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

                                   FORM 10-QSB


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

                  FOR THE QUARTERLY PERIOD ENDED: June 30, 2005

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


                                    000-25853
        -----------------------------------------------------------------
                             Commission file number


                           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 [ ] No [X]

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


                                   25,555,269
         --------------------------------------------------------------
         State the number of shares outstanding of each of the issuer's
           classes of common equity, as of the latest practical date:
                                 August 3, 2005


                                       1
<PAGE>

                                     PART I

Item 1. Financial Statements

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

                                                    (Unaudited)

                                                    June 30,      December 31,
                                                    2005          2004

ASSETS:

CURRENT ASSETS:
     Cash & Cash Equivalents                    $ 7,980,894         $ 1,082,558
     Accounts Receivable                            154,500              80,250
     Deposit on Inventory                           405,353             141,800
     Value Added Tax Receivable                      27,441              46,235
     Related Party Receivable                        38,407              61,560
     Note Receivable                                  1,352             143,468

          Total Current Assets                    8,607,947           1,555,871

PROPERTY AND EQUIPMENT:
     Plant and Machinery Equipment                    6,723               7,185
     Office Equipment                                61,374              58,987
     Furniture & Fixtures                               342                 366
     Less: Accumulated Depreciation                 (35,749)            (25,819)
          Net Fixed Assets                           32,690              40,719

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

TOTAL ASSETS                                    $ 9,634,697         $ 2,596,590

                                       2
<PAGE>

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

                                                (Unaudited)
                                                  June 30,         December 31,
                                                    2005                2004
                                                -----------         -----------

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts Payable                           $   423,252         $   620,736
     Related Party Payable                           97,500                  --
     Accrued Payroll Liabilities                         --              41,087
     Unearned Revenue                               255,645              62,370
                                                -----------         -----------
          Total Current Liabilities                 776,397             724,193
                                                -----------         -----------

NON-CURRENT LIABILITIES:
     Convertible Note Payable, net                8,065,625                  --
     Interest Payable                               139,220                  --
                                                -----------         -----------
          Total Non-Current Liabilities           8,204,845                  --
                                                -----------         -----------

     TOTAL LIABILITIES                            8,981,242             724,193
                                                -----------         -----------

STOCKHOLDERS' EQUITY
Common Stock, Par Value $.001,
      Authorized 100,000,000 shares
      Issued 25,312,000 and 24,936,928
      shares at June 30, 2005 and
      December 31, 2004                              25,312              24,937
Paid-In Capital                                  12,493,064          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                         (11,194,248)         (9,550,149)
                                                -----------         -----------

     TOTAL STOCKHOLDERS'S EQUITY                    653,455           1,872,397
                                                -----------         -----------

TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY     $ 9,634,697         $ 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>
                                                                                                  Cumulative
                                                                                                     Since
                               For the Three Months Ended         For the Six Months Ended      April 6, 2000
                                       June 30,                            June 30,              Inception of
                             -----------------------------     -----------------------------      Development
                                 2005             2004             2005             2004             Stage
                             ------------     ------------     ------------     ------------     ------------
<CAPTION>
<S>                          <C>              <C>              <C>              <C>              <C>
                Revenue:     $         --     $         --     $    136,620     $     80,250     $    225,187
                             ------------     ------------     ------------     ------------     ------------
       Cost of Good Sold               --               --          114,048               --          181,203
                             ------------     ------------     ------------     ------------     ------------
     Gross Profit (Loss)               --               --           22,572           80,250           43,984
                             ------------     ------------     ------------     ------------     ------------

               Expenses:
   Selling and Marketing           96,609          171,373          150,045          351,734        1,274,089
                 Expense
General & Administrative          258,578          160,310          646,782          241,115        1,882,151
     Consulting Expenses          208,000          571,012          300,682          920,792        2,261,651
      Salaries and Wages          155,264          193,542          369,406          360,264        1,525,734
       Compensation from
             issuance of-                               --               --               --        4,099,852
        Options/Warrants
                             ------------     ------------     ------------     ------------     ------------
         Total Operating          718,451        1,096,237        1,466,915        1,873,905       11,043,477
                Expenses
                             ------------     ------------     ------------     ------------     ------------

               Loss from         (718,451)      (1,096,237)      (1,444,343)      (1,793,655)     (10,999,493)
              Operations

  Other Income (Expense)
    Currency Translation            7,192               --           (2,596)              --           (2,596)
           Interest, Net         (112,799)           8,342         (197,160)           8,821         (189,393)
Settlement of Litigation               --               --               --               --           42,154
                             ------------     ------------     ------------     ------------     ------------

Net Loss from Continuing         (824,058)      (1,087,895)      (1,644,099)      (1,784,834)     (11,149,328)
 Operations before Taxes

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

           Net Loss from
              Continuing         (824,058)      (1,087,895)      (1,644,099)      (1,784,834)     (11,149,783)
              Operations
                             ------------     ------------     ------------     ------------     ------------
</TABLE>

                                       4
<PAGE>

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



<TABLE>
                                                                                                     Cumulative
                                                                                                        Since
                                      For the Three Months Ended      For the Six Months Ended      April 6, 2000
                                              June 30,                         June 30,              Inception of
                                     ---------------------------     ---------------------------     ------------
                                         2005            2004            2005           2004            Stage
                                     -----------     -----------     -----------     -----------     ------------
<CAPTION>
<S>                                  <C>             <C>             <C>             <C>             <C>
Discontinued Operations:
     Net Loss from discontinued
    operations net of tax
        effects of $0                        $--     $      (748)             $-     $    (5,057)    $     (8,138)
     Loss on disposal of
     discontinued operations
     net of tax effects of $0                 --              --              --              --          (36,327)

     Total Loss from Discontinued
     Operations                               --            (748)             --          (5,057)         (44,465)

     Net Loss                        $  (824,058)    $(1,088,643)    $(1,644,099)    $(1,789,891)    $(11,194,248)

Basic & Diluted Loss Per Share:
     Continuing Operations           $     (0.03)    $                     (0.05)    $     (0.07)    $      (0.10)
     Discontinued Operations                  --              --              --              --
                                     $     (0.03)    $     (0.05)    $                     (0.07)    $      (0.10)

Weighted Average Shares               25,007,781      20,676,812      25,007,781      18,746,111
</TABLE>

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


                                       5
<PAGE>

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

<TABLE>


                                               For the Three Months Ended
                                                       June 30,               Cumulative
                                              ---------------------------   Since Inception
                                                  2005            2004       April 6, 2000
                                              -----------     -----------     ------------
<CAPTION>
<S>                                           <C>            <C>            <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                      $(1,644,099)   $(1,789,891    $(11,194,248)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation                                       9,930         14,454         35,749
Stock Issued for Expenses                             --             --        114,959
Compensation for Options/Warrants                     --             --      3,951,863
Cashless exercise of Warrants                         --             --        147,989
Foreign Currency Translation                          --       (441,537)      (513,178)
Net Loss from Discontinues Operations                 --          5,057          8,138
Loss on Disposal of Operations                        --             --         36,327
Amortization of Interest Expense                 154,225             --        154,225
Change in Operating Assets and
Liabilities:
(Increase) Decrease in Accounts Receivable       (74,250)       (80,250)      (154,500)
(Increase) Decrease in Deposit on               (263,553)       (12,649)      (405,353)
Inventory
(Increase) Decrease in Prepaid Expenses               --           (112)            --
(Increase) Decrease in Value Added Tax            18,794        (14,915)       (27,441)
Receivable
Increase (Decrease) in Accounts Payable         (197,484)      (160,776)       423,252
Increase (Decrease) in Accrued Payroll           (41,087)       (14,264)            --
Liabilities
Increase (Decrease) in Unearned Revenue          193,275             --        255,645
Increase (Decrease) in Interest Payable          139,220             --        139,220
                                              -----------    -----------    ------------
  Net Cash Used in continuing activities      (1,705,029)    (2,494,883)    (7,027,353)
  Net Cash Used in discontinued activities            --             --         (1,250)
                                              -----------    -----------    ------------
  Net Cash Used in operating activities       (1,705,029)    (2,494,883)    (7,028,603)
                                              -----------    -----------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger                               --             --          3,834
Purchase of Plant and Machinery Equipment            462           (761)        (6,723)
Purchase of Office Equipment                      (2,387)       (48,763)       (61,374)
Purchase of Furniture & Fixture                       24           (345)          (342)
Investment in Joint Venture                        5,940             --       (994,060)
                                              -----------    -----------    ------------
  Net cash provided by investing
activities                                         4,039        (49,869)    (1,058,665)
                                              -----------    -----------    ------------
</TABLE>


                                       6
<PAGE>

                           ELECTRONIC GAME CARD, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)
                                   (Unaudited)
                                   Cumulative
<TABLE>
                                               For the Three Months Ended
                                                       June 30,               Cumulative
                                              ---------------------------   Since Inception
                                                  2005            2004       April 6, 2000
                                              ----------     ----------       ----------
<CAPTION>
<S>                                           <C>            <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock               424,616      6,110,266        8,101,718
Related Party Receivable                          23,153        (77,277)         (38,407)
Amount Loaned on Note Receivable                      --        (24,166)        (143,468)
Payment on Notes Receivables                     142,116             --          142,116
Proceeds from Related Party Payable               97,500             --           97,500
Payment on Long-Term Note Payable                     --     (1,032,04)         (969,407)
Proceeds from Long-Term Note Payable                  --         12,482          969,407
Proceeds from Convertible Note Payable         7,911,400             --        7,911,400
                                              ----------     ----------       ----------
  Net Cash Provided by Financing               8,598,785      4,989,258       16,070,859
Activities
                                              ----------     ----------       ----------

Net (Decrease) Increase in Cash               $6,897,795     $2,444,506       $7,983,591
Foreign Exchange Effect on Cash                      541          2,313           (2,697)
Cash at Beginning of Period                    1,082,558          6,732               --
                                              ----------     ----------       ----------
Cash at End of Period                         $7,980,894     $2,453,551       $7,980,894
                                              ==========     ==========       ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                    $       --     $      258       $    1,470
  Income taxes                                $       --     $       --       $      455
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

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

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

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

      During 2004,  the Company  issued  options and  warrants  with an exercise
price below fair market value as a result the Company has recorded  Compensation
in the amount of $3,951,863.
     The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>

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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      This  summary  of  accounting   policies  for  Electronic   Game,   Inc.(a
development stage company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Interim Reporting

      The unaudited  financial  statements as of June 30, 2005 and for the three
and six 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  $11,194,248 for the period from April 6, 2000 (inception) to June
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.

                                       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)

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.


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


                                       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)


      Depreciation Expense for the six months ending June 30, 2005 and 2004 were
$11,464 and $14,454.

Advertising Costs

      Advertising costs are expensed as incurred.  For the six months ended June
30, 2005 and 2004, advertising costs were $150,045 and $351,734, 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 June 30,  2005,  the  Company  had
12,782,053  option and warrants  outstanding to purchase up to 12,782,053 shares
of common stock.  However,  the effect of the Company's common stock equivalents
would be anti-dilutive for June 30, 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


                                       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)

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 June 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.


                                       11
<PAGE>

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

NOTE 4 - NOTES RECEIVABLE

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

                                                       June 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 June 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 June 30, 2005 and December 31,  2004,  $38,407 and $61,560,  is
still owed to the Company.

      During the six months ended June 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 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.

      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  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.


                                       12
<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 June5 the Company  issued 240,795 shares of common
stock from warrants in exchange for $170,000 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


                                       13
<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 one half of the warrants at the then  current  share price to receive the
balance of the warrants in Common Stock without payment to the company.  In 2004
the Company has recorded  $3,961,072 in compensation  expense in connection with
the granting and cashless provision of the warrants detailed above.

NOTE 8 - DISCONTINUED OPERATIONS

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

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

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

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

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

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

      Operating  results of this  discontinued  operation  for the three 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)
                                                  =============    =============


                                       14
<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, 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,


                                       15
<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).

      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).

                                       16
<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 and have orders for further  product
from this lottery and a second 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 of law 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.  Security  matters also need close  examination.
These  issues  often  requiring  changes in the law need be  considered  by each
State.  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 of States in a satisfactory manner.


                                       17
<PAGE>

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. The principal problems have been the time taken to fulfil
orders of  customized  games and a fear of  marketeers  in being first to market
with with an unproven  market  product  requiring  minimum  order values of over
$100,000.  The Company  put into being a policy  earlier in the year to 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.

INDIAN GAMING MARKET

The company has  recently  received a legal  Opinion  from the  National  Indian
Gaming  Commission  (NIGC) which classifies the EGC GameCard product under Class
II regulations which decision will effectively  remove any objection to the sale
to  GameCards  to consumers  on Tribal  lands.  The Company has also  received a
letter  from  Gaming  Laboratories  International  (GLI),  with  whom  the  NIGC
consults,  which  states  that in their  view  EGC is free to sell the  GameCard
product  without any  additional  testing  unless  requested by by an individual
Tribe.  In the view of the GLI that also is an  unlikely  event as the manner in
which the GameCard is produced invalidates any means to alter its play values in
the field.

As a result of these  opinions EGC consider  there is no barrier to  immediately
commencing sales of EGC GameCards to Indian Casino operators, from whom interest
has  previously  been  shown.  EGC  intend to  commence  such  sales as from the
beginning of September  2005 and are currently  putting in place a sales team to
do so. 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  Company is exercised by the potential of this market and the lack of
any further legal barriers to commence sales. The Company has developed specific
games for this  market  place in the form of pocket  slots and video poker which
will be in readiness to demonstrate  and sell as from the beginning of September
at the  Company's  product  launch at the G2E gaming show in Las Vegas on the 12
and 13th September -the world's premier gaming  show..This market applies solely
to the sale of GameCards as gaming devices directly to the public in casinos and
reservations owned and operated by Indian Tribes.


BUSINESS STRATEGY

The Company is now  marketing  the EGC  GameCard to lottery  promoters in the US
through its joint venture with Scientific Games  International,  Inc.. We intend
to establish additional  distribution agreements in the future to supplement our
own sales and  marketing  resources.  A further  opportunity  is now open to the
company following  approval of our product for sale to consumers on Tribal Lands
by the NIGC.(see above) which opens a substantial  market place. Sales to Indian
casino operators will commence in September 2005.

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.

                                       18
<PAGE>

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 strategic partners for a specific market and geography
and several such negotiations are currently in hand.

The games and gaming  market is currently  one of the fastest  growing  areas of
public  interest in the world today.  by virtue of the higher speeds achieved by
personal computers (PC's) on the Internet, and now forthcoming on mobile phones.
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 is
currently examining such opportunities in this growth market.

RESULTS OF OPERATIONS

The company has not recorded any revenues  this quarter as orders  placed by the
Iowa State lottery have not yet been  delivered.  Sales and Marketing costs were
$96,609  compared with $171,373 in the comparable  period for 2004 this reflects
the  concentration on lottery sales  development via the joint venture agreement
with  Scientific  Games.  General  and  Administration  $258,578  compared  with
$160,310  this  expense  was higher  than the  comparable  period as we replaced
consultant services with our in house work and Consultancy costs were reduced to
$208,000  compared  with  $571,012.  Salaries  and payroll  costs were  $155,264
compared with  $193,542.  Operating  loss was reduced to $718,451  compared with
$1,096,237 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 orders from a further State lottery in the current  quarter.  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.

ITEM 3. CONTROLS AND PROCEDURES

The issuer's  principal  executive  officer or officers and principal  financial
officer or officers,  or persons performing  similar functions,  are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal  control  over
financial  reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f))
for the issuer and have:  designed such disclosure  controls and procedures,  or
caused such  disclosure  controls  and  procedures  to be  designed  under their
supervision,  to  ensure  that  material  information  relating  to the  issuer,
including its consolidated subsidiaries,  is made known to them by others within
those entities, particularly during the period in which the periodic reports are
being  prepared;  designed such internal  control over financial  reporting,  or
caused such internal control over financial reporting to be designed under their
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;  evaluated
the effectiveness of the issuer's  disclosure  controls and procedures as of the
end of the fiscal quarter (the "Evaluation Date").

                                       19
<PAGE>

Based on their evaluation as of the Evaluation Date, their conclusions about the
effectiveness  of the  disclosure  controls  and  procedures  were that  nothing
indicated:  any significant  deficiencies in the design or operation of internal
controls which could adversely affect the issuer's  ability to record,  process,
summarize and report  financial data; any fraud,  whether or not material,  that
involves  management  or  other  employees  who have a  significant  role in the
issuer's internal controls; or any material weaknesses in internal controls that
have been or should be identified for the issuer's auditors and disclosed to the
issuer's  auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function).

Changes in internal control over financial reporting.

There was no significant  change in the issuer's internal control over financial
reporting  that  occurred  during  the  most  recent  fiscal  quarter  that  has
materially affected,  or is reasonably likely to materially affect, the issuer'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

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: August 15, 2005                   By: /s/ John  R  Bentley
                                            ---------------------------------
                                        John R Bentley
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)


Date: August 15, 2005                   By: /s/ Linden Boyne
                                            ---------------------------------
                                        Linden Boyne
                                        Secretary / Treasurer
                                        (Principal Financial Officer)


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