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

                                  FORM 10-QSB/A

(MARK ONE)

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

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2004

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

                        For the transition period from ______ To _______


                         Commission file number 0-25853

                           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)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: May 10, 2004   21,035,118
                                                -------------------------

      Transitional Small Business Disclosure Format (check one). Yes   ;  No  X
                                                                    ---      ---

<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

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

                                                   (Unaudited)
                                                     March 31,      December 31,
                                                       2004            2003
                                                   -----------      -----------
ASSETS:

CURRENT ASSETS:

     Cash & Cash Equivalents                       $ 4,070,125      $     6,732
     Accounts Receivable                                80,250               --
     Prepaid Expense                                     7,059            6,873
     Value Added Tax Receivable                         20,141            7,868
     Other Receivable                                  135,164               --
     Note Receivable                                    59,837           42,270
                                                   -----------      -----------
          Total Current Assets                       4,372,576           63,743
                                                   -----------      -----------

PROPERTY AND EQUIPMENT:
     Plant and Machinery Equipment                       6,848            6,015
     Office Equipment                                   45,464            8,598
     Less: Accumulated Depreciation                    (18,625)          (6,177)
                                                   -----------      -----------
          Net Fixed Assets                              33,687            8,436
                                                   -----------      -----------

Net Assets of Discontinued Operations                   50,040           50,040
                                                   -----------      -----------

TOTAL ASSETS                                       $ 4,456,303      $   122,219
                                                   ===========      ===========


                                       1
<PAGE>

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

                                                     (Unaudited)
                                                       March 31,    December 31,
                                                        2004           2003
                                                     -----------    -----------

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES:

     Accounts Payable                                $   170,731    $   297,357
     Accrued Payroll Liabilities                         143,763        101,388
                                                     -----------    -----------
          Total Current Liabilities                      314,494        398,745
                                                     -----------    -----------

NON-CURRENT LIABILITIES:
     Long Term Note Payable                               32,570        912,205
                                                     -----------    -----------
          Total Non-Current Liabilities                   32,570        912,205
                                                     -----------    -----------

Net Liabilities of Discontinued Operations                11,094          6,785
                                                     -----------    -----------

     TOTAL LIABILITIES                                   358,158      1,317,735
                                                     -----------    -----------

STOCKHOLDERS' EQUITY
     Common Stock, Par Value $.001,
     Authorized 100,000,000 shares
     Issued 20,676,812 and 13,823,062 shares at
     March 31, 2004 and December 31, 2003                 20,677         13,823
Paid-In Capital                                        6,103,412             --
Currency Translation Adjustment                         (233,798)      (118,441)
Retained Deficit                                        (157,495)      (157,495)
Deficit Accumulated During the Development Stage      (1,634,651)      (933,403)
                                                     -----------    -----------

     TOTAL STOCKHOLDERS'S EQUITY                       4,098,145     (1,195,516)
                                                     -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY          $ 4,456,303    $   122,219
                                                     ===========    ===========


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


                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                 Cumulative
                                                                                   Since
                                                                                April 6, 2000
                                                   For the Three Months Ended   Inception of
                                                           March 31,            Development
                                                      2004           2003          Stage
                                                   -----------    -----------    -----------

<S>                                                <C>            <C>            <C>
Revenue:                                           $    80,250    $        --    $    88,567

Cost of Good Sold                                           --             --         13,452
                                                   -----------    -----------    -----------
Gross Profit (Loss)                                     80,250             --         75,115
                                                   -----------    -----------    -----------

Expenses:
Selling and Marketing Expense                          180,361         13,510        127,293
General & Administrative                                80,805         47,826        356,608
Consulting Expenses                                    349,780        130,560        872,529
Salaries and Wages                                     166,722         65,350        344,755
                                                   -----------    -----------    -----------
     Total Operating Expenses                          777,668        257,246      1,701,185

     Loss from Operations                             (697,418)      (257,246)    (1,626,070)
                                                   -----------    -----------    -----------

Other Income (Expense)
Interest, Net                                              479           (175)        (2,607)
                                                   -----------    -----------    -----------

Net Loss from Continuing Operations before Taxes      (696,939)      (257,421)    (1,628,677)

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

     Net Loss from Continuing Operations              (696,939)      (257,421)    (1,629,132)

Discontinued Operations:
     Net Loss from operations of Scientific
        Energy, Inc. To be disposed, net of tax
        effects of $0                                   (4,309)            --         (5,519)
                                                   -----------    -----------    -----------

     Net Loss                                      $  (701,248)   $  (257,421)   $(1,634,651)
                                                   ===========    ===========    ===========

Basic & Diluted Loss Per Share:
     Continuing Operations                         $     (0.05)   $     (0.02)
     Discontinued Operations                                --             --
                                                   -----------    -----------
                                                   $     (0.05)   $     (0.02)
                                                   ===========    ===========

Weighted Average Shares                             16,838,712     12,696,595
                                                   ===========    ===========

</TABLE>

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


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                    Cumulative
                                                                                      Since
                                                                                   April 6, 2000
                                                      For the Three Months Ended    Inception of
                                                               March 31,            Development
                                                         2004          2003           Stage
                                                     -----------    -----------    -----------
    CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                  <C>            <C>            <C>
Net Loss                                             $  (701,248)   $  (257,421)   $(1,634,651)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation                                              12,192            677         18,368
Stock Issued for Expenses                                     --             --            159
Foreign Currency Translation                            (115,457)        60,600       (227,811)
Net Loss from Discontinued Operations                      4,309             --          5,519

Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable               (80,250)            --        (80,250)
(Increase) Decrease in Prepaid Expenses                     (186)        (9,633)        (7,059)
(Increase) Decrease in Value Added Tax Receivable        (12,273)        (4,204)       (20,141)
Increase (Decrease) in Accounts Payable                 (126,626)        46,021         95,213
Increase (Decrease) in Accrued Payroll Liabilities        42,375             --        143,763
                                                     -----------    -----------    -----------
  Net Cash Used in continuing activities                (977,164)      (163,960)    (1,706,890)
  Net Cash Used in discontinued activities                    --             --         (1,250)
                                                     -----------    -----------    -----------
  Net Cash Used in operating activities                 (977,164)      (163,960)    (1,708,140)
                                                     -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Acquired in Merger                                       --             --          3,834
Purchase of Plant and Machinery Equipment                     --             --         (6,015)
Purchase of Office Equipment                             (35,889)            --        (44,487)
                                                     -----------    -----------    -----------
  Net cash provided by investing activities              (35,889)            --        (46,668)
                                                     -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock                     6,110,266             --      6,110,266
Amount Loaned on Note Receivable                         (16,316)            --        (59,837)
Payment on Long-Term Note Payable                     (1,030,086)       (32,518)    (1,066,142)
Proceeds from Long-Term Note Payable                      12,482        199,584        840,761
                                                     -----------    -----------    -----------
  Net Cash Provided by Financing Activities            5,076,346        167,066      5,825,048
                                                     -----------    -----------    -----------

</TABLE>

                                       4
<PAGE>

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

                                                                Cumulative
                                                                  since
                                                                 April 6,
                                                                   2000
                                  For the Three Months Ended    Inception of
                                          March 31,             Development
                                     2004          2003           Stage
                                  -----------   -----------    -----------

Net (Decrease) Increase in Cash   $ 4,063,293   $     3,106    $ 4,070,240
Foreign Exchange Effect on Cash           100          (215)          (115)
Cash at Beginning of Period             6,732        13,909             --
                                  -----------   -----------    -----------
Cash at End of Period             $ 4,070,125   $    16,800    $ 4,070,125
                                  ===========   ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                        $        --   $        --    $     1,470

  Income taxes                    $        --   $        --    $       455

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

      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.

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


                                       5
<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, 2004 and for the three
month period then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position and results of operations  for the three  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Nature of Operations and Going Concern

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

      Several  conditions  and events cast doubt about the Company's  ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $1,715,000 for the period from April 6, 2000 (inception) to March
31, 2004.

      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.


                                       6
<PAGE>

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

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

Organization and Basis of Presentation

      The Company was incorporated under the laws of the United Kingdom on April
1, 2000,  under the name of Electronic  Game Card,  Ltd. Until 2002, the Company
remained dormant and had no operations. On May 5, 2003, the Company entered into
an agreement  whereby it acquired  100% of the  outstanding  stock of Electronic
Game Card Marketing, a Delaware Company.

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

      As of March 31, 2004, 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, Ltd. (United Kingdom Corporation)
      o     Electronic Game Card Marketing (A Delaware Corporation)
      o     Scientific Energy, Inc. (Utah 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.


                                       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)

Concentration of Credit Risk

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

Cash and Cash Equivalents

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

Depreciation

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

          Asset                               Rate
          -----------------------------       ----
          Plant and Machinery Equipment       3 years
          Office Equipment                    3 years

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

      Depreciation  Expense for the three months  ending March 31, 2004 and 2003
were $12,192 and $677.

Advertising Costs

      Advertising  costs are  expensed as  incurred.  For the three months ended
March  31,  2004  and  2003,   advertising  costs  were  $180,361  and  $13,510,
respectively.


                                       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)

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 British Pound 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,  2004,  the  Company had
4,098,875  warrants  outstanding to purchase  4,098,875  shares of common stock.
However,  the  effect  of  the  Company's  common  stock  equivalents  would  be
anti-dilutive for March 31, 2004 and 2003 and are thus not considered.

Income Taxes

      t 6 0 The Company  accounts for income taxes under the  provisions of SFAS
No. 109,  "Accounting  for Income  Taxes." SFAS No.109  requires  recognition of
deferred  income tax assets and  liabilities  for the expected future income tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.


                                       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, 2003, the Company
had a net  operating  loss  carryforward  for income tax  reporting  purposes of
approximately  $312,000 in the United States and $931,000 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.

NOTE 3 - DEVELOPMENT STAGE COMPANY

      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
December 31, 2003, the Company did not have  significant  cash or other material
assets,  nor did it have an established  source of revenues  sufficient to cover
its operating costs and to allow it to continue as a going concern.


                                       10
<PAGE>

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

NOTE 4 - NOTES RECEIVABLE

      As of March 31, 2004 and  December 31, 2003,  the  following  amounts were
owed to the Company:

                                                         March 31,  December 31,
                                                           2004       2003
                                                         --------   --------

Note Receivable, Interest equal
 to LIBOR, due upon demand                               $ 48,880   $ 31,602

Note Receivable, no interest, due upon demand              10,957     10,668
                                                         --------   --------

Total Note Receivable                                    $ 59,837   $ 42,270
                                                         ========   ========

NOTE 5 - LONG-TERM NOTES PAYABLE

         As of March 31, 2004 and December 31, 2003, the Company has the
following amounts due:
                                                         March 31, December 31,
                                                           2004       2003
                                                         --------   --------
Note Payable, Interest equal to LIBOR, due within 14
 days of Company initiating public offering or due
     on demand, secured by all assets of the Company     $     --   $883,402


Note Payable, Interest equal to LIBOR, due
 November 2, 2004 or 14 days of Company initiating
 public offering, secured by assets of the Company         32,570     28,803
                                                         --------   --------

Total Long-Term Debt                                     $ 32,570   $912,205
                                                         ========   ========


                                       11
<PAGE>

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

NOTE 6 - RELATED PARTY TRANSACTIONS

      During the three months  ending March 31, 2004 and 2003, a former  officer
of the  Company  received  $27,600  (15,000UK)  and  $3,280  (2,000UK)  and  the
president received $113,390 (61,625UK) and $0 for providing consulting services.

NOTE 7- 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.

NOTE 8 - WARRANTS

      In connection with the 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. 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 common stock.
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.


                                       12
<PAGE>

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

NOTE 8 - WARRANTS (Continued)

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.  These
warrants were issued for issuance costs and recorded in paid in capital.

      The following  table sets forth the warrants  outstanding  as of March 31,
2004. There were no options or warrants were outstanding as of March 31, 2003.

<TABLE>
<CAPTION>

                                                                                       Weighted
                                                                         Option /       Average        Weighted
                                                                        Warrants        Exercise       Average
                                                                         Shares          Price         Fair Value
                                                                       -----------    -----------    -------------


<S>                                                                     <C>         <C>                   <C>
Warrants outstanding, December 31, 2003                                         --    $        --


Granted, Exercise price more than fair value                                    --             --
Granted, Exercise price less than fair value                             4,098,875           1.00           1.95
Expired                                                                         --

Exercised                                                                       --             --

Warrants outstanding, March 31, 2004                                     4,098,875          $1.00
                                                                       ===========    ===========

</TABLE>

      Exercise prices for warrants outstanding as of March 31, 2004 was $1.00. A
summary of these options by range of exercise prices is shown as follows:

<TABLE>
<CAPTION>
                                                                                   Weighted-            Weighted-
                                            Weighted-          Shares/              Average              Average
                          Shares /           Average           Warrants          Exercise Price        Contractual
     Exercise             Warrants           Exercise         Currently            Currently            Remaining
      Price              Outstanding          Price          Exercisable          Exercisable              Life
-------------------    ----------------    -------------    ---------------    -------------------    ---------------

<C>                          <C>           <C>                   <C>           <C>                       <C>
$             1.00           4,098,875     $       1.00          4,098,875     $             1.00        5 years

</TABLE>


                                       13
<PAGE>

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

NOTE 9 - 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. As of the date of this
report, the transaction has not been completed.

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

                               March 31,        December 31,
                                 2004              2003
                               -------            -------

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

Accounts Payable                 9,893              5,595
Income Tax Payable                 100                100
Shareholder Loan                 1,101              1,090
                               -------            -------
Total Liabilities               11,094              6,785
                               -------            -------

Net Assets to be Disposed of   $38,946            $43,255
                               =======            =======

      Net  assets  and  liabilities  to be  disposed  of  have  been  separately
classified in the accompanying  consolidated balance sheet at March 31, 2004 and
December 31, 2003.

      Operating  results of this  discontinued  operation  for the three  months
ended  March 31,  2004 are shown  separately  in the  accompanying  consolidated
statement of operations.  The statement of operations for the three months ended
March 31,  2003,  have not been  restated as the Company did not own  Scientific
Energy at this time. The operating  results of the  discontinued  operations for
the three months ended March 31, 2004 consist of:


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

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


                                       14
<PAGE>

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

NOTE 10 - CONTINGENCIES

      Currently,  Electronic  Game Card, Ltd. is a party to a lawsuit brought in
the Central London County Court by a former consultant. The claim is 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 has  filed a
counterclaim which seeks damages in excess of $26,670 but limited to $88,900 and
interest.  The case is listed  for trial  between  June 24,  2004 and August 20,
2004.  It is uncertain  as to the outcome of the  proceedings,  but  managements
estimates  a  possible  loss of  $91,500  (50,000UK).  As of March 31,  2004 and
December  31,  2003,  the  company has  recorded$91,500  and $88,900 in accounts
payable for this lawsuit.

NOTE 11 - COMMITMENTS

      In connection with a distribution  agreement the company entered into with
Scientific  Games  International,  Inc.(SGI)  the  Company  issued  the right to
purchase up to ten percent of the issued and outstanding  shares of EGC, Inc. on
a fully diluted basis at anytime  until an Electronic  Game Card initial  public
offering.  SGI has the right to purchase the common  equity at a price per share
equal to the lesser of (a) $0.75 per share of common  equity,  or (b) 50% of the
price of any  common  equity  sold by  either  Electronic  Game  Card,  Ltd.  Or
Electronic Game Card, Inc. after May 2, 2003 in the most recent prior offered or
proposed  offering of their  securities,  whether  public,  private or through a
business combination transaction.

      The Company leases office space in London on a  month-to-month  agreement.
The terms for the agreement  required a deposit of $5,490  (3,000UK) and monthly
rent of $5,520 (3,000UK).


                                       15
<PAGE>

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/A.

GENERAL

      Electronic Game Card, Inc., is a supplier of innovative  gaming devices to
the lottery and  promotional  industry  worldwide.  Our lead  product is the EGC
GameCard,  a revolutionary  credit card-sized pocket game combining  interactive
capability with "instant win" excitement. We are a development stage company, we
had  revenues of $88,567  from  operations,  and we expect to  generate  further
revenues in the near  future.  For the three  months  ended March 31,  2004,  we
incurred net losses of $701,248.

      Between  December  11, 2003,  and  February 20, 2004,  the Company sold an
aggregate total of 6,833,750  shares of common stock. The Company issued a press
release on February  23, 2004  announcing  the  closing of this  private  equity
financing.  All of these  sales  were  made in  reliance  upon  exemptions  from
registration  under the Securities Act of 1933, as amended (the "Act").  We sold
all of these common stock shares for $1.00 per share. For every two common stock
shares  sold the  purchaser  of those  shares  received a warrant to purchase an
additional  common stock share at an exercise price of $1.00 each.  Accordingly,
3,416,875 warrants in total were issued. In addition to selling those shares, we
issued  warrants to purchase up to 683,375 shares of our common stock to various
investment advisors and consultants. These warrants are exercisable at the price
of $1.25 per share.

THE COMPANY

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

      The  EGC  GameCard  was  designed  by  us  to be  rich  in  functionality,
customizable,  extremely portable, and relatively inexpensive. Each EGC GameCard
includes a microprocessor,  LCD, and long life power source, as well as state of
the art security features protecting both the consumer and the promoter. Our EGC
GameCard weighs in at just under one half an ounce and is only 3mm thick.

      We have  identified  two distinct  markets for our GameCard  product:  the
Lottery market and the Sales Promotion market.


                                       16
<PAGE>

LOTTERY MARKET

         Lottery  operators  currently  make use of paper  scratch cards to give
players an  "instant"  win or lose  reward  experience.  This  "instant"  market
currently  attracts  approximately  $30  billion  (22%) of the  total  worldwide
lottery  gaming market  estimated at $140 billion.  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.  Consumers  currently pay
as much as  $30.00  per  scratch  card for this type of  player  experience.  We
believe our EGC  GameCard is the next  evolution of the scratch  card,  offering
multiple plays and multiple chances to win in a credit card-sized medium that is
within the pricing parameters of state lottery operators.  To access the lottery
market  in  the  most  expeditious  manner  possible,  we  signed  an  exclusive
distributorship in May 2003 with Scientific Games International,  Inc., (NASDAQ:
SGMS),  the largest printer and wholesaler of "instant" win scratch cards to the
worldwide lottery market. Scientific Games supplies over 70% of the scratch card
needs to the worldwide  lottery  market and,  equally  important,  is intimately
involved  in  bringing  new  innovative  products  to the state  lotteries.  The
exclusivity  conditions of the agreement are contingent  upon  Scientific  Games
hitting  pre-determined  volume levels of EGC GameCard  product over the term of
the agreement.

SALES PROMOTION MARKET

         The  sales  promotion   market  consists   broadly  of  "giveaways"  by
corporations  for use in  loyalty  programs,  incentive  programs,  advertising,
promotions,  marketing,  competitions  and the like. The market for  promotional
items is extremely large and is estimated at $100 billion worldwide. Newspapers,
magazines and direct mail solicitations offer rewards,  frequently using scratch
cards,  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
hotel  promotions,  casino  promotions,  newspaper  promotions  and direct  mail
solicitations.  We have entered into a two year  exclusive  agreement with Clegg
Industries,  Inc., a direct mail promotions  specialist in the United States, to
utilize our EGC  GameCard in direct mail  campaigns  in the United  States.  The
exclusivity  conditions of the agreement are  contingent  upon Clegg  Industries
hitting  pre-determined  volume levels of EGC GameCard  product over the term of
the agreement.

         Each EGC GameCard is developed by us with direct input from our clients
on the style and functionality of the card. The GameCard`s are produced in China
through an exclusive  manufacturing agreement with a large Chinese manufacturer.
We hold  international  patents on our  technology  and have  applied for patent
protection in the United States.

      The Company owns 100% of the share capital of Electronic Game Card,  Ltd.,
a company incorporated under the laws of England,  through its wholly owned U.S.
subsidiary Electronic Game Card Marketing, Inc. (Delaware).


                                       17
<PAGE>

BUSINESS STRATEGY

         During  the  first  half  of  2003  the  Company  was   successful   in
establishing  the mass  production of the EGC GameCard.  This  necessitated  the
identification of manufacturing sources, quality control assessors and insurance
agents.  The  Company is now in a  position  to begin the  marketing  of the EGC
GameCard  and  has  distribution  agreements  in  place  with  Scientific  Games
International, Inc., for the exclusive, global distribution of EGC GameCard's in
the  lottery  industry,  and with  Clegg  Industries,  Inc.,  for the  exclusive
distribution  of  the  EGC  GameCard  in  U.S.  direct  mail  promotions.   Both
distribution  agreements  are  contingent  upon  sales  targets.  We  intend  to
establish  additional  distribution  agreements in the future to supplement  the
planned growth of our own sales and marketing resources.

      In January  2004 we opened a New York sales office to deal  directly  with
specialist  agencies in the sales promotion market in the United States. We also
intend to open a  similar  office in Tokyo in the  spring of 2004.  The  Company
maintains its European  headquarters at 32 Haymarket,  London,  SW1Y 4TP, United
Kingdom.  It is the  Company's  intention  to staff each of these  offices  with
sufficient sales and marketing  personnel to address their  respective  markets.
Staff will be responsible for liaising with the distributors of the EGC GameCard
and ensuring that product is delivered to clients via the centralized production
process.

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

      We intend to sell our products  through an internal  sales team as well as
through licensing agreements with certain third parties. Our internal sales team
consists of 2  individuals,  and we are  planning to add to our sales staff upon
completion of this offering. We currently have sales offices in London, and have
recently opened an office in New York. We plan to open in office in Tokyo in the
first half of 2004. Our sales team has relevant  experience in their appropriate
markets. We also intend to utilize a customer relationship  management system to
allow our staff to share information directly with sales agents.

      In addition to our current  and planned  sales team,  we are also  working
closely with strategic  partners to distribute our products.  We typically enter
into exclusive  contracts with our strategic  partners for a specific market and
geography.  Each contract includes performance measures that must be achieved to
maintain exclusivity. Our current third party partners include Scientific Games,
Inc. and Clegg Industries.

ITEM 3. CONTROLS AND PROCEDURES

The Company's President has concluded,  based on an evaluation  conducted within
90 days prior to the filing date of this Quarterly Report on Form 10-QSB/A, that
the Company's disclosure controls and procedures have functioned  effectively so
as to provide those officers the information necessary whether:


                                       18
<PAGE>


      (i) this Quarterly  Report on Form 10-QSB/A  contains any untrue statement
      of a material fact or omits to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      Quarterly Report on Form 10-QSB/A, and

      (ii) the financial statements, and other financial information included in
      this  Quarterly  Report on Form  10-QSB/A,  fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the Company as of, and for, the periods presented in this Quarterly Report
      on Form 10-QSB/A.

      There have been no significant  changes in the Company's internal controls
or in other  factors  since the date of the  President's  evaluation  that could
significantly  affect these internal controls,  including any corrective actions
with regards to significant deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

On February 20, 2004,  the Company  issued  6,853,750  shares of common stock in
connection with a private placement.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


                                       19
<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.

(b)  Reports on Form 8-K filed.

      On February  27,  2004,  the Company  filed a current  report under Item 5
announcing the closing of its private placement.

                                   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 __, 2004                     By: /s/ John R Bentley
                                          --------------------------------------
                                          John R Bentley
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)



Date: August __, 2004                     By: /s/ Linden Boyne
                                          --------------------------------------
                                          Linden Boyne
                                          Secretary / Treasurer
                                          (Principal Financial Officer)


                                       20