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: March 31, 2006

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

                         Commission file number000-25853

                           Electronic Game Card, Inc.

        (Exact name of small business issuer as specified in its charter)

            Nevada                                         87-0570975
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                 19th Floor, 712 5th Avenue, New York, NY 10019
                    (Address of Principal Executive Offices)

                                 (646) 723-8946
                           (Issuer's telephone number)

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
        equity, as of the latest practical date : May 5, 2006 26,131,513


<PAGE>

                                     PART I

Item 1. Financial Statements

                            ELECTRONIC GAME CARD INC
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET

                                                   March 31,       December 31,
                                                     2006              2005
                                                  ------------     ------------
                                                  (Unaudited)
                                     ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                        $  5,096,835        5,544,331
 Accounts recievable                                   100,250          100,250
 Deposit on Inventory                                   66,939           66,939
 Value Added Tax Recievable                             26,624           33,715
 Deferred Charges                                    1,384,920        1,732,203
  Related Party Receivable                                  --               --
  Note Receivable                                           --               --
                                                  ------------     ------------
      Total current assets                           6,675,567        7,477,439
                                                  ------------     ------------
PROPERTY & EQUIPMENT:
  Plant and Machinery                                   22,722           22,474
  Office Equipment                                      60,585           60,302
   Furniture & Fixtures                                  1,179            1,166
   Less: Accumulated Depreciation                      (48,852)         (45,883)
                                                  ------------     ------------
      Net Fixed Assets                                  35,634           38,059
                                                  ------------     ------------
OTHER ASSETS
  Investment in Joint Venture                          148,786          148,786
  Investments                                           88,754           88,754
                                                  ------------     ------------
      TOTAL ASSETS                                $  6,948,741     $  7,753,037
                                                  ------------     ------------


                                       2
<PAGE>

                            ELECTRONIC GAME CARD INC
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
                                                                   March 31,       December 31,
                                                                      2006             2005
                                                                  ------------     ------------
                                                                  (Unaudited)
<S>                                                               <C>              <C>
CURRENT LIABILITIES:
 Accounts payable                                                 $    519,044     $    560,604
 Accrued liabilities                                                   690,391          430,411
 Related Party Payable                                                  10,644          106,944
 Unearned Revenue                                                           --               --
                                                                  ------------     ------------
     Total Current Liabilities                                       1,220,078        1,097,959
                                                                  ------------     ------------
NON-CURRENT LIABILITIES:
 Convertible note payable                                            5,192,965        4,309,990
 Interest payable                                                      528,626          398,637
                                                                  ------------     ------------
     Total Non-current Liabilities                                   5,721,591        4,708,627
                                                                  ------------     ------------
     TOTAL LIABILITIES                                               6,941,670        5,806,585
                                                                  ------------     ------------
STOCKHOLDERS' EQUITY:
Common stock; $0.001 par value; shares authorized 100,000,000;
   Issued and 26,131,513 shares at March 31,2006
     and 26,131,513 shares at December 31,2005                          26,132           26,132
Additional paid in capital                                          21,640,514       21,640,514
Stock subcription receivable                                                --               --
Currency translation adjustment                                       (513,178)        (513,178)
Retained deficit                                                      (157,495)        (157,495)
Deficit accumulated during development stage                       (20,988,902)     (19,049,521)
                                                                  ------------     ------------
     TOTAL STOCKHOLDERS' EQUITY                                          7,072        1,946,451
                                                                  ------------     ------------
          TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $  6,948,741     $  7,753,037
                                                                  ------------     ------------
</TABLE>


The accompany notes are an integral part of these financials statements


                                       3
<PAGE>

                            ELECTRONIC GAME CARD INC
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                             AND COMPREHENSIVE LOSS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                               Cumulative
                                                                                 Since
                                                                                August 8,
                                                                                  2002
                                                  For the three months        Inception of
                                                      31, March               Developmnet
                                                2006             2005            Stage
                                            ----------------------------------------------
<S>                                         <C>              <C>              <C>
Revenue:                                    $    152,145     $    136,620     $    871,287
Cost of sales                                     82,486          114,048          768,495
                                            ------------     ------------     ------------
Gross Profit                                      69,659           22,572          102,793
                                            ------------     ------------     ------------
Expenses:
 Selling and Marketing                            19,399           53,072        1,649,762
 General and administrative                      167,354          324,370        3,132,490
 Consulting expenses                             188,348           92,682        3,289,263
 Salaries and wages                              174,309          214,142        2,253,342
 Joint Venture loss                                   --          851,214
 Compensation for issuance of warrants                --               --        4,099,852
                                            ------------     ------------     ------------
   Total operating expenses                      549,410          684,266       15,275,923
                                            ------------     ------------     ------------
   Loss of operations                           (479,751)        (661,694)     (15,173,131)
 Foreign currency translation                       (635)         (17,376)         (67,878)
 Late registration fee                                --         (430,411)
 Interest, net                                (1,458,995)         (84,300)      (5,272,563)
 Settlement of Litigation                             --               --           42,154
                                            ------------     ------------     ------------
   Net Loss from continuing operations        (1,939,381)        (763,370)     (20,943,982)
   before taxes
Income Taxes                                          --               --             (455)
                                            ------------     ------------     ------------
Net Loss from Continuing Operations           (1,939,381)        (763,370)     (20,944,437)
                                            ------------     ------------     ------------
Discontinued operations:
 Net loss from discontinued
   operations net of tax effects of $0                --               --           (8,138)
 Loss on disposal of discontinued
   operations net of tax effects of $0                --               --          (36,327)
                                            ------------     ------------     ------------
Total Loss from Discontinued Operations               --               --          (44,465)
                                            ------------     ------------     ------------
   Net Loss                                 $ (1,939,381)    $   (763,370)    $(20,988,902)
                                            ============     ============     ============
Basic & Diluted Loss Per Share:
   Continuing Operations                    $      (0.08)    $      (0.03)
   Discontinued Operations                            --               --
                                            ------------     ------------
   Net loss per share- basic and diluted    $      (0.08)    $      (0.03)
                                            ============     ============
   Weighted average shares                    25,765,765       24,955,613
                                            ------------     ------------
</TABLE>

The accompany notes are an integral part of these financials statements

                                       4
<PAGE>

                            ELECTRONIC GAME CARD INC
                          (A DEVELOPMENT STAGE COMPANY)
                             CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      Cumulative
                                                                                        Since
                                                                                    8 August 2002
                                                     For the Three Months Ended     Inception of
                                                      March 31,       March 31,      Development
                                                        2006           2005             Stage
                                                     -----------     -----------     -----------
<S>                                                   <C>               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                              (1,939,381)       (763,370)    (20,988,902)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation                                                2969           4,378          48,851
Stock Issued for Expenses                                     --              --         114,856
Compensation for Options/Warrants                             --              --       3,953,778
Joint Venture Equity Losses                                   --              --         851,214
Interest Expense on options & warrants issued                 --              --       3,753,843
Cashless exercise of Warrants                                 --              --         148,060
Net Loss from Discontinued Operations                         --              --           8,036
Amortisation of interest expense                         882,975              --         882,975
Amortisation of Deferred Charges                         347,283         347,283
Loss on Disposal of Operations                                --              --          36,345
Change in operating assets and liabilities:
(Increase) Decrease in Accounts Receivable                               (74,250)        (96,910)
(Increase) Decrease in Deposit on Inventory                               68,948        (107,752)
(Increase) Decrease in Prepaid Expenses                                 (294,160)            765
(Increase) Decrease in Value Added Tax Receivable          7,091          12,862         (23,516)
Increase (Decrease) in Accounts Payable                  (41,560)       (225,837)        440,347
Increase (Decrease) in Related Party Payable             (96,300)             --          10,644
Increase (Decrease) in Accrued Liabilities               259,980         (41,087)        677,261
Increase (Decrease) in Interest Payable                  129,989           9,686         528,675
Increase (Decrease) in Unearned Revenue                                  (62,370)         (2,713)
                                                     -----------     -----------     -----------
  Net Cash Used in continuing activities                (446,954)     (1,365,200)     (9,146,860)
  Net Cash Used in discontinued activities                    --              --           7,124
                                                     -----------     -----------     -----------
  Net Cash Used in operating activities                 (446,954)     (1,365,200)     (9,409,736)
                                                     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger                                       --              --           3,512
Purchase of Plant and Machinery Equipment                     --         (21,305)
Purchase of Office Equipment                              (1,902)        (56,559)
Purchase of Furniture & Fixture                               --          (1,150)
</TABLE>


                                       5
<PAGE>

                            ELECTRONIC GAME CARD INC
                          (A DEVELOPMENT STAGE COMPANY)
                             CONSOLIDATED CASH FLOWS
                                    Unaudited

<TABLE>
<CAPTION>
<S>                                              <C>             <C>             <C>
Investment in Probability Games                                         --         (88,754)
Investment in Joint Venture                                          5,940        (956,499)
                                               -----------     -----------     -----------
Net cash provided by investing activities                            4,038      (1,120,755)
                                               -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Common Stock                                         254,960       7,839,511
Amount Loaned on Related Party Receivable                          (56,142)        (58,882)
Payment on Related Party Payable                                        --          61,560
Amount Loaned on Note Receivable                                        --        (132,522)
Payment on Note Receivable                                         142,116         143,468
Proceeds from Related Party Payable                                 97,500
Payment on Long-Term Note Payable                                                 (973,068)
Proceeds from Long-Term Note Payable                                               756,134
Proceeds from Convertible Notes                                  7,699,200       7,947,200
                                               -----------     -----------     -----------
  Net Cash Provided by Financing Activities             --       8,137,634      15,583,401

Net (Decrease) Increase in Cash                   (446,954)      6,776,472       5,052,910
                                               -----------     -----------     -----------
Foreign Exchange Effect on Cash                                        197          43,925
                                                                                      (542)
Cash at Beginning of Period                      5,544,331       1,082,558              --
                                               -----------     -----------     -----------
Cash at End of Period                            5,096,835       7,859,227       5,096,835
                                               ===========     ===========     ===========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         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.

         During 2005, the Company had a joint venture equity loss of $851,214.

         During  2005,  the  Company  recorded  interest  expense on options and
warrants issued during the year of $3,753,843.

   The accompanying notes are an integral part of these financials statements


   The accompanying notes are an integral part of these financials 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, 2006, for the three
month period, 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 $20,988,902 for the period from April 8, 2002 (inception) to March
31,2006.  The  Company's  future  capital  requirements  will depend on numerous
factors  including,  but not limited to,  continued  progress in developing  its
products,  market  penetration  and  profitable  operations  from  sale  of  its
electronic game cards.

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

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

Organization and Basis of Presentation

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

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


                                       7
<PAGE>

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

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

 As of March 31,  2006,  the Company is in the  development  stage but has begun
planned principal operations.

Principals of Consolidation

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

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

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

Nature of Business

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

Concentration of Credit Risk

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

Cash and Cash Equivalents

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

Depreciation

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

Asset                                Rate
-----                                ----

Furniture                          7 years
Plant and Machinery Equipment    3-5 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.


                                       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)

         Depreciation  Expenses for the three  months  ending March 31, 2006 and
2005 were $5,545 and $5,806 respectively

Advertising Costs

         Advertising costs are expensed as incurred.  For the three months ended
March  31,  2006  and  2005,   advertising   costs  were  $19,398  and  $53,436,
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 March 31, 2006, the Company
had  12,769,553  options 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 March 31, 2006 and 2004 and are thus not
considered.


                                       9
<PAGE>

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

                                   (Unaudited)

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

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, 2005, the Company
had a net  operating  loss carry  forward for income tax  reporting  purposes of
approximately  $ 14,082,363 in the United States and  $14,605,417  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, 2005 and 2004 income tax expense was $0 and $0

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

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.  As of March 31, 2006,  the Company had cash and cash
equivalents of $5,096,835 .


                                       10
<PAGE>

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

NOTE 4 - RELATED PARTY TRANSACTIONS

         During  the  three  months  ended  March  31,  2006 and the year  ended
December 31, 2005, the Company has certain  related party payables due on demand
and  are  non-interest   bearing.   In  previous  years,  the  Company  and  its
subsidiaries  had borrowed from the same  companies in excess of $1 million with
little or no interest.  As of March 31, 2006 and December 31, 2005,  $10,644 and
$106,944, owed by the Company.

NOTE 5 - CONVERTIBLE PROMISSORY NOTE


         On March 24, 2005 and April 6, 2005, the Registrant sold $8,418,000 and
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).

         At issuance of these  Convertible  Promissory  Notes,  a portion of the
proceeds was assigned to the conversion feature.  Upon conversion,  holders will
receive common stock with an aggregate fair value of $4,679,640, this beneficial
conversion feature is being amortized over the two year life of the note.

            At issuance of these Convertible  Promissory Notes, a portion of the
proceeds was assigned to the discount feature in the amount of $2,384,160 and is
being amortized over the two year life of the note.

                                       11
<PAGE>

                                                       March 31,    December 31,
                                                        2006           2005
                                                      ----------    ----------
Convertible Note Payable, Interest at 6% per annum,   $8,666,000    $8,666,000
   Due March 24, 2005

Less: Conversion Feature                               3,473,035     4,356,010
                                                      ----------    ----------
                                                                    ----------

Total Long-Term Debt                                  $5,192,965    $4,309,990
                                                      ==========    ==========

NOTE 6- COMMON STOCK TRANSACTIONS

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

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

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

      On October 12, 2004 the Company entered into a subscription agreement with
Scientific  Games  International,  Inc.  to  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  310,833  shares  of common  stock  from
warrants in exchange for $310,833 in cash.

      During  2005 the Company  issued  124,681shares  of common  stock from the
cashless exercise of warrants.

      During 2005 the Company  issued 759,071 shares of common stock for private
placement fundraising services.

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.

                                       12
<PAGE>

      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, 2005,  315,250  options have been  exercised and
666,000 options are outstanding.

      The fair value of each option granted is estimated on the grate date using
the  closing  stock price on the grant  date.  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 March 24 and April 6, 2005, the
Company issued 3,366,390  warrants.  Each warrant is exercisable for a period of
five years at a price of $1.85 for one share of common stock.

      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.

      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 Warrant Agreement  provided for a cashless exercise of the warrants by
permitting  the  holder  to  exchange  two  warrants  for one  share  of  stock.
Simultaneous with the closing, 151,784 warrants were exchanged for 75,892 shares
and 343,666  warrants were  exercise at $1.00 per share.  The fair value of each
warrant  granted is estimated on the grate date using the closing stock price on
the grant date.  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.

      In connection with the issuance of convertible  debt on March 24, 2005 and
April  6,  2005,  the  Company  issued  2,888,667  warrants.   Each  warrant  is
exercisable  for a period  of five  years at a price of $1.50  for one  share of
common stock..  The fair value of the warrants was estimated at $2,384,160 using
the  Black-Scholes  options  pricing  model with the following  assumptions:  no
dividend,  risk-free  interest rate of 4.3%, and an expected life of 5 years and
volatility  of 96%.  The  value of the  warrants  have been  booked as  deferred
charges and are being amortized over the two year life of the convertible debt.

      In connection with the issuance of convertible  debt on March 24, 2005 and
April 6, 2005, the Company issued 477,723 placement agent warrants. Each warrant
is  exercisable  for a period of five years at a price of $1.85 for one share of
common stock. The fair value of the warrants was estimated at $626,578 using the
Black-Scholes options pricing model with the following assumptions: no dividend,
risk-free  interest rate of 4.3%, and an expected life of 5 years and volatility
of 96%. The value of the warrants  have been booked as deferred  charges and are
being amortized over the two year life of the convertible debt.


                                       13
<PAGE>

NOTE 8 - 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.

      The Company  accounts for the  investment  in the joint  venture under the
equity method and holds a 50% interest in the joint venture.

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 $871,287 from
sales of the  GameCards  since  inception.  The  company  has made losses in the
development stage since August, 8th 2002 of $20,988,902.


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  ounce and is  approx.  3mm  thick.  We have three
distinct markets for our GameCard product: the Lotteries; Indian Gaming, 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,  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 scratch card 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 scratch cards.

EGC's 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. This order and an order to the Kansas States Lottery for
120,000  GameCards were delayed until 2006 due to further  product  development.
These orders are now scheduled for the first half of 2006 .


                                       14
<PAGE>

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 our EGC GameCards can be applied to a
broad range of potential promotional opportunities.

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 with improved cost efficiency has been put in place.

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.  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 the interest shown in 2005 will increase in 2006.

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.

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 Regulatory Act). The Class II designation is significant  because
it exempts the Company from becoming subject to the state license procedures and
requirements.

The NIGC opinion letter refers to Version 1 of the electronic  GameCard and then
Version 2. The General  Counsel then places these product  versions in different
gaming  classifications  of NIGC  regulations,  namely  Class  III and  Class II
respectively. The difference in the NIGC classifications is as follows:

         NIGC Class II gaming  regulations  refer to bingo,  when  played in the
         same  location as bingo,  pull tabs,  lotto,  punch  boards,  tip jars,
         instant bingo,  and other games similar to bingo,  and non-house banked
         card games  authorized by or not explicitly  prohibited by the state in
         which the tribal operation is located.

         NIGC Class III gaming  regulations refer to, but are not limited to the
         following;  baccarat,  chemin de fer,  blackjack,  slot  machines,  and
         electronic or electromechanical facsimiles of any game.

The broad  difference is that Class II classified  products are physical  played
games like the checking of a bingo card or the pulling of the pull-tab.  Whereas
Class III products are electronic or electromechanical facsimiles of any game of
chance.

Version 1 of the GameCard  submitted to NIGC was purely an  electronic  GameCard
that could only be played by activating the electronic circuit.  Therefore,  the
Electronic GameCard was classified as a Class III gaming product.

EGC was  advised  that the  application  of a  scratch  panel to the  electronic
GameCard,  which would allow the physical playing of the game card, could change
the NIGC  classification.  The  application of a scratch panel would then define
the  electronic  display  as an  alternative  means  of  play  that  is  just  a
technologic aid.


                                       15
<PAGE>

A scratch  panel was applied to the  GameCard  for  Version 2 of the  electronic
GameCard that was then sent to the NIGC General  Counsel.  NIGC then  classified
the scratch panel electronic GameCard as an NIGC Class II gaming product.  Class
II is the  appropriate  classification  because the  electronic  GameCard with a
scratch panel is now physically  played like a pull tab with no need to activate
the electronic circuit or to play the electronic version of the game while being
able to reach the end of the game and rewards payout, if any.

Throughout this classification discussion EGC worked closely with NIGC's General
Counsel  on the  GameCards  classification.  The  General  Council,  under  NIGC
regulations,  provides  advisory  opinions to gaming  product  developers  as to
whether any product would be likely to be classified in Class II or Class III.

BUSINESS STRATEGY

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

The  Electronic  GameCard  is  supported  by the EGC Sales  Marketing  and Games
Design.  The company  strategy is to develop  generic games which do not require
specific  customization and consequently avoid lengthy software processes.  This
allows for sales 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.

We are also working  closely with strategic  partners to distribute our products
globally.  We typically enter into exclusive  contracts with strategic  partners
for a specific  market and  geography  and several such  negotiations  have been
completed recently in Portugal, India, and Mexico

RESULTS OF OPERATIONS

The company has recorded  $152,145 of revenues  this quarter and for the year to
date.  Sales and  Marketing  costs were  $19,399  compared  with  $53,072 in the
comparable  period for 2005.  This  reflects a reduction in  attendance at trade
shows and events  during the period.  General and  Administration  expenses were
$167,354  compared with  $324,370 for the same period in 2005.  This expense was
lower than the comparable  period as we continued to make  economies  during the
period.  Consultancy  costs were higher at $188,348 compared with $92,682 in the
previous year due to expenditure to resolve some quality control problems in the
production  process.  Salaries and payroll  costs were  $174,309  compared  with
$214,142 a reduction  generated by staff  reduction.  Operating  loss reduced to
$479,751 compared with $661,694 for the comparable period.

FINANCIAL RESOURCES

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


                                       16
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

At the end of the period  covered  by this  report the  Company  carried  out an
evaluation  under the  supervision and with the  participation  of the Company's
management  including the Company's  Chief  Executive  Officer and the Company's
Chief Financial  Officer of the effectiveness of the design and operation of the
Company's  disclosure  controls and  procedures (as defined in Rules 13a-15e and
15d -15-e under the Securities  Exchange Act of 1934 as amended).  Based on this
evaluation  the  Company's  Chief  Executive  Officer  and the  Company's  Chief
Financial Officer the Company concluded that information is recorded, processed,
summarized  and reported  within the time period  specified by the  Commission's
rules and forms,  and that  information is accumulated  and  communicated to our
management,  including our Chief  Executive  Officer (or Acting Chief  Executive
Officer,  as the case may be) and our Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.  Under the supervision and
with the participation of our Chief Executive Officer (or acting Chief Executive
Officer,  as the case may be) and our Chief Financial Officer,  we evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September
30, 2005,  the end of the period.  Following  the review by our Chief  Executive
Officer (or acting Chief  Executive  Officer,  as the case may be) and our Chief
Financial Officer,  each of them has determined that our disclosure 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 has
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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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


                                       17
<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: May 15, 2006             By:  /s/ Lee Cole
                                   ---------------------------------
                                   Lee Cole
                                   Acting President and Acting Chief
                                   Executive Officer

Date: May 15, 2006             By:  /s/ Linden Boyne
                                   ---------------------------------
                                   Linden Boyne
                                   Secretary / Treasurer
                                   (Principal Financial Officer)


                                       18