       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)

ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

PRINCIPALS OF CONSOLIDATION

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

         o        Electronic Game Card, Inc. (Nevada Corporation)

         o        Electronic Game Card, Ltd. (United Kingdom Corporation)

         o        Electronic Game Card Marketing (A Delaware Corporation)

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

NATURE OF BUSINESS

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


                                       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)

CONCENTRATION OF CREDIT RISK

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

CASH AND CASH EQUIVALENTS

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

DEPRECIATION

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

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

         Plant and Machinery Equipment             3 years
         Office Equipment                          3 years

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

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

ADVERTISING COSTS

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


                                       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)

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 March 31, 2005, the Company
had  13,101,143  option and warrants  outstanding  to purchase up to  13,101,143
shares of common  stock.  However,  the  effect of the  Company's  common  stock
equivalents  would be anti-dilutive for March 31, 2005 and 2004 and are thus not
considered.

INCOME TAXES

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


                                       10
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

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

STOCK COMPENSATION FOR NON-EMPLOYEES

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

NOTE 2 - INCOME TAXES

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

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

NOTE 3 - DEVELOPMENT STAGE COMPANY

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


                                       11
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 4 - NOTES RECEIVABLE

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

                                                          March 31, December 31,
                                                            2005         2004
                                                         ----------   ----------

Note Receivable, no interest, due upon demand
   Interest imputed using the 12 month average
   of 1 month libor rate of 1.544 ..................     $    1,425   $  143,468
                                                         ----------   ----------

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

NOTE 5 - RELATED PARTY TRANSACTIONS

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

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

NOTE 6- COMMON STOCK TRANSACTIONS

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

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


                                       12
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 6- COMMON STOCK TRANSACTIONS (CONTINUED)

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

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

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

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

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

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

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

NOTE 7 - STOCK OPTIONS /WARRANTS

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


                                       13
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 7 - STOCK OPTIONS /WARRANTS (CONTINUED)

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

         In  connection  with a private  placement  on February  20,  2004,  the
Company issued 3,426,875  warrants.  Each warrant is exercisable for a period of
five years at a price of $1.00 for one share of common stock.  The warrants were
determined to have no value at the time of their issuance.

         In  addition,  on February  20,  2004,  the Company  issued  additional
warrants as consideration for assistance in placing the common stock pursuant to
the private  placement.  The  warrants  were  issued as follows:  1) Warrants to
purchase up to 353,750  shares of common stock at an exercise price of $1.00 per
share were granted to Middlebury Capital LLC. These were granted as compensation
for placement agents for the private  placement.  These are exercisable  through
February 20, 2009.  2) Warrants to purchase up to 32,000  shares of common stock
at an exercise  price of $1.00 per share were  granted to  National  Securities,
Inc.  These were granted as  compensation  for  placement  agents for the common
stock. These are exercisable  through February 20, 2009. 3) Warrants to purchase
up to 200,000  shares of common  stock at an  exercise  price of $1.00 per share
were granted to First  Securities  USA, Inc. These were granted as  compensation
for  placement  agents  for the  common  stock.  These are  exercisable  through
February 20, 2009.  4) Warrants to purchase up to 86,250  shares of common stock
at an exercise price of $1.00 per share were granted to IQ Ventures.  These were
granted as  compensation  for placement  agents for the common stock.  These are
exercisable through February 20, 2009.

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


                                       14
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 8 - DISCONTINUED OPERATIONS

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

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

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

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

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

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

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


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

         Net Loss ......................................       $   (4,309)
                                                               ==========


                                       15
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 9 - SETTLEMENT OF LITIGATION INCOME

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

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

NOTE 10 - COMMITMENTS

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

NOTE 11 - JOINT VENTURE

         On October 12, 2004, the Company entered into a joint venture agreement
with Scientific Games International,  Inc.  ("SciGames:),  to exclusively market
and promote the Company's Electronic Game Card product worldwide to national and
state lotteries. SciGames purchased Two Million One Hundred Seventy-One Thousand
Five Hundred  Ninety-Four  (2,171,594) shares of newly-issued  common stock, par
value  $0.001  per  share of the  Company  for an  aggregate  purchase  price of
$1,085,797.50  pursuant to a subscription  agreement  dated October 12, 2004. At
the closing,  the Company  contributed One Million  Dollars  ($1,000,000) to the
joint  venture.  The closing was  completed  on November 12, 2004 when the funds
cleared into the joint venture's  account.  As of June 30, 2005 and December 31,
2004,   the  investment  in  the  joint  venture  was  $994,063  and  $1,000,000
respectively.


                                       16
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 12 - CONVERTIBLE PROMISSORY NOTE

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

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

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


                                       17
<PAGE>


                           ELECTRONIC GAME CARD, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                                   (Unaudited)

NOTE 12 - CONVERTIBLE PROMISSORY NOTE (CONTINUED)

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


                                       18
<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  gaming devices to the
lottery  and  promotional  industry  worldwide.  Our  lead  product  is the  EGC
GameCard,  a revolutionary  credit card-sized pocket game combining  interactive
capability  with  "instant  win"  excitement.  We had revenues  $136,620 for the
period of this report and we incurred net losses of $622,612.

THE COMPANY

Electronic Game Card, Inc.  (referred to as "EGC", "us", "we" or "Company") is a
supplier of innovative  gaming devices to the lottery and  promotional  industry
worldwide.  Our  lead  product  is the  EGC  GameCard,  a  revolutionary  credit
card-sized  pocket game  combining  interactive  capability  with  "instant win"
excitement.  We design and supply an  innovative  "instant" win gaming device to
the lottery industry marketed under the name of Electronic  GameCard.  The shape
of a  pocket  game is  approximately  the size of a  credit  card  and  operated
electronically by touch incorporating a microchip and LCD screen showing numbers
or icons. Secondary markets with considerable potential for the Company's reward
based  games  products,  e.g.  the  "GameCard",  include  the  sales  promotions
industry,  in the  area of  prize  and  competition  products,  and  the  casino
industry.  We  design  these  devices  to play  game  types,  formats  and prize
structures as required by our  customers  and are gradually  building a range of
generic games of popularly recognized themes.

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

LOTTERY MARKET

Lottery  operators  currently make use of paper scratch cards to give players an
"instant" win or lose reward  experience.  Over the last several years,  scratch
cards have become increasingly large and complex to accommodate  consumer demand
for  multiple  plays and multiple  chances to win.  The EGC GameCard  offers the
potential to simplify the scratchcard  while giving the opportunity to raise the
unit price and increase sales.  Our product has been seen by some leaders in the
lottery  industry  as  potentially   providing  the  next  contemporary  digital
evolution of the scratch card,  offering  multiple plays and multiple chances to
win in an  entertaining  and  secure  manner  while  using  existing  methods of
distribution as with scratchcards.

To access the  lottery  market in the most  expeditious  manner,  we  originally
signed  an   exclusive   distributorship   agreement   with   Scientific   Games
International,  Inc.  (NASDAQ:SGMS) in May 2003 who have long term relationships
with the majority of


                                       19
<PAGE>


national  and  state  lotteries  on a  worldwide  basis.  See above in Sales and
Marketing.

Following on from a successful  product  launch of the  Electronic  GameCards in
Iowa  in  October  2004  the  relationship  between  EGC  and  Scientific  Games
International  evolved into a Joint  Venture in an  agreement  signed on October
12th, 2004.  Scientific Games is the largest printer and wholesaler of "instant"
win scratch  cards to the  worldwide  lottery  market and will now provide  this
global  distribution   network  for  lottery  products  to  the  Joint  Venture.
Scientific  Games is in a unique position within this sector as they supply over
70% of the scratch  card needs to the  worldwide  lottery  market  and,  equally
important,  is intimately involved in bringing new innovative products to the US
state lotteries.

The Joint  Venture  agreement  with  Scientific  Games  resulted  from the first
consumer launch of the EGC GameCards to the Iowa State lottery. The Iowa Lottery
Quarter Play GameCard was launched on the 4th October, 2004 and the Iowa lottery
and  Scientific   Games  publicly   stated  that  the  results   exceeded  their
expectations  of sales level and consumer  reaction.  The Iowa lottery  placed a
re-order for a further 189,000 Quarter Play GameCards for delivery in April 2005
and has  agreed  to place  orders  for  over  500,000  GameCards  in total to be
delivered during 2005.

SALES PROMOTION MARKET

The sales promotion  prize and  competition  market is one in which the promoter
(usually  a well  known  brand)  must not be seen to obtain  money for entry and
where no purchase of the brand's  goods is  necessary in order not to fall under
the laws by which  lotteries are regulated.  Brand's make use of these prize and
competitions games as a means to implement loyalty and incentive  programs.  The
market for  promotional  items is large,  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
GameCards   can  be  applied  to  a  broad   range  of   potential   promotional
opportunities, we have focused our efforts initially on direct mail solutions.

Each EGC  GameCard is  developed by us with direct input from our clients on the
style and  functionality of the card.  During 2004 it appeared that the dialogue
with  clients  in regard to  customizing  games to a great  degree  was too time
consuming and only  profitable in respect of large volume orders of over 250,000
GameCard units. Consequently a new strategy of storing parts of generic games so
as to be able to  deliver  smaller  quantities  more  rapidly  at  greater  cost
efficiency has been put in place as of April 2004.  During 2004 EGC  established
its Xogo  brand  name in the sales  promotion  market  place and  received  many
hundreds of  inquiries  from well known  brands,  a number of which are still in
continuing  discussion.  The wholesale  price of the GameCard is higher than the
cost of products traditionally used in Sales Promotion, such as key rings, pens,
cups and  related  promotional  items.  Also,  in order to produce a tailor made
GameCard  product for a customer take the Company  approximately  14 to 16 weeks
from order to delivery. Other traditional promotional products require less than
half that time to process  orders and deliver  product.  While  pricing may vary
between  promotional  items based upon the actual item and the quantity ordered,
we currently offer only one promotional item, namely the GameCard,  and the size
of the order does not  provide  comparable  quantity  discounts  seen with other
promotional  products.   Accordingly,  the  Company's  must  convince  potential
purchasers  that the unique  features  and results of the  GameCard  justify the
higher cost and longer lead


                                       20
<PAGE>


times,   thereby  making  purchases  of  the  GameCard  as  a  promotional  item
worthwhile.  Since the pricing and delivery  times of the GameCards  have caused
potential  customers  to  reconsider  their  purchase of our  products,  our new
product strategy is designed to address this concern in 2005.

Introducing a new product into the sales and promotion marketing arena,  despite
its  demand  for  novelty  products  and  innovative   ideas,   takes  time  and
adaptability to market needs. Even so EGC feel that their substantial investment
to date in this market has been  worthwhile in establishing a presence with many
well known brands and their  agencies  and that the interest  shown in 2004 will
increase in 2005 so as to establish a foothold in this massive market place.

INDIAN GAMING MARKET

The Indian  Gaming on Native  American  Tribal  Lands  covers parts of 28 States
within the United States of America and represents a significant  portion of the
total gaming  industry.  Currently,  we do not have an agreement with any Indian
Gaming or Native  American  Tribal Lands.  However,  the Company is preparing to
launch the GameCards to the 367 casino operations in Indian Country in 2005.

This market launch applies solely to the sale of GameCard as gaming devices sold
directly  to the public in casinos  and on  reservations  owed and  operated  by
Indian tribes.

The Indian Tribes often look to Gaming Laboratories,  Inc. for certification and
classification  of gaming devices.  However,  with respect to the GameCards,  as
with instant scratch games, the GameCards do not rely on an electronic mechanism
to  produces  the result of the game and are  therefore  classified  as Class ll
products.

The  Company  has  received a legal  opinion  from the  National  Indian  Gaming
Commission  ("NIGC")  that the EGC  GameCard  is a Class II  devise  under  IGRA
(Indian  Gaming R  Regulatory  Act).  The Class II  designation  is  significant
because  it exempts  the  Company  from  becoming  subject to the state  license
procedures  and  requirements.  A copy of that June 24, 2005 opinion letter from
the NIGC was filed as Exhibit 99.1 to the Company's Form 10-KSB/A for the fiscal
year ended December 31, 2004, as amended on January 31, 2006.

BUSINESS STRATEGY

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

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


                                       21
<PAGE>


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


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

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

RESULTS OF OPERATIONS

The company  recorded  revenues of $136,620  which initial  orders from the Iowa
State lottery. Sales and Marketing costs were $292,048 compared with $180,361 in
the comparable  period for 2004 the increase was due to additional  activity and
resources  employed  in  developing  a  market  for the  Gamecard.  General  and
Administration  $84,636 compared with $247,527 this expense was reduced compared
with the comparable period which included non recurring start up costs.

Consultancy  costs were $268,373  compared with $349,780.  Slightly lower use of
consultants  in  the  period  but  consultants  will  continue  to  be  used  in
development  of markets  and  product.  Operating  loss was  reduced to $622,612
compared with $697,418 for the comparable  period in 2004.  Operating losses are
expected to reduce as revenues from lottery and other sales increase.

Revenues are expected to increase as we have now received repeat orders from our
first State lottery customer and we do not anticipate  significant  increases in
operating costs relative to sales.

FINANCIAL RESOURCES

On April 5, 2005 the  company  sold  $8,666,000  gross,  $7,911,200  net, of its
convertible promissory notes (the "Convertible  Promissory Notes") to accredited
investors in a private placement of securities (the "Private  Placement").  Each
$48,000  principal  amount of a Convertible  Promissory Note will  automatically
convert into 32,000 shares of the  Registrant's  Series A Convertible  Preferred
Stock, par value $0.001 per share (the "Series A Preferred  Stock").  Each share
of the Series A Preferred Stock is initially  convertible  into one (1) share of
the Registrant's  common stock, par value $0.001 per share (the "Common Stock"),
which equates to an initial conversion price of $1.50 per share of Common Stock.

Also,  the Company issued one (1) warrant (a "Warrant") to acquire one (1) share
of Series A  Preferred  Stock for every two  shares of Series A  Preferred  into
which the Convertible Promissory Notes are initially  convertible.  The Warrants
shall be  exercisable  to acquire  shares of Series A  Preferred  Stock upon the
effectiveness  of actions by the  Registrant's  shareholders  to  authorize  the
Series A Preferred Stock.  The Warrants shall be exercisable  initially at $1.85
per share of Series A  Preferred  Stock,  subject  to  adjustment,  and shall be
exercisable for a period of 5 years.


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<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE 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 effected
the  opening   balances.   The  foreign  currence   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 control and
procedures that are designed to snsure 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  Commision's
rules and foroms,  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 participate 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  controal  sand
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31,
2005, the end of the period. Followint the review by our Chief Executive Officer
(or acting Chief Executive Officer,  as the case may be) and our Chief Financial
Officer believe that our controls and procedures are effective.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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<PAGE>


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

On  March  22,  2005,  via  written  consent,  13,248,825  shares  of the  total
outstanding  shares of 25,468,439 or  approximately  52% of the Company's Common
Stock, as of March 15, 2005,  approved an amendment to the Company's Articles of
Incorporation to create and establish  10,000,000 shares of Series A Convertible
Preferred Stock, par value $.001.

The  authorization  of the 10,000,000  shares of Series A Convertible  Preferred
Stock will allow the  Company to fulfill the terms of a private  placement.  The
Company sold a total of $8,666,000 of  Convertible  Promissory  Notes,  and each
$48,000 of Notes automatically converts initially into 32,000 shares of Series A
Convertible  Preferred  Stock,  par  value  $.001  or if the  investor  chooses,
directly into shares of the Company's Common Stock.

The amendment has not become effective.
ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

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


(b)      Reports on Form 8-K filed.

Form 8-K filed with the  Commission  on March 31, 2005  regarding  the Company's
sale of $8,418,000 of convertible  promissory notes to accredited investors in a
private placement.


                                       24
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this report for the  quarter  ended March 31, 2005 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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