U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

    |X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 2003

    |_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-27102

                                  eGames, Inc.
             (Exact name of registrant as specified in its charter)

            PENNSYLVANIA                                23-2694937
    (State or other jurisdiction of                    (IRS Employer
     incorporation or organization)                Identification Number)

                      2000 Cabot Boulevard West, Suite 110
                            Langhorne, PA 19047-1811
                    (address of Principal executive offices)

          Issuer's Telephone Number, Including Area Code: 215-750-6606

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 ( )

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                 Yes ( )  No ( )

                      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 practicable date: 9,989,337 shares of common stock, no
par value per share, as of November 10, 2003.

Transitional Small Business Disclosure Format (check one): Yes ( )  No (X)


<PAGE>



                                      INDEX

                                                                         Page
Part I.        Financial Information

Item 1.        Financial Statements:

               Balance Sheet as of September 30, 2003....................  3

               Statements of Operations for the three months
                   ended September 30, 2003 and 2002 ....................  4

               Statements of Cash Flows for the three months
                   ended September 30, 2003 and 2002.....................  5

               Notes to Financial Statements.............................  6

Item 2.        Management's Discussion and Analysis of Financial
                   Condition and Results of Operations ..................  15

               Risk Factors..............................................  26

Item 3.        Controls and Procedures...................................  31

Part II        Other Information

Item 6.        Exhibits and Reports on Form 8-K..........................  32

Exhibit Index  ..........................................................  32

Signatures     ..........................................................  33

Exhibits       ..........................................................  34




<PAGE>


Item 1.  Financial Statements

                                  eGames, Inc.
                                  Balance Sheet
                                   (Unaudited)

                                                                       As of
                                                                   September 30,
ASSETS                                                                 2003
                                                                    -----------
Current assets:
   Cash and cash equivalents                                        $   757,524
   Accounts receivable, net of allowances totaling $865,252           1,659,951
   Inventory                                                            609,952
   Prepaid and other expenses                                           309,345
                                                                    -----------
          Total current assets                                        3,336,772

Furniture and equipment, net                                             22,875
                                                                    -----------
          Total assets                                              $ 3,359,647
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current and total liabilities:
   Accounts payable                                                 $   584,098
   Accrued expenses                                                     543,335
                                                                    -----------
          Total current liabilities and total liabilities             1,127,433


Stockholders' equity:
   Common stock, no par value (40,000,000 shares authorized;
          10,221,237 issued and 9,989,337 outstanding)                9,179,827
   Additional paid-in capital                                         1,251,195
   Accumulated deficit                                               (7,697,391)
   Treasury stock, at cost - 231,900 shares                            (501,417)
                                                                    -----------
          Total stockholders' equity                                  2,232,214
                                                                    -----------
          Total liabilities and stockholders' equity                $ 3,359,647
                                                                    ===========




                 See accompanying notes to financial statements.


<PAGE>


                                  eGames, Inc.
                            Statements of Operations
                                   (Unaudited)

                                                        Three months ended
                                                           September 30,
                                                   ---------------------------

                                                       2003           2002
                                                   ------------   ------------
Net sales                                          $  2,052,472   $  1,859,156

Cost of sales                                           818,185        879,803
                                                   ------------   ------------

Gross profit                                          1,234,287        979,353

Operating expenses:
    Product development                                 126,390        102,806
    Selling, general and administrative                 602,284        645,292
                                                   ------------   ------------
        Total operating expenses                        728,674        748,098
                                                   ------------   ------------

Operating income                                        505,613        231,255

Interest expense, net                                     4,983         18,475
                                                   ------------   ------------

Income before income taxes                              500,630        212,780

Provision for income taxes                               22,284          - 0 -
                                                   ------------   ------------

Net income                                         $    478,346   $    212,780
                                                   ============   ============


Net income per common share:

       - Basic                                     $       0.05   $       0.02
                                                   ============   ============
       - Diluted                                   $       0.05   $       0.02
                                                   ============   ============


Weighted average common shares outstanding
        - Basic                                       9,989,337      9,989,337

Dilutive effect of common share
          equivalents                                   483,761        303,344
                                                   ------------   ------------
Weighted average common shares outstanding
        - Diluted                                    10,473,098     10,292,681
                                                   ============   ============


                 See accompanying notes to financial statements.


<PAGE>


                                  eGames, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                        September 30,
                                                                 --------------------------
                                                                    2003           2002
                                                                 -----------    -----------
Cash flows from operating activities:
<S>                                                              <C>            <C>
    Net income                                                   $   478,346    $   212,780
    Adjustment to reconcile net income to net cash
             used in operating activities:
    Stock-based compensation                                           8,058         34,260
    Depreciation, amortization and other non-cash items                4,152         10,704
    Provisions for product returns, price markdowns, bad debts
             and inventory obsolescence, net of adjustments          392,073        355,730
    Changes in items affecting operations:
             Accounts receivable                                    (821,128)      (903,891)
             Prepaid and other expenses                              (72,109)        27,663
             Inventory                                              (192,798)        14,555
             Accounts payable                                         11,001        257,681
             Accrued expenses                                        (66,534)      (211,858)
                                                                 -----------    -----------
Net cash used in operating activities                               (258,939)      (202,376)
                                                                 -----------    -----------

Cash flows from investing activities:
    Purchases of furniture and equipment                              (7,774)         - 0 -
                                                                 -----------    -----------
Net cash used in investing activities                                 (7,774)         - 0 -
                                                                 -----------    -----------

Cash flows from financing activities:
    Repayments of credit facility/bank debt                            - 0 -       (210,000)
    Repayments of note payable                                         - 0 -        (16,592)
                                                                 -----------    -----------
Net cash used in financing activities                                  - 0 -       (226,592)
                                                                 -----------    -----------

Net decrease in cash and cash equivalents                           (266,713)      (428,968)

Cash and cash equivalents:
    Beginning of period                                            1,024,237        700,109
                                                                 -----------    -----------
    End of period                                                $   757,524    $   271,141
                                                                 ===========    ===========


Supplemental cash flow information:

    Cash paid for interest                                       $     5,475    $    18,475
                                                                 ===========    ===========

    Cash received from income tax refunds                        $       253    $     - 0 -
                                                                 ===========    ===========
</TABLE>



                 See accompanying notes to financial statements.



<PAGE>


                                  eGames, Inc.

                          Notes to Financial Statements

1.  Summary of Significant Accounting Policies

Description of Business

eGames, Inc. is a Pennsylvania corporation incorporated in July 1992 that
publishes, markets and sells value-priced consumer entertainment PC software
games. PC software games today are a substantial consumer products category at
mass-merchant and specialty retail stores. Our product line enables us to serve
consumers who are seeking a broad range of high-quality, value-priced PC
software, distributed on CD-ROM media and also electronically via the Internet.
In North America, our products are mostly distributed through third-party
distributors on a non-exclusive basis who service mass-merchant and specialty
retailers. We also sell our products directly to certain PC software retailers.
In territories outside North America, our products are distributed through
third-party distributors that license our PC software content for their own
manufacture and distribution within specific geographic territories. The word
"customer (s)" as used in this document is defined as third-party distributor
(s)and/or retailer (s), as compared to the word "consumer (s)," which is defined
as being the end consumer (s) shopping at retail stores or over the Internet.

Liquidity

As of September 30, 2003, we had stockholders' equity of $2,232,000 and working
capital of $2,209,000. For the three months ended September 30, 2003, we earned
net income of $478,000. Additionally, as of September 30, 2003, we had a cash
balance of $757,000 representing a $267,000 decrease in cash since June 30,
2003.

From the first quarter of fiscal 2002 until September 18, 2003, the date on
which we entered into our new credit facility agreement, we did not have access
to a credit facility and had been dependent entirely on cash flow from
operations to meet our financial obligations. Our ability to achieve and
maintain positive cash flow remains essential to our survival as a going
concern, because our access to this credit facility is limited to the lesser of
$500,000 or seventy-five percent of our qualified accounts receivable. Our
ability to do this depends upon a variety of factors, including the timing of
the collection of outstanding accounts receivable, the creditworthiness of the
primary distributors and retail customers of our products, and sell-through of
our products to consumers, and the costs of producing and marketing such
products.

We believe that our projected cash and working capital balances may be
sufficient to fund our operations, including the contractual obligations and
commitments described in our "Management's Discussion and Analysis of Results of
Operations and Financial Condition", through June 30, 2004, but there are
significant challenges that we will need to successfully manage in order to be
able to fund our operations through that period of time and beyond. These
challenges include, but are not limited to: agreeing to and maintaining
acceptable payment terms with our vendors; and maintaining timely receivable
payments from a concentrated group of customers. Additionally, our accounts
payable have historically increased substantially during our first and second
fiscal quarters (third and fourth calendar quarters) when we increase the amount
of inventory we purchase to meet anticipated customer orders for the back to
school and holiday selling seasons. If we are not paid timely by our customers
during the period following this seasonal increase in inventory purchases, we
may have difficulty paying our vendors in a timely manner, which would then
significantly impact our ability to continue normal operations.

Additionally, there are market factors beyond our control that could also
significantly affect our operating cash flow. The most significant of these
market factors is the market acceptance and sell-through rates of our current
products to consumers, and the growth of the consumer entertainment PC software
market, and in particular our share of that market. If any of our software
titles do not sell through to consumers at the rate anticipated, we could be
exposed to additional product returns or price markdowns and a lack of customer
replenishment orders for these products. As a result of these factors, we may
not be able to achieve or maintain positive cash flow. Additional outside
financing to supplement our cash flows from operations may not be available if
and when we need it. Even if such financing were available from a bank or other
financing source, it may not be on terms satisfactory to us because of the
dilution it may cause or other costs associated with such financing.


<PAGE>


Basis of Presentation

The accompanying unaudited interim financial statements were prepared in
accordance with generally accepted accounting principles for interim financial
information as promulgated in the United States of America. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The Notes to Financial Statements included in our Form 10-KSB for
the fiscal year ended June 30, 2003 should be read in conjunction with the
accompanying statements. These statements include all adjustments that
management believes are necessary for a fair presentation of the statements.
These interim operating results are not necessarily indicative of the results
for a full year. Certain dollar amounts discussed within the "Notes to Financial
Statements" have been rounded to the nearest thousand ("000").

Fair Value of Financial Instruments

The recorded amounts of accounts receivable and accounts payable at September
30, 2003 approximate fair value due to the relatively short period of time
between origination of the instruments and their expected realization. All
liabilities are carried at cost, which approximate fair value for similar
instruments.

Cash and Cash Equivalents

For purposes of the statements of cash flows, we consider all highly liquid
instruments purchased with an original maturity of three months or less to be
cash equivalents.

Accounts Receivable, net

Accounts receivable is reflected at the amount we expect to ultimately collect
from outstanding customer balances, and is shown on our balance sheet net of
allowances for product returns, price markdowns and bad debts. The adequacy of
these allowances is reviewed at the end of each reporting period and any
necessary adjustments to these allowances are made through additional provisions
for: product returns and price markdowns (reflected as a reduction to net
sales); and customer bad debts (reflected as an operating expense). Actual
product returns, price markdowns and bad debts are recorded as reductions to
these allowances as well as reductions to the customers' individual accounts
receivable balances.

Inventory

Inventory, consisting primarily of finished goods, is valued at the lower of
cost or market. Cost is determined by the first-in, first-out method (FIFO).

Furniture and Equipment

Furniture and equipment are stated at cost. Depreciation is calculated on the
straight-line method over the estimated useful lives of the assets ranging from
three to five years.

Leasehold improvements have been fully amortized on the straight-line method
over the shorter of the lease term or estimated useful life of the assets.
Maintenance and repair costs are expensed as incurred.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," we record
impairment losses on long-lived assets, including intangible assets, used in
operations when the fair value of those assets, less the cost to sell, is lower
than our carrying value for those assets.



<PAGE>


Intangible Assets

As of September 30, 2003, we had intangible assets totaling $741,000, which
costs have been fully amortized. These assets resulted primarily from the
purchase of software rights, and their expense was amortized, on a straight-line
basis, over no more than a three-year period. For the three months ended
September 30, 2003 and 2002, we did not record any amortization expense.

Revenue Recognition

Product Sales:
--------------
We distribute the majority of our products through third-party distributors to
mass-merchant retailers and directly to certain PC software retailers. These
retailers have traditionally sold consumer entertainment PC software products.
The distribution of our products is governed by distribution agreements, direct
sale agreements or purchase orders, all of which generally allow for product
returns and price markdowns. We recognize revenues from product shipments to the
customers that traditionally have sold consumer entertainment PC software
products at the time title to our inventory passes to these customers, less a
provision for anticipated product returns and price markdowns.

The provision for anticipated product returns and price markdowns is based upon,
among other factors: historical product return and price markdown results,
analysis of customer provided product sell-through and field inventory data when
available to us, the introduction of new and/or competing software products,
review of outstanding return material authorizations, and the extent to which
new products with higher price points or unproven genres are being launched.
Title passes to these customers either upon shipment of the product or receipt
of the product by these customers based on the terms of the sales transaction.
Most of our customers require shipping terms of FOB destination, which results
in the title to our product passing at the time when the customer actually
receives our product. In order to recognize revenues associated with customer
purchase orders having terms of FOB destination, we obtain proof of deliveries
from the freight companies that deliver our products to our customers for
product shipments made during the last two weeks of a reporting period. Revenues
and cost of revenues associated with product shipments received by our customers
after the reporting period and having FOB destination terms are excluded from
the current period's operating results. The results of the sales cut-off tests
are reviewed by our Controller, Chief Financial Officer and independent auditors
before the period's earnings release is distributed.

We recognize product sales to the customers that traditionally have sold
consumer entertainment PC software products in accordance with the criteria of
SFAS No. 48 at the time of the sale, based on the following: the selling price
is fixed at the date of sale, the buyer is obligated to pay us, title of the
product transfers to the buyer, the buyer has economic substance apart from us,
we do not have further obligations to assist the buyer in the resale of the
product and the product returns and price markdowns can be reasonably estimated
at the time of sale. After deliveries to our distribution and retail customers
are made, we do not provide any further services or materials that are essential
to our products' functionality. However, we do provide basic telephone and
web-based customer support to consumers who purchase our products as a means of
fostering consumer loyalty. Costs associated with our customer support effort
usually occur within one year from the period we recognize revenue and these
costs have continued to be minimal (averaging about 1% of net sales). These
costs to render our customer support services, which are comprised of the salary
and related costs of our one customer support representative, are expensed in
the period incurred and are reflected within the Statements of Operations as
operating expenses under "Selling, general and administrative."

Prior to fiscal 2003, we recognized revenues for product shipments to customers
that have not traditionally sold consumer entertainment PC software products
(primarily drug store retailers and distributors) when our products actually
sold through to the end consumer at these retail locations or when the right of
return no longer existed. We did not recognize these revenues at the time we
shipped our products to these drug store retailers or distributors based upon
our revenue recognition policy for these types of customers. During fiscal 2002,
we transitioned our direct distribution relationships with drug store retailers
to a licensing relationship with a third-party distributor, United American
Video ("UAV"), which assumed the responsibilities and costs of: order processing
and receivable collections, inventory production, distribution, promotion and
merchandising of our products to these drug store retailers. We recognize
licensing revenues, which are reflected in net sales, based upon contractual
royalty rates applied to the licensees' net sales of our software titles during
each reporting period.

<PAGE>

Provision for Product Returns and Price Markdowns:
--------------------------------------------------
We currently distribute the majority of our products through third-party
distributors to mass-merchant retailers and directly to certain PC software
retailers, which retailers have traditionally sold consumer entertainment PC
software products. The distribution of our products is governed by distribution
agreements, direct sale agreements or purchase orders, all of which generally
allow for product returns and price markdowns. The provision for anticipated
product returns and price markdowns is based upon, among other factors, our
analysis of historical product return and price markdown results, product
sell-through results at retail store locations, current field inventory
quantities at distributors' warehouses and at retail store locations,
outstanding return material authorizations, and the introduction of new and/or
competing software products that could negatively impact the sales of one or
more of our current products. The adequacy of our allowance for product returns
and price markdowns is reviewed at the end of each reporting period and any
necessary adjustment to this allowance (positive or negative) is reflected
within the current period's provision. At the end of each reporting period, the
allowance for product returns and price markdowns is reflected as a reduction to
the accounts receivable balance reflected on our balance sheet.

During the three months ended September 30, 2003 and 2002, our provisions for
product returns and price markdowns for customers that have traditionally sold
consumer entertainment PC software products (inclusive of inventory liquidation
distributors) were $308,000 and $316,000, respectively, or 14% and 15% of
related gross sales, respectively.

Prepaid and Other Expenses

Prepaid and other expenses represent advance payments made to third parties for,
among other things, items such as licensing of software and intellectual
properties used in our products, maintenance contracts, certain insurance
coverage and retailers' slotting fees. Prepaid and other expenses are expensed
at contractual rates or on a straight-line basis over the period of time covered
by a contract.

Marketing, Sales Incentive and Promotional Costs

Marketing costs reflected as operating expenses, such as advertising fees and
display costs, are charged to expense as incurred or when shipped to a customer.
These costs were $23,000 and $19,000 for the three months ended September 30,
2003 and 2002, respectively.

Sales incentives, such as rebates and coupons, that we grant retailers or
consumers are recorded as reductions to net sales as incurred, and were $26,000
and $10,000 for the three months ended September 30, 2003 and 2002,
respectively.

Promotional costs, such as slotting fees required by certain retailers, are
recorded as reductions to net sales on a straight-line basis over the
contractual period. These costs were $32,000 and $52,000 for the three months
ended September 30, 2003 and 2002, respectively.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under the
asset and liability method, deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and for net operating loss and credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be
recovered or settled.

Computation of Net Income per Common Share

Net income per common share is computed in accordance with SFAS No. 128,
"Earnings per Share". Basic earnings per share is computed by dividing net
earnings by the weighted average number of common shares outstanding during each
period. Diluted earnings per share is computed by dividing net earnings by the
weighted average number of common shares and common share equivalents ("CSE's")
outstanding during each period that we report net income. CSE's may include
stock options and warrants using the treasury stock method.


<PAGE>


Accounting for Stock-Based Compensation

As of July 1, 2002, we adopted within our financial statements the provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation," by applying the fair
value method for stock option grants made on or after that date. For stock
option grants made prior to July 1, 2002, we recognized stock-based compensation
using the intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). As of
January 1, 2003, we adopted the provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" (see Note 10).

Management's Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, including allowances for inventory obsolescence, product returns,
price markdowns and bad debts (from uncollectible accounts receivable), 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. We recognize the critical nature and potential impact from
making these and any other estimates and attempt to make reliable estimates,
based upon the information available to us as of any reporting period. However,
we also recognize that actual results could differ from any of our estimates and
such differences could have a negative or positive impact on future financial
results.

New Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an Amendment of FASB Statement No.
123". SFAS No. 148 amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for an entity that
voluntarily changes to the fair-value-based method of accounting for stock-based
employee compensation. It also amends the disclosure provisions of that
statement to require prominent disclosure about the effects on reported net
income and earnings per share and the entity's accounting policy decisions with
respect to stock-based employee compensation. Certain of the disclosure
requirements are required for all companies, regardless of whether the fair
value method or intrinsic value method is used to account for stock-based
employee compensation arrangements. This amendment to SFAS No. 123 became
effective for financial statements for fiscal years ended after December 15,
2002 and for interim periods beginning after December 15, 2002. Accordingly, we
adopted the disclosure provisions of this statement effective January 1, 2003.

In March 2003, the Emerging Issues Task Force published Issue No. 00-21
"Accounting for Revenue Arrangements with Multiple Deliverables" (EITF 00-21).
EITF 00-21 addresses certain aspects of the accounting by a vendor for
arrangements under which it performs multiple revenue generating activities and
how to determine whether such an arrangement involving multiple deliverables
contains more than one unit of accounting for purposes of revenue recognition.
The guidance in this Issue is effective for revenue arrangements entered in
fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 on July
1, 2003 did not have any impact on our financial statements.

2.  Accounts Receivable, net

Accounts receivable consists of the following:

     Accounts receivable, gross                                   $ 2,525,203
     Allowance for product returns                                   (773,880)
     Allowance for price markdowns                                    (77,372)
     Allowance for bad debts                                          (14,000)
                                                                  -----------
     Accounts Receivable, net                                     $ 1,659,951
                                                                  ===========



<PAGE>


3.  Inventory

Inventory consists of the following:

     Raw materials                                                $   167,257
     Finished goods                                                   437,380
     Product returns, estimated                                       130,253
                                                                  -----------
                                                                      734,890

     Allowance for inventory obsolescence                            (124,938)
                                                                  -----------
     Inventory                                                    $   609,952
                                                                  ===========


4.  Prepaid and Other Expenses

Prepaid and other expenses consists of the following:

     Advance royalty fees                                         $   140,582
     Prepaid insurance expenses                                       109,746
     Slotting fees                                                     41,000
     Other expenses                                                    18,017
                                                                  -----------
     Prepaid and Other Expenses                                   $   309,345
                                                                  ===========


5.  Furniture and Equipment, net

Furniture and equipment consists of the following:

     Furniture and equipment                                      $   912,279

     Accumulated depreciation                                        (889,404)
                                                                  -----------
     Furniture and Equipment, net                                 $    22,875
                                                                  ===========


6.  Accrued Expenses

Accrued expenses consist of the following:

     Accrued payroll, bonus and vacation expenses                 $   120,974
     Accrued royalty fees                                             110,475
     Inventory receipts                                               107,828
     Customers with credit balances                                    59,696
     Accrued professional fees                                         40,730
     Income taxes                                                      32,538
     Accrued marketing promotion costs                                 24,665
     Other accrued expenses                                            46,429
                                                                  -----------
     Accrued Expenses                                             $   543,335
                                                                  ===========


7.   Dependence on One Major Distributor

We distribute the majority of our products through third-party software
distributors to mass-merchant retailers and directly to certain PC software
retailers. These retailers have traditionally sold consumer entertainment PC
software products successfully, and they typically designate the distributor
they want us to use to fulfill the distribution of our products to their stores,
or they may decide to have us distribute our products directly to them.

Atari, Inc. ("Atari") is our primary North American distributor serving the
major mass-merchant retailers in North America, such as Wal-Mart, Target and
Best Buy, among others. During the three months ended September 30, 2003 and
2002, Atari accounted for $1,569,000 and $992,000, in net sales, or 76% and 53%
of net sales, respectively. We have continued to increase our product
distribution through Atari to these major mass-merchant retailers by increasing
the number of retail facings - designated positions for our software titles
within a retailer's shelf space - in these retailers' stores.


<PAGE>


eGames' financial condition and our ability to continue as a going concern could
be significantly affected in the event that we would lose our distribution
capability through Atari. However, product distribution to these retailers is a
competitive business within itself and there are other distributors who also
serve these leading national retail chains. These alternative distributors could
potentially distribute our products to these retailers if, for example, Atari
would chose to discontinue distributing our titles or if any of these retailers
would decide to discontinue their relationship with Atari.

8.  Commitments and Contingencies

Our 5,000 square foot office facility located in Langhorne, Pennsylvania is
occupied under an operating lease that is scheduled to expire on September 30,
2004. Additionally, we currently rent certain office equipment through various
operating lease agreements. Net rent expense incurred under our operating leases
was $21,000 and $18,000 for the three month periods ended September 30, 2003
and 2002, respectively.

Under various licensing agreements with third-party software developers, we are
required to pay royalties for the use of licensed content in our products.
Royalty expense under such agreements, which is recorded in cost of sales, was
$226,000 and $224,000 for the three months ended September 30, 2003 and 2002,
respectively. Additionally, most of these licensing agreements require us to
make advance royalty payments to these developers prior to the time we recognize
any net sales of software titles containing this licensed software content. We
have commitments to pay $214,000 in advance royalty payments to various software
developers under such agreements. Included in this $214,000, is our remaining
obligation to pay Greenstreet Software Limited ("GSL") by August 2004 an advance
royalty of $40,000 for the licensing of one of its PC software titles.

In conjunction with the launching of a new software title, RealAge Games &
Skills, the Company has two existing contracts that contain relatively
significant financial commitments by the Company. Specifically, we have a
$15,000 commitment remaining with a public relations firm for future services to
be performed during fiscal 2004. A second contract for the license of a
trademark requires that a second of two $50,000 advance royalty payments be made
by May 2004, regardless of actual royalties earned. The first $50,000 advance
royalty payment was made to this licensor during fiscal 2003 upon signing the
contract, and is classified on our September 30, 2003 balance sheet within
"Prepaid and other expenses".

These guaranteed royalty and licensing commitments are expected to be funded by
cash flows generated through anticipated income from operations.

9.  International Sales, Licensing Revenues and Internet Sales

International net sales (including both licensing revenues and product net
sales) represented 4% and 3%, respectively, of net sales for the three months
ended September 30, 2003 and 2002. For the three months ended September 30, 2003
and 2002, licensing revenues comprised 100% and 95%, respectively, of
international net sales.

Licensing revenues represented 5% and 6%, respectively, of net sales for the
three months ended September 30, 2003 and 2002.

Internet sales accounted for 2% of net sales for both three-month periods ended
September 30, 2003 and 2002.

10. Accounting for Stock-based Compensation - Transition and Disclosure, per
    SFAS No. 148

As of September 30, 2003, we had one existing stock-based employee compensation
plan, which was adopted, amended and restated during 1995. This Plan, known as
our 1995 Amended and Restated Stock Option Plan (the "1995 Plan"), is
administered by the Board of Directors and provides for the grant of incentive
stock options and non-qualified stock options to employees and eligible
independent contractors and non-qualified stock options to non-employee
directors at prices not less than the fair market value of a share of common
stock on the date of grant. At our fiscal 2000 Annual Meeting of Shareholders,
the shareholders of our company approved an amendment to increase the number of
shares available for issuance under the 1995 Plan from the 1,950,000 shares of
common stock previously approved to a total of 2,950,000 shares.


<PAGE>


Prior to July 1, 2002, we accounted for all stock option grants under the
recognition and measurement provisions of APB Opinion No. 25, "Accounting for
Stock Issued to Employees", and related Interpretations. No stock-based employee
compensation cost relating to stock option grants is reflected in net income
before fiscal 2003, as all stock option grants had an exercise price equal or
greater than the market value of the underlying common stock on the date of
grant. Effective July 1, 2002, we adopted within our financial statements the
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" by
applying the fair value method prospectively for stock options grants made on or
after that date. Therefore, the cost related to stock-based employee
compensation included in the determination of net income for the three months
ended September 30, 2003 and 2002 is less than that which would have been
recognized if the fair value based method had been applied to all stock option
grants since the original effective date of SFAS No. 123. Additionally, the
stock-based employee compensation amounts ($23,010 and $91,245) included in the
table below for the three months ended September 30, 2002 do not include $11,250
in stock-based compensation expense reflected in that period's net income, due
to being related to a common stock warrant issued to a non-employee third-party
(Fleet Bank).

As of January 1, 2003, we adopted the provisions of SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure". Accordingly, the
following table illustrates the effect on net income and net income per share if
the fair value method had been applied to all outstanding stock option grants in
each period.


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                September 30,
                                                            ---------------------

                                                              2003        2002
                                                            ---------   ---------
<S>                                                         <C>         <C>
Net income, as reported                                     $ 478,346   $ 212,780

Add: Stock-based employee compensation expense included
   in reported net income, net of tax effects                   8,058      23,010

Deduct: Total stock-based employee compensation
   expense determined under fair value based method for
   stock option grants, net of tax effects                     (8,416)    (91,245)
                                                            ---------   ---------
Pro forma net income                                        $ 477,988   $ 144,545
                                                            =========   =========

Net income per common share:

-  Basic, as reported                                         $  0.05     $  0.02
                                                              =======     =======
-  Basic, pro forma                                           $  0.05     $  0.01
                                                              =======     =======

-  Diluted, as reported                                       $  0.05     $  0.02
                                                              =======     =======
-  Diluted, pro forma                                         $  0.05     $  0.01
                                                              =======     =======
</TABLE>

11. Credit Facility and Repayment of Prior Bank Debt

On September 18, 2003, we entered into a $500,000 credit facility agreement with
Hudson United Bank ("HUB"), which matures on December 1, 2004. Amounts
outstanding under this new credit facility will be charged interest at one-half
of one percent above HUB's current prime rate and such interest is due monthly.
Our access to these funds is limited to the lesser of $500,000 or seventy-five
percent of qualified accounts receivable, which are defined as invoices less
than ninety days old and net of any allowances for product returns, price
markdowns or bad debts. The credit facility is secured by all of the Company's
assets and requires us, among other things, to maintain the following financial
covenants to be tested quarterly: a total liabilities to tangible net worth
ratio of 1.25 to 1.00 and a tangible net worth requirement of $1.5 million. As
of September 30, 2003, we were in compliance with each of those covenants. This
credit facility was established to provide working capital for our operations.
As of September 30, 2003, we did not have any outstanding balance under this
credit facility.


<PAGE>


On January 16, 2003, we repaid the then remaining $420,000 principal balance
outstanding on our term loan with Fleet Bank ("Fleet"), together with accrued
interest, in full satisfaction of all obligations under the November 2, 2001
forbearance agreement and underlying loan documents. Additionally on January 16,
2003, we redeemed the warrant we had previously issued to Fleet in connection
with the forbearance agreement for $50,000.

12. Operations by Reportable Segment and Geographic Area

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information" establishes standards for reporting information about an
enterprise's operating segments and related disclosures about our products,
geographic areas and major customers.

Based on our organizational structure, we operate in only one geographic area,
which is North America, and one reportable segment, which is publishing consumer
entertainment software for personal computers.

13. Listing of Company's Common Stock

In April 2001, our common stock was delisted from the Nasdaq SmallCap Market as
a result of our failure to maintain a minimum bid price of $1.00 over a period
of 30 consecutive trading days. Our stock then began trading on the OTC Bulletin
Board under the existing symbol EGAM. We periodically review our alternatives
with respect to listing on an exchange, such as the American Stock Exchange or
the Nasdaq SmallCap Market. At this time we do not meet several of the criteria
for listing on these exchanges. We will, therefore, from time to time continue
to evaluate our available alternatives to the OTC Bulletin Board.


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements made in this Quarterly Report on Form 10-QSB, other than statements
of historical fact, including statements regarding industry prospects and future
results of operations or financial position, are forward looking. We use the
words "believe", "expect", "anticipate", "intend", "will", "should", "may" and
similar expressions to identify forward-looking statements. These
forward-looking statements are subject to business and economic risk, and are
inherently uncertain and difficult to predict. Our actual results could differ
materially from management's expectations due to such risks. We will not
necessarily update information if any forward-looking statement later turns out
to be inaccurate.

The following important factors, as well as those factors discussed under "Risk
Factors" at pages 26 to 31 in this report, could cause our actual results to
differ materially from those indicated by the forward-looking statements
contained in this report:

    -   the market acceptance and successful sell-through results for our
        products at retail stores, particularly at North American mass-merchant
        retailers where consumer entertainment PC software has traditionally
        been sold;
    -   the continued successful business relationship between us and Atari,
        as our largest customer and our distributor to Wal-Mart, Target,
        and Best Buy, among others;
    -   the amount of unsold product that is returned to us by retail stores
        and distributors;
    -   the amount of price markdowns granted to retailers and distributors;
    -   our ability to accurately estimate the amount of product returns
        and price markdowns that will occur and the adequacy of the
        allowances established for such product returns and price
        markdowns;
    -   the successful sell-through to consumers of our new higher price point
        products, in all retail channels where they are sold;
    -   the continued success of our current business model of selling,
        primarily through third-party distributors, to a concentrated number of
        select mass-merchant, specialty and PC software retailers;
    -   our ability to control the manufacturing and distribution costs of our
        software titles;
    -   the success of our distribution strategy, including the ability to
        continue to increase the distribution of our products into key North
        American mass-merchant retailers and to enter into new distribution and
        direct sales relationships on commercially acceptable terms;
    -   the allocation of shelf space (retail facings) for our products in major
        retail chain stores;
    -   the ability of our international product distribution through licensing
        agreements to earn a royalty and the ability of our licensees to pay us
        such royalties within agreed upon terms;
    -   our ability to collect outstanding accounts receivable and establish an
        adequate allowance for bad debts;
    -   the continued increase in the number of computers in homes in North
        America and worldwide;
    -   the ability to deliver products in response to customer orders within a
        commercially acceptable time frame;
    -   downward pricing pressure;
    -   fluctuating costs of producing and marketing our products;
    -   our ability to license quality content for our products;
    -   the success of our efforts to increase website traffic and product sales
        over the Internet;
    -   consumers' continued demand for value-priced consumer entertainment PC
        software;
    -   increased competition in the value-priced software category;

and various other factors, many of which are beyond our control.


<PAGE>


Critical Accounting Policies
----------------------------
Our significant accounting policies and methods used in the preparation of the
Financial Statements are discussed in Note 1 of the Notes to Financial
Statements. We believe our accounting policies with respect to revenue
recognition and the valuation of inventory involve the most significant
management judgments and estimates. Our discussion and analysis of our financial
condition and results of operations are based upon our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make and judgments and estimates that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to product returns, price markdowns, bad
debts, inventory obsolescence, income taxes, contingencies and litigation. We
base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions or conditions.


Revenue Recognition (Net Sales, Product Returns and Price Markdowns)
--------------------------------------------------------------------
Significant management judgments and estimates must be made and used in order to
determine when revenues can be recognized in any reporting period. Material
differences may result in the amount and timing of our revenue for any period if
management's judgments or estimates for product returns or price markdowns prove
to be insufficient or excessive based upon actual results. These differences, if
material, would significantly affect our operating results and financial
condition in any given period.

We distribute the majority of our products through third-party distributors to
mass-merchant retailers and directly to certain PC software retailers. These
retailers have traditionally sold consumer entertainment PC software products.
The distribution of our products is governed by purchase orders, distribution
agreements or direct sale agreements, all of which generally allow for product
returns and price markdowns. For product shipments to distributors or retailers
that have traditionally sold consumer entertainment PC software products, we
record a provision for product returns and price markdowns as a reduction of
gross sales at the time title of the product passes to the distributors or
retailers.

The provision for anticipated product returns and price markdowns is based upon
many factors, including our analysis of historical product return and price
markdown results, product sell-through results at retail store locations,
current field inventory quantities at distributors' warehouses and at retail
store locations, the introduction of new and/or competing software products that
could negatively impact the sales of one or more of our current products,
outstanding return material authorizations, and the extent to which new products
with higher price points or unproven genres are being launched. The adequacy of
our allowance for product returns and price markdowns is reviewed at the end of
each reporting period and any necessary adjustment to this allowance (positive
or negative) is reflected within the current period's provision. At the end of
each reporting period, the allowance for product returns and price markdowns is
reflected as a reduction to our gross accounts receivable balance and is
reflected in "Accounts receivable, net of allowances" on our balance sheet.

Historically, the allowance for product returns and price markdowns has
represented a substantial portion of our gross accounts receivable. This occurs
because we have product return exposure relating to paid receivables while the
products relating to these receivables remain in the retailers' stores or in the
retailers' or distributors' warehouses. Until the products actually sell through
to the end consumers or are returned to us, we continue to evaluate our product
return or price markdown exposure for these units not yet sold through to
consumers. During these time periods, through customer provided reports, we have
regular and timely visibility of the sell-through results for each title to help
us estimate our exposure for product returns or price markdowns.

Additionally, we have experienced significant sales growth to distributors and
retailers that have traditionally sold consumer entertainment PC software games
since June 30, 2002, so that our overall allowance for and exposure to product
returns and price markdowns has increased as a function of having more total
units of our products (combined with higher average selling prices for those
units) in the traditional PC software retail channel.


<PAGE>


We recognize revenues from product shipments to distributors and retailers that
have traditionally sold consumer entertainment PC software products in
accordance with the criteria of SFAS No. 48, "Revenue Recognition When the Right
of Return Exists," at the time of the sale based on the following: the selling
price is fixed at the date of sale; the buyer is obligated to pay us; title of
the product transfers to the buyer; the buyer has economic substance apart from
us; we do not have further obligations to assist the buyer in the resale of the
product; and the returns can be reasonably estimated at the time of sale. Title
passes to these distributors or retailers either upon shipment of the product or
receipt of the product by these distributors or retailers based on the terms of
the sale transaction. Most of our distributors and retailers require shipping
terms of FOB destination, which results in the title to our product passing at
the time that the distributors or retailers actually receive our product. In
order to recognize revenues associated with customer purchase orders having
terms of FOB destination, we obtain proof of deliveries from the freight
companies that deliver our products to our customers for product shipments made
during the last two weeks of a reporting period. Revenues and cost of revenues
associated with product shipments received by our distributors or retailers
after the reporting period and having FOB destination terms are excluded from
the current period's operating results. The results of the sales cut-off tests
for each reporting period are reviewed by our Controller, Chief Financial
Officer and independent auditors before the reporting period's earnings release
is distributed.

During fiscal 2002, we recognized revenues for product shipments to customers
that have not traditionally sold consumer entertainment PC software products
(primarily drug store retailers and distributors serving these drug store
retailers) when our products actually sold through to the end consumer at these
retail locations or when the right of return no longer existed. We did not
recognize these revenues at the time we shipped our products to these drug store
retailers or distributors based upon our revenue recognition policy for these
types of customers. During fiscal 2002, we discontinued the distribution of our
products directly to these drug store retailers and distributors serving these
drug store retailers.

Inventory Valuation
-------------------
Our accounting policy for inventory valuation requires management to make
estimates and assumptions as to the recoverability of the carrying value of
inventory that affect the reported value of inventory and cost of sales for any
reporting period. Differences may result in the valuation of our inventory at
the close of any reporting period and the amount reflected as cost of sales
during any reporting period, if management's judgments or estimates with respect
to provisions for the potential impairment of inventory value prove to be
insufficient or excessive based upon actual results. These differences, if
material, would significantly affect our operating results and financial
condition.

We are exposed to product obsolescence due to the relatively short product life
cycles (averaging six to eighteen months) of our consumer entertainment PC
software products. From time to time, our competitors may introduce new
products, capabilities or technologies that have the potential to replace or
shorten the life cycles of our existing products, which would require us to
write-down the value of such inventory. Additionally, from time to time, we have
been subject to litigation or threatened litigation involving product content,
which has caused certain products to no longer be saleable. License agreements
with third-party software developers for product content may also expire before
such inventory has been sold. Although we attempt to accurately match production
requirements of our products to forecasted consumer demand, we may from time to
time produce an amount of inventory of a product that exceeds the eventual
consumer demand for such product. When this occurs, we attempt to liquidate
these excess quantities of remaining inventory, frequently at closeout prices
below their previous carrying costs net of our allowance for obsolescence. If we
cannot liquidate such inventory, or if we are unable to sell any remaining units
due to legal or other reasons, we then write down the remaining value to zero.
The adequacy of our allowance for inventory obsolescence is reviewed at the
close of each reporting period, and any adjustments (positive or negative) are
reflected in the current period's provision.


<PAGE>


Results of Operations

The following discussion should be read together with our Financial Statements
and Notes beginning on page 3. The word "customer (s)" as used in this document
is defined as third-party distributor (s) and/or retailer (s), as compared to
the word "consumer (s)," which is defined as being the end consumer (s) shopping
at retail stores or over the Internet.

Three Months Ended September 30, 2003 Compared to the Three Months Ended
September 30, 2002

Net Sales
---------
For the three months ended September 30, 2003, net sales increased by $193,000,
or 10%, to $2,052,000 compared to $1,859,000 for the same quarter a year ago.
The $193,000 increase in net sales resulted from a $506,000 increase in net
product sales to traditional software distributors and retailers, due primarily
to the increased distribution of our software titles to the major North American
mass-merchant and specialty retailers served by our largest distributor (Atari,
Inc.). This $506,000 net sales increase to traditional software distributors and
retailers was partially offset by a $233,000 decrease in net product sales to
inventory liquidation distributors and retailers, combined with a $75,000
decrease in net product sales to non-traditional software distributors and
retailers and a $5,000 decrease in licensing revenues compared to the prior
year's same quarter.

The following tables represent our net sales by distribution channel and
customer for the three months ended September 30, 2003 and 2002, respectively:

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                September 30,
                                                                     -----------------------------------
                                                                                                Increase
Distribution Channel                                                    2003         2002      (Decrease)
-------------------------------------------------------------------- -----------  -----------  ---------
<S>                                                                  <C>          <C>          <C>
Traditional software distributors and retailers                      $ 1,951,000  $ 1,445,000  $ 506,000
Inventory liquidation distributors and retailers                           - 0 -      233,000   (233,000)
Non-traditional software distributors and retailers                        - 0 -       75,000    (75,000)
Licensing revenues                                                       101,000      106,000     (5,000)
-------------------------------------------------------------------- -----------   ----------  ---------
Net Sales                                                            $ 2,052,000  $ 1,859,000  $ 193,000
                                                                     ===========  ===========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                September 30,
                                                                     -----------------------------------
                                                                                                Increase
Customer                                 Customer Type                  2003         2002      (Decrease)
-------------------------------------- ----------------------------- -----------  -----------  ---------
<S>                                                                  <C>          <C>          <C>
Atari                                    Distributor                 $ 1,569,000  $   992,000  $ 577,000
CompUSA                                  Retailer                         93,000       67,000     26,000
Jack of All Games                        Distributor                      54,000       61,000     (7,000)
Inventory liquidators, various           Distributors & Retailers          - 0 -      233,000   (233,000)
Licensees, various                       Distributors                    101,000      106,000     (5,000)
Other                                    Distributors & Retailers        235,000      400,000   (165,000)
-------------------------------------- ----------------------------- -----------  -----------  ---------
Net Sales                                                            $ 2,052,000  $ 1,859,000  $ 193,000
                                                                     ===========  ===========  =========
</TABLE>

Increased distribution of our software titles to major North American
mass-merchant and specialty retailers served by our largest distributor, Atari,
Inc. ("Atari"), combined with an increase in our average selling price, were the
major factors contributing to the $506,000 increase in net product sales to
traditional software distributors and retailers. Our net product sales increase
to Atari was $577,000 during the current quarter, which represented a 58%
increase over the net product sales during the same quarter a year ago. As the
table above indicates, we primarily sell our products through national software
distributors, in particular, Atari, that serve North American mass-merchant
retailers such as Wal-Mart, Target and Best Buy. We have also established direct
sales relationships with certain PC software retailers, such as CompUSA, that
require direct-to-store distribution and replenishment capability, and
accordingly we have electronic data interchange ("EDI") hardware and software
systems available in order to process these type of orders.


<PAGE>


We have continued to increase the number of retail facings - designated
positions for our software titles within a retailer's shelf space - at
mass-merchant retailers such as Wal-Mart, Target and Best Buy, as well as PC
software retailers like CompUSA. Product distribution to these retailers, which
have historically been successful in merchandising consumer entertainment PC
software, has increased as a result of strong product sell through activity to
consumers at these retailers' store locations. These retailers typically
designate the distributor that they want us to use to fulfill the distribution
of our products to their stores, and in certain instances retailers have decided
to have us distribute software products directly to them. Distribution to these
retailers is a competitive business within itself and there are other
distributors who also serve these leading national retail chains. If Atari chose
to discontinue distributing our titles or if any of these retailers decided to
discontinue their relationship with Atari, one or more of these alternative
distributors could potentially distribute our products to these retailers.

During the three months ended September 30, 2003, our net sales were categorized
as follows:

    o   87% of product shipments to traditional software distributors, including
            Atari and Jack of All Games;
    o    8% of product shipments made directly to traditional software
            retailers, such as CompUSA; and
    o    5% of licensing revenues.

This compares to the three months ended September 30, 2002, when our net sales
were categorized as follows:

    o   62% of product shipments to traditional software distributors, including
            Atari and Jack of All Games;
    o   15% of product shipments to traditional software retailers, such as
            CompUSA;
    o   13% of product shipments to various inventory liquidators;
    o    6% of licensing revenues; and
    o    4% of product shipments to non-traditional software retailers and
            distributors.

During the three months ended September 30, 2003 and 2002, we had one major
distributor, Atari that represented 76% and 53%, respectively, of net sales.
(See "Our success depends on continued viable business relationships with key
distributors and retailers" and "A significant part of our sales come from a
limited number of customers" under "Risk Factors," page 27).

We did not have any sales to inventory liquidation distributors and retailers
during the quarter ended September 30, 2003, compared to $233,000 in such sales
during the quarter ended September 30, 2002, primarily due to the improved
quality of our on-hand inventory units. Additionally, we did not receive
anticipated units of recently discontinued titles back from the retail channel
before the end of the current reporting period, and accordingly any future
inventory liquidation sales of such discontinued titles received after September
30, 2003 will be reflected in those subsequent periods. Throughout fiscal 2004,
as retailers periodically reset the mix of software titles on their store
shelves, we expect to receive additional quantities of certain discontinued
titles back from the retail channel that will then need to be liquidated through
sales to liquidation distributors and retailers.

The decrease in net sales to non-traditional software retailers and distributors
was the result of our fiscal 2002 decision to transition our direct distribution
relationships with drug store retailers and distributors to a licensing
relationship with a third-party distributor (United American Video or "UAV"). We
believe this is a lower-risk, higher-margin relationship, due to UAV assuming
the responsibilities and costs of order processing and receivable collections,
inventory production, distribution, promotion and merchandising of our products
to drug store retailers, who have not traditionally sold software products to
consumers. During fiscal 2004, we expect that any net sales of our software
products generated at drug store retail locations will be through our licensing
agreement with UAV. Due to the overall performance of the PC software category
at drug store retailers (compared to the stronger sales performance of similar
titles sold at mass-merchant and specialty software retailers), we expect that
licensing revenues from UAV and any other similar sources will remain low.

We have transitioned our international distribution efforts to a series of
licensing agreements covering various territories outside of North America, with
the majority of our international revenues originating from the United Kingdom,
Germany, Australia and Brazil. As a result of these agreements, we no longer
bear the working capital risk of supporting these multi-country sales efforts,
but expect to earn a licensing fee based on these third-party distributors'
sales of our products. These third-party licensees assume the responsibilities
and costs of order processing, accounts receivable collections, inventory
production, distribution, promotion, and merchandising of our products with
their retail customers. However, these arrangements give us much less direct
control over the marketing and sales of our products in these territories,
making us dependent on our licensees' capability to effectively market and sell
our products, and on their ability to pay us royalties earned when due.


<PAGE>


International net revenues, including both product net sales and licensing
revenues, for the three months ended September 30, 2003 and 2002 were $79,000
and $58,000, respectively, or 4% and 3%, respectively, of net sales. During
fiscal 2004, we believe that international net revenues may represent
approximately 5% of net sales and will be generated primarily from licensing
revenues split equally between Greenstreet Software Limited ("GSL") and
Rondomedia.

Licensing revenues for the three months ended September 30, 2003 and 2002, were
$101,000 and $106,000, respectively, or 5% and 6%, respectively, of net sales.
Licensing revenues are generated primarily from sales made by our international
distributors. This $5,000 decrease in licensing revenues was primarily due to
licensing revenue decreases from UAV and Anasoft, which were partially offset by
licensing revenue increases from Rondomedia and GSL.

We experienced some difficulty in the collection of our accounts receivable from
GSL during fiscal 2003. Accordingly, during fiscal 2004, we will continue to
evaluate GSL's ability to increase or maintain its market share in the
territories in which it distributes our products, as well as its ability to make
timely receivable payments to us. We will continue to base our decision to
recognize revenue from this licensing arrangement with GSL on the information
available to us as of each reporting period. As of September 30, 2003, our
accounts receivable balance with GSL was approximately $33,000.

Internet sales accounted for 2% of net sales for the three months ended
September 30, 2003 and 2002, and we anticipate Internet sales representing about
3% of net sales during the remainder of fiscal 2004. During fiscal 2004, we have
launched a new e-commerce system, which is intended to increase the
profitability of our Internet sales. In conjunction with the launch of this new
system, we have revamped the look of our websites and we will continue to
improve the more popular features of our websites, including our free online
game arcade, in order to drive web traffic and sales on our websites. We will
also continue programs implemented in fiscal 2003 to expand on-line registration
of our retail products in order to increase our database of registered users who
are interested in receiving promotional offers about our products.

Product Returns and Price Markdowns

During the three months ended September 30, 2003 and 2002, our provision for
product returns and price markdowns for customers that have traditionally sold
consumer entertainment PC software products (inclusive of inventory liquidation
distributors) was $308,000 and $316,000, respectively, or 14% and 15% of related
gross sales, respectively.

Based upon historical results and current trends in our product sell-through
rates to consumers, combined with continued inventory controls being maintained
by retailers and distributors, we anticipate our overall fiscal 2004 provision
for product returns and price markdowns may be approximately 15% of related
gross sales. Among other things, a factor that we will continue to closely
evaluate in determining our provision for anticipated product returns and price
markdowns will be the consumer sell-through results of our higher priced
products that were introduced during the first quarter of this fiscal year. We
expect to continue expanding our distribution of certain higher priced products
during fiscal 2004. The sale of such products, with a targeted retail price of
$19.99, represents a departure from our typical value-priced product offering to
the casual gamer that has historically been retail priced at about $9.99.
Accordingly, these higher priced titles represent a greater risk of price
markdown exposure if they do not sell through to consumers at anticipated rates.

Cost of Sales
-------------
Cost of sales for the three months ended September 30, 2003 were $818,000
compared to $880,000 for the three months ended September 30, 2002, representing
a decrease of $62,000 or 7%. This cost of sales decrease was caused primarily by
decreases of:

    o   $75,000 in product costs;
    o   $20,000 in freight costs; and
    o   $14,000 in other cost of sales.



<PAGE>


These cost of sales decreases were partially offset by cost of sales increases
of:

    o   $45,000 in provision for inventory obsolescence; and
    o   $2,000  in royalty costs.

The $75,000 decrease in product costs was caused primarily by the reduction in
inventory liquidation sales of end-of-lifecycle products. This decrease in
product costs was partially offset by an increase in sales of box titles having
higher product costs, due to these box titles containing additional CD's,
compared to similarly priced box titles sold during the year ago quarter.

The $20,000 decrease in freight costs was due to the increase in cost effective
product shipments to a concentrated group of retailers' and distributors'
locations.

The $14,000 decrease in other cost of sales resulted primarily from cost
reductions in warehousing, packaging and direct-to-store handling costs.

The $45,000 increase in the provision for inventory obsolescence resulted from
our determination that the remaining inventory quantities of certain titles,
recently discontinued by various retailers, needed to be revalued down to
estimated inventory liquidation sales values that were below their previous
carrying costs.

The $2,000 increase in royalty costs was caused by the increase in overall net
sales, which was partially offset by a slightly lower average royalty rate on
titles sold during the current quarter, compared to the average royalty rate on
the titles sold in the same quarter last year, due to product mix.

Gross Profit Margin
-------------------
Our gross profit margin for the three months ended September 30, 2003 increased
to 60.1% of net sales from 52.7% of net sales for the three months ended
September 30, 2002. The 7.4% increase in gross profit margin was caused by cost
decreases, as a percentage of net sales, of:

    o   6.2% in product costs;
    o   1.3% in freight costs;
    o   1.0% in royalty costs; and
    o   0.9% in other costs.

The reasons for the percentage of net sales decreases in these cost of sales
categories are discussed under "Cost of Sales," above.

These cost of sales decreases were partially offset by a 2.0% increase, as a
percentage of net sales, in the provision for inventory obsolescence, which was
related to our determination that the remaining inventory quantities of certain
titles, recently discontinued by various retailers, needed to be revalued
down to estimated inventory liquidation sales values that were below their
previous carrying costs.

Operating Expenses
------------------
Product development expenses for the three months ended September 30, 2003 were
$126,000 compared to $103,000 for the three months ended September 30, 2002, an
increase of $23,000 or 22%. This $23,000 increase was caused primarily by
increased salary and related costs, combined with costs associated with
upgrading our web site.

Selling, general and administrative expenses for the three months ended
September 30, 2003 were $603,000 compared to $645,000 for the three months ended
September 30, 2002, a decrease of $42,000 or 7%. As a result of various cost
saving initiatives, we have continued to achieve cost savings across various
categories. The primary cost reductions were:

    o   $40,000 in professional services, outside labor and consultants expense;
    o   $23,000 in bad debt expense; and
    o   $26,000 in stock-based compensation expense related to the valuation of
                stock options and warrants.


<PAGE>


These cost decreases were partially offset by cost increases of:

    o   $40,000 in public relations costs related to a new product launch; and
    o   $7,000  in other various operating expenses.

The $40,000 decrease in professional services, outside labor and consultants
expense resulted from non-recurring support and consulting costs relating to our
EDI system and administrative services incurred in the year ago quarter,
combined with decreased legal and accounting fees.

The $23,000 decrease in bad debt expense was caused by the overall improvement
in the quality and related collectibility of our accounts receivable balances.

The $26,000 decrease in stock-based compensation expense was comprised of a
$14,000 decrease in expense related to the vesting of stock options previously
granted, combined with a $12,000 decrease related to the prior period's stock
warrant expense.

The $40,000 increase in public relations costs resulted from costs associated
with the launching of a new software title, RealAge Games & Skills. We have
contracted with a public relations firm to incur at least another $15,000 on
this project, and during the next few months we will decide how much more in
financial resources, if any, to commit towards additional services with this
firm.

The $7,000 increase in other operating expenses resulted from cost savings in
various categories, such as depreciation expense and tradeshow costs.

Interest Expense, Net
---------------------
Net interest expense for the three months ended September 30, 2003 was $5,000
compared to $18,000 for the three months ended September 30, 2002, a decrease of
$13,000. This $13,000 decrease was due to the elimination of our previous bank
debt, which was repaid in full on January 16, 2003. The decrease in net interest
expense was partially offset by a $5,000 commitment fee related to our recently
established credit facility with Hudson United Bank.

Provision for Income Taxes
--------------------------
During the three months ended September 30, 2003, our provision for income taxes
was $22,000 compared to no provision for the quarter ended September 30, 2002.
The current period's provision related to the estimated taxable income related
to various states, combined with no estimated taxable income calculated for
federal income tax purposes because of remaining federal net operating loss
carry-forwards ("NOL's"), which were sufficient to offset estimated taxable
income for federal income tax purposes for the quarter ended September 30, 2003.

Net Income
----------
As a result of the factors discussed above, our net income for the three months
ended September 30, 2003 was $478,000 compared to $213,000 for the same period a
year earlier, an increase in net income of $265,000.

Weighted Average Common Shares
------------------------------
The weighted average common shares outstanding on a diluted basis increased by
180,417 for the three months ended September 30, 2003 to 10,473,098 from
10,292,681 for the three months ended September 30, 2002. The current period's
increase in the diluted basis calculation of weighted average common shares
resulted from including additional common share equivalents ("CSE's"), compared
to the year ago period, due to more CSE's being "in the money" or having an
exercise price less than the average price of the Company's common shares during
the current period.


<PAGE>


Liquidity and Capital Resources

At September 30, 2003, we had $2,209,000 in working capital and $2,232,000 in
stockholders' equity, compared to $1,727,000 in working capital and $1,746,000
in stockholders' equity at June 30, 2003.

At September 30, 2003, we had $757,000 in cash compared to $1,024,000 at June
30, 2003. This $267,000 decrease in cash resulted from $259,000 in net cash used
in operating activities, combined with $8,000 in net cash used in investing
activities.

For the three months ended September 30, 2003, net cash used in operating
activities was $259,000 compared to net cash used in operating activities of
$202,000 for the three months ended September 30, 2002. The $259,000 in net cash
used in operating activities during the three months ended September 30, 2003
was from cash uses incurred from:

    o   $821,000 in increased accounts receivable;
    o   $193,000 in increased inventory;
    o   $72,000  in increased prepaid and other expenses; and
    o   $66,000  in decreased accrued expenses.

Partially offsetting these cash uses were cash sources generated from $478,000
in net income, in addition to increases of:

    o   $392,000 in provision for product returns, price markdowns, bad debts
                 and inventory obsolescence;
    o   $11,000  in accounts payable;
    o   $8,000   in stock-based compensation; and
    o   $4,000   in depreciation and amortization.

For the three months ended September 30, 2003, net cash used in investing
activities was $8,000 compared to no investing activities for the three months
ended September 30, 2002. The $8,000 in net cash used in investing activities
during the three months ended September 30, 2003 related to upgrades of our
computer network. During fiscal 2004, we anticipate investing activities to
continue relating to scheduled upgrades of our computer network's hardware and
software.

For the three months ended September 30, 2003, we had no financing activities
compared to the three months ended September 30, 2002 when we had net cash used
in financing activities of $227,000.

On September 18, 2003, we entered into a $500,000 credit facility agreement with
Hudson United Bank ("HUB"), which matures on December 1, 2004. Amounts
outstanding under this new credit facility will be charged interest at one-half
of one percent above HUB's current prime rate and such interest is due monthly.
Our access to these funds is limited to the lesser of $500,000 or seventy-five
percent of qualified accounts receivable, which are defined as invoices less
than ninety days old and net of any allowances for product returns, price
markdowns or bad debts. The new credit facility is secured by all of the
Company's assets and requires us, among other things, to maintain the following
financial covenants to be tested quarterly: a total liabilities to tangible net
worth ratio of 1.25 to 1.00 and a tangible net worth requirement of $1.5
million. As of November 12, 2003, we were in compliance with each of those
covenants. This new credit facility was established to provide working capital
for our operations. As of November 12, 2003, we did not have any outstanding
balance under this new credit facility.

On July 23, 2001, Fleet Bank ("Fleet") notified us that due to our violation of
the financial covenants under our credit facility as of June 30, 2001, and
material adverse changes in our financial condition, Fleet would no longer
continue to fund the prior $2,000,000 credit facility. On November 2, 2001, we
entered into an agreement with Fleet to pay off the credit facility's then
outstanding balance of $1,400,000 over a twenty-two month period. The agreement
provided that the remaining outstanding balance owed under the credit facility
was to be repaid by July 31, 2003 in monthly installments, with interest at the
prime rate plus three percent. On January 16, 2003, we repaid the then remaining
$420,000 principal balance outstanding on this term loan, together with accrued
interest, in full satisfaction of all obligations under the November 2, 2001
forbearance agreement.


<PAGE>


Contractual Obligations and Commitments
---------------------------------------
Our 5,000 square foot office facility located in Langhorne, Pennsylvania is
occupied under an operating lease that is scheduled to expire on September 30,
2004. Additionally, we currently rent certain office equipment through various
operating lease agreements. Net rent expense incurred under our operating leases
was $21,000 and $18,000 for the three month periods ended September 30, 2003
and 2002, respectively.

Under various licensing agreements with third-party software developers, we are
required to pay royalties for the use of licensed content in our products.
Royalty expense under such agreements, which is recorded in cost of sales, was
$226,000 and $224,000 for the three months ended September 30, 2003 and 2002,
respectively. Additionally, most of these licensing agreements require us to
make advance royalty payments to these developers prior to the time we recognize
any net sales of software titles containing this licensed software content. We
have commitments to pay $214,000 in advance royalty payments to various software
developers under such agreements. Included in this $214,000 is our remaining
obligation to pay Greenstreet Software Limited ("GSL") by August 2004 an advance
royalty of $40,000 for the licensing of one of its PC software titles.

In conjunction with the launching of a new software title, RealAge Games &
Skills, the Company has two existing contracts that contain relatively
significant financial commitments by the Company. Specifically, we have a
$15,000 commitment remaining with a public relations firm for future services to
be performed during fiscal 2004. A second contract for the license of a
trademark requires that a second of two $50,000 advance royalty payments be made
by May 2004, regardless of actual royalties earned. The first $50,000 advance
royalty payment was made to this licensor during fiscal 2003 upon signing the
contract, and is classified on our September 30, 2003 balance sheet within
"Prepaid and other expenses".

These guaranteed royalty and licensing commitments are expected to be funded by
cash flows generated through anticipated income from operations.

The following table represents a summary of our off-balance sheet contractual
obligations and commitments.

<TABLE>
<CAPTION>
                                              Payments Due by Period
                              -------------------------------------------------------

                                          Less than     1-3         3-5     More than
Contractual Obligations         Total      1 year      years       years     5 years
---------------------------------------   ---------  ----------  ---------  ---------
<S>                           <C>         <C>        <C>         <C>        <C>   <C>
Operating Leases              $ 125,000   $  63,000  $  38,000   $  24,000  $   - 0 -
Advance Royalty Commitments     214,000     189,000     25,000       - 0 -      - 0 -
Product Launch                   65,000      65,000      - 0 -       - 0 -      - 0 -
---------------------------------------   ---------  ----------  ---------  ---------
Total                         $ 404,000   $ 317,000  $   63,000  $  24,000  $   - 0 -
                              =========   =========  ==========  =========  =========
</TABLE>

Liquidity Risk
--------------
From the first quarter of fiscal 2002 until September 18, 2003, the date on
which we entered into our new credit facility agreement, we did not have access
to a credit facility and had been dependent entirely on cash flow from
operations to meet our financial obligations. Our ability to achieve and
maintain positive cash flow remains essential to our survival as a going concern
because our access to this credit facility is limited to the lesser of $500,000
or seventy-five percent of our qualified accounts receivable. Our ability to do
this depends upon a variety of factors, including the timing of the collection
of outstanding accounts receivable, the creditworthiness of the primary
distributors and retail customers of our products, the sell-through of our
products to consumers, and the costs of developing, producing and marketing such
products.



<PAGE>


We believe that our projected cash and working capital balances may be
sufficient to fund our operations, including the contractual obligations and
commitments described above, through June 30, 2004, but there are significant
challenges that we will need to successfully manage in order to be able to fund
our operations through that period of time and beyond. These challenges include,
but are not limited to: agreeing to and maintaining acceptable payment terms
with our vendors; and maintaining timely receivable payments from our
concentrated group of customers. For example, our liquidity would be severely
impacted if Atari, and to a lesser extent Jack of All Games or CompUSA, did not
make payments on a timely basis, or if other business conditions caused them to
fail to pay us. Additionally, our accounts payable have historically increased
substantially during our first and second fiscal quarters (third and fourth
calendar quarters) when we increase the amount of inventory we purchase to meet
anticipated customer orders for the back to school and holiday selling seasons.
If we are not paid timely by our customers during the period following this
seasonal increase in inventory purchases, we may have difficulty paying our
vendors in a timely manner, which would then significantly impact our ability to
continue normal operations.

Additionally, there are market factors beyond our control that could also
significantly affect our operating cash flow. The most significant of these
market factors is the market acceptance and sell-through rates of our current
products to consumers, and the growth of the consumer entertainment PC software
market, and in particular our share of that market. If any of our software
titles do not sell through to consumers at the rate anticipated, we could be
exposed to additional product returns and a lack of customer replenishment
orders for these products. As a result of these factors, we may not be able to
achieve or maintain positive cash flow. Additional outside financing to
supplement our cash flows from operations may not be available if and when we
need it. Even if such financing were available from a bank or other financing
source, it may not be on terms satisfactory to us because of the dilution it may
cause or other costs associated with such financing.

New Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an Amendment of FASB Statement No.
123". SFAS No. 148 amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for an entity that
voluntarily changes to the fair-value-based method of accounting for stock-based
employee compensation. It also amends the disclosure provisions of that
statement to require prominent disclosure about the effects on reported net
income and earnings per share and the entity's accounting policy decisions with
respect to stock-based employee compensation. Certain of the disclosure
requirements are required for all companies, regardless of whether the fair
value method or intrinsic value method is used to account for stock-based
employee compensation arrangements. This amendment to SFAS No. 123 became
effective for financial statements for fiscal years ended after December 15,
2002 and for interim periods beginning after December 15, 2002. Accordingly, we
adopted the disclosure provisions of this statement effective January 1, 2003.

In March 2003, the Emerging Issues Task Force published Issue No. 00-21
"Accounting for Revenue Arrangements with Multiple Deliverables" (EITF 00-21).
EITF 00-21 addresses certain aspects of the accounting by a vendor for
arrangements under which it performs multiple revenue generating activities and
how to determine whether such an arrangement involving multiple deliverables
contains more than one unit of accounting for purposes of revenue recognition.
The guidance in this Issue is effective for revenue arrangements entered in
fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 on July
1, 2003 did not have any impact on our financial statements.

Listing of Company's Common Stock

In April 2001, our common stock was delisted from the Nasdaq SmallCap Market as
a result of our failure to maintain a minimum bid price of $1.00 over a period
of 30 consecutive trading days. Our stock then began trading on the OTC Bulletin
Board under the existing symbol EGAM. We periodically review our alternatives
with respect to listing on an exchange, such as the American Stock Exchange or
the Nasdaq SmallCap Market. At this time we do not meet several of the criteria
for listing on these exchanges. We will, therefore, from time to time continue
to evaluate our available alternatives to the OTC Bulletin Board.


<PAGE>


FACTORS AFFECTING FUTURE PERFORMANCE

Risk Factors
------------
Our business is subject to many risks and uncertainties that could affect our
future financial performance. The following discussion highlights some of the
more important risks we have identified, but they may not be the only factors
that could affect future performance.

During our recent history, we have experienced significant volatility in our
financial results, making it difficult to evaluate our future financial
prospects. In particular, we experienced a $5,933,000 loss in fiscal 2001,
followed by net income of $2,181,000 in fiscal 2002 and net income of $1,592,000
in fiscal 2003, Prior to those periods, we earned approximately $253,000,
$463,000 and $1,253,000 in fiscal 2000, 1999 and 1998, respectively. We began
operations in July 1992, and experienced significant losses from inception
through the end of fiscal 1997. Prior to fiscal 1998, we funded our operations
mostly through proceeds from our initial public offering of common stock in
October 1995 and through the sale of preferred stock in private offerings in
November 1996, and January and April 1997, in addition to proceeds from the
exercise of various common stock warrants and stock options. We have since
funded our business activities from cash generated from operations and bank
borrowings. Currently, we have access only to a $500,000 credit facility with
Hudson United Bank ("HUB") that is subject to borrowing restrictions based on
the value of our accounts receivable.

Our accumulated deficit at June 30, 2003 was $8,176,000. Even though we achieved
profitability in fiscal 2002 and 2003, given current economic conditions in the
United States in general, there can be no assurance that we will be profitable
in fiscal 2004 and beyond. Our operations today continue to be subject to all of
the risks inherent in the operation of a small business, which has suffered
liquidity problems in a highly competitive industry dominated by larger
competitors. These risks include, but are not limited to, development,
distribution and marketing difficulties, competition, and unanticipated costs
and expenses. Our future success will depend on our ability to be profitable in
the development, marketing and distribution of our current and future software
products.

We have experienced severe liquidity problems. On July 23, 2001, Fleet Bank
("Fleet") notified us that due to our violation of the financial covenants under
our credit facility as of June 30, 2001, and the material adverse changes in our
financial condition, Fleet would no longer continue to fund the $2,000,000
credit facility. On November 2, 2001, we entered into a forbearance agreement
with Fleet to pay off the credit facility's outstanding balance of $1,400,000
over a twenty-two month period. The remaining outstanding balance owed under the
credit facility was to be repaid by July 31, 2003 in monthly installments, with
interest at the prime rate plus three percent.

On January 16, 2003, we repaid the then remaining $420,000 principal balance
outstanding on our term loan with Fleet, together with accrued interest, in full
satisfaction of all obligations under the November 2, 2001 forbearance
agreement. Additionally on January 16, 2003, we redeemed from Fleet the warrant
associated with the forbearance agreement for $50,000.

While we currently have access to a $500,000 credit facility, it is subject to
limitations based on the value of our accounts receivable, and therefore working
capital may not be available when we need it. Our ability to continue operations
essentially requires us to generate sufficient cash flow from operations to fund
our business activities. In the past we have experienced dramatic fluctuations
in cash flows, so we cannot be sure we will be able to continue achieving
sufficient cash flows to fund our operations.

We may need additional funds. Our capital requirements are currently funded from
the cash flow generated from product sales and our $500,000 credit facility. If
we are not able to achieve cash flow from operations at a level sufficient to
support our business activities, we may require additional funds. Our current
financial condition and our poor financial performance in fiscal 2001 could
adversely affect our ability to obtain additional financing and could make us
more vulnerable to industry downturns and competitive pressures. Additionally,
we may only be able to raise needed funds on terms that would result in
significant dilution or otherwise be unfavorable to existing shareholders. Our
inability to secure additional funding when needed, to access funds from our
credit facility when needed, or generate adequate funds from operations, would
adversely impact our long-term viability.



<PAGE>


Our success depends on continued viable business relationships with key
distributors and retailers. Many of the largest mass-market retailers have
buying relationships with certain distributors, such as Atari, and these
retailers often will only buy consumer entertainment PC software from such
distributors. Our financial condition could be materially harmed if these
distributors were unwilling to distribute our products. Additionally, even if
the distributors are willing to purchase our products, distributors are
frequently able to dictate the price, timing and other terms on which we can
distribute our products to such retailers. We also may not be able to distribute
our products directly to key retailers on terms that we consider commercially
acceptable. Our inability to negotiate commercially viable distribution
relationships with significant retailers and distributors, or the loss of, or
significant reduction in sales to, any of our key distributors or retailers,
would adversely affect our business, operating results and financial condition.

A significant part of our sales come from a limited number of customers. Due to
our decision during fiscal 2002 to discontinue selling our consumer
entertainment PC software products directly to drug store retailers and
distributors serving these drug store retailers and to focus instead on selling
our products to mass-merchant, specialty and PC software retailers that have
traditionally sold value-priced consumer entertainment PC software, we now rely
on a concentrated group of large customers. The majority of our current sales
are to mass merchant, specialty and PC software retailers, and distributors
serving such retailers, and in particular to Atari. Atari is our primary North
American distributor that services the major mass-merchant retailers in North
America, such as Wal-Mart, Target, and Best Buy, among others. Our net sales to
Atari during the fiscal year ended June 30, 2003 were $4,370,000 and represented
61% of our total net sales. We anticipate that net sales to Atari may represent
greater than 65% of our total net sales during fiscal 2004. Accordingly, we
expect to continue depending upon a limited number of significant customers, and
in particular Atari, for the foreseeable future.

Most of our customers, including Atari, may terminate their relationship with us
at any time. In the event that we lose our distribution capability through Atari
or any of our other large distributors or retailers, it would significantly harm
our financial condition and our ability to continue as a going concern.

We may experience customer payment defaults and uncollectible accounts
receivable if our distributors' or retailers' businesses fail or if they
otherwise cannot pay us. Distributors and retailers in the consumer
entertainment PC software industry and in mass-market retail channels can and
have experienced significant fluctuations in their businesses and many of these
businesses have failed. These business failures have increased and may continue
to increase as a result of economic conditions in the United States. The
insolvency or business failure of any significant retailer or distributor of our
products would significantly harm our business, operating results and financial
condition. Our sales are typically made on credit, with terms that vary
depending upon the customer and the nature of the product. We do not hold
collateral to secure payment. We maintain an allowance for bad debts for
anticipated uncollectible accounts receivable which we believe to be adequate.
The actual allowance required for any one customer's account or on all of the
accounts receivable in total, may ultimately be greater than our allowance for
bad debts at any point in time. The failure to pay an outstanding receivable by
a major customer would significantly harm our business, operating results and
financial condition.

Our customers have the right to return our products and to take price markdowns,
which could reduce our net sales and results of operations. Most of our customer
relationships allow for product returns and price markdowns. We establish
allowances for future product returns and price markdowns at the time revenue is
recognized for sales to traditional software retail customers and distributors
servicing such retailers. These allowances are based on historical product
return and price markdown results with these types of customers, product
sell-through information and channel inventory reports supplied by these
retailers and the distributors that serve them, among other factors. Our sales
to these customers are reported net of product return and price markdown
provisions. Actual product returns and price markdowns could exceed these
anticipated amounts, particularly for products that have higher price points
than our typical $9.99 jewel case products, which would negatively impact our
future results of operations.


<PAGE>


Our operating results fluctuate from quarter to quarter, which makes our future
operating results uncertain and difficult to predict. Our quarterly operating
results have varied significantly in the past and will likely vary significantly
in the future depending on numerous factors, many of which are not under our
control. Fluctuations in quarterly operating results will depend upon many
factors including:

    o   seasonality of customer buying patterns;
    o   the size and rate of growth of the consumer entertainment PC software
        market;
    o   the demand for our typical value-priced and new higher-priced PC
        software products;
    o   product and price competition;
    o   the amount of product returns and price markdowns;
    o   the timing of our new product introductions and product enhancements and
        those of our competitors;
    o   the timing of major customer orders;
    o   product shipment delays;
    o   access to distribution channels;
    o   product defects and other quality problems;
    o   product life cycles;
    o   ability to accurately forecast inventory production requirements;
    o   international royalty rates and licensing revenues; and
    o   our ability to develop and market new products and control costs.

Products are usually shipped within days following the receipt of customer
orders so we typically operate with little or no backlog. Therefore, net sales
in any reporting period are usually dependent on orders booked, shipped and
received by our customers during that period.

We are exposed to seasonality in the purchases of our products. The consumer
entertainment PC software industry is highly seasonal, with sales tending to be
higher during the third and fourth calendar quarters (our first and second
fiscal quarters). This is due to increased demand for PC software games during
the back-to-school and holiday selling seasons. Delays in product development or
manufacturing can affect the timing of the release of our products, causing us
to miss key selling periods such as the year-end holiday buying season. Our
ability to maintain adequate liquidity to satisfy critical software developers
with required advance royalty payments and paying our manufacturing vendors
within acceptable timeframes are critical to avoiding any such delays in having
product available for sale throughout the year, but especially during seasonal
peaks in demand. If we miss product deliveries during these key selling periods,
or if our products are not ready for shipment to meet these critical selling
periods, our net sales and operating results would be adversely affected.
Additionally, if our products do not adequately sell-in to our customers' retail
locations or sell-through to consumers at these retail locations during the
back-to-school or holiday selling seasons, our financial results for the entire
fiscal year would be adversely affected.

The consumer entertainment PC software market is highly competitive and changes
rapidly. The market for consumer entertainment PC software is highly
competitive, particularly at the retail shelf level where a constantly
increasing number of software titles are competing for a finite amount of shelf
space. Retailers have a limited amount of shelf space on which to display
consumer entertainment PC software products. There is intense competition among
consumer entertainment PC software publishers for shelf space and promotional
support from retailers. As the number of PC software titles continues to
increase, the competition for shelf space continues to intensify, resulting in
greater leverage for retailers and distributors in negotiating terms of sale,
including price discounts and product return policies. Also, our larger
competitors may have more leverage than us to negotiate more and
better-positioned shelf space than us. Our retail and distribution customers
have no long-term obligations to purchase our products, and may discontinue
purchasing our products at any time. If any of our large customers stopped
buying our products or significantly reduced their purchases, our operating
results and financial condition would be negatively impacted.

Increased competition for acquiring the licensing rights to quality consumer
entertainment PC software content has compelled us to agree to make increasingly
higher advance royalty payments and, in some cases, to guarantee minimum royalty
payments to content licensors and PC software game developers. If the products
subject to these advances and minimums do not generate sufficient sales volumes
to recover these costs, our financial results would be negatively impacted.


<PAGE>


Our present or future competitors may also develop products that are comparable
or superior to ours. Our competitors may offer higher quality products, lower
priced products or adapt more quickly than us to new technologies or evolving
customer requirements. Our competitors typically have more financial resources
to spend on marketing promotions, licensing recognizable brands, and advertising
efforts. Competition is expected to intensify. In order to be successful in the
future, we must be able to respond to technological changes, customer
requirements and competitors' current products and innovations. We may not be
able to compete effectively in this market, which would have an adverse effect
on our operating results and financial condition.

We depend on the market acceptance of our products, and these products typically
have relatively short product life cycles. The market for consumer entertainment
PC software has been characterized by shifts in consumer preferences and short
product life cycles. Consumer preferences for entertainment PC software products
are difficult to predict and few products achieve sustained market acceptance.
New products we introduce may not achieve any significant degree of market
acceptance, or the product life cycles may not be long enough for us to recover
advance royalties, development, marketing and other promotional costs. Also, if
a product does not sell-through to consumers at a rate satisfactory to our
retail or distribution customers, we could be forced to accept substantial
product returns or be required to issue additional price markdowns to maintain
our relationships with these distributors and retailers. We may also lose retail
shelf space if our products do not sell-through to consumers at satisfactory
rates. Failure of new products to achieve or sustain market acceptance or
product returns or price markdowns results in excess of our expectations would
adversely impact our business, operating results and financial condition.

We are vulnerable to rapid technological change that could make our products
less marketable. Frequent new product introductions and enhancements, rapid
technological developments, evolving industry standards and swift changes in
customer requirements characterize the market for our products. Our future
success depends on our ability to continue to quickly and efficiently develop
and introduce new products and enhance existing products to incorporate
technological advances and responses to customer requirements. If any of our
competitors introduce products more quickly than us, or if they introduce better
products than ours, then our business could be adversely affected. We may also
not be successful in developing and marketing new products or enhancements to
our existing products on a timely basis. Our new or enhanced products may not
adequately address the changing needs of the marketplace. From time to time, our
competitors may announce new products, capabilities or technologies that have
the potential to replace or shorten the life cycles of our existing products.
Announcements of currently planned or other new products by competitors may
cause customers to delay their purchasing decisions in anticipation of such
products, which could adversely affect our business, liquidity and operating
results. Additionally, technological advancements in computer operating systems
that cause our products to be obsolete or not to function as expected would
adversely affect our financial results if product returns exceeded our
allowance, and the related inventory was deemed valueless (and exceeded our
allowance for inventory obsolescence).

Our common stock has experienced low trading volumes and other risks on the OTC
Bulletin Board. In April 2001, our common stock was delisted from the Nasdaq
SmallCap Market as a result of our failure to maintain a minimum bid price of
$1.00 over a period of 30 consecutive trading days. Our stock then began trading
on the OTC Bulletin Board under the existing symbol EGAM. In March 2002, our
common stock was not eligible to be traded on the OTC Bulletin Board because we
were not current with our reporting requirements under the Securities Exchange
Act of 1934, as amended (the "1934 Act"). In April 2002, our common stock
resumed trading on the OTC Bulletin Board, when we became current with our 1934
Act filings.

If we do not remain current with our 1934 Act filings, we would not be able to
maintain the trading of our stock on the OTC Bulletin Board. Even if we are
successful in maintaining trading of our stock on the OTC Bulletin Board, many
stocks traded on the OTC Bulletin Board have experienced extreme price and
trading volume fluctuations. These fluctuations are often unrelated or
disproportionate to the operating performance of individual companies. Our stock
price may be adversely affected by such fluctuations, regardless of our
operating results. Additionally, many common stocks traded on the OTC Bulletin
Board are thinly traded, such as our common stock, which would make it difficult
to sell our stock. If our stock is not eligible to be traded on the OTC Bulletin
Board, our stock will then be traded on the Pink Sheets, which may have even
less trading volume potential and more price fluctuations than the OTC Bulletin
Board.



<PAGE>


We have experienced increased regulation of our product content and features.
Due to the competitive environment in the consumer entertainment software
industry, we have and will continue to incorporate features into our products,
such as an Internet browser-like interface, advertising technology and on-line
consumer registration capabilities, to differentiate our products to retailers,
provide value-added features to consumers, and to potentially increase website
traffic and create new revenue streams based on advertising and promotional
opportunities. These features may not enhance the product's value, and in fact
such features may detract from a product's value if they are not accepted in the
marketplace or if new regulations governing the Internet and related
technologies are enacted which impact these features.

We may have difficulty protecting our intellectual property rights. We either
own or have licensed the rights to copyrights on our products, manuals,
advertising and other materials. We also hold trademark rights in our corporate
logo, and the names of the products owned or licensed by us. Our success depends
in part on our ability to protect our proprietary rights to the trademarks,
trade names and content used in our principal products. We rely on a combination
of copyrights, trademarks, trade secrets, confidentiality procedures and
contractual provisions to protect our proprietary rights. These initiatives to
protect our proprietary rights require us to use internal resources as well as
outside legal counsel. We may not have sufficient resources to adequately
protect our intellectual property rights, and our existing or future copyrights,
trademarks, trade secrets or other intellectual property rights may not be of
sufficient scope or strength to provide meaningful protection or commercial
advantage to us. Also, in selling our products, we rely on "click-through"
licenses that are not signed by licensees and, therefore, may be unenforceable
under the laws of certain jurisdictions. In addition, the laws of some foreign
countries do not protect our proprietary rights, as do the laws of the United
States. Our inability to sufficiently protect our intellectual property rights
would have an adverse effect on our business and operating results.

Policing unauthorized use of an easily duplicated and broadly disseminated
product such as computer software is very difficult. Software piracy is expected
to be a persistent problem for the software industry for the foreseeable future.
Software piracy is a much greater problem in certain international markets. If a
significant amount of unauthorized copying of our products were to occur, our
business, operating results and financial condition could be adversely affected.

We may incur substantial expenses and be required to use our internal resources
to defend infringement claims, and settlements may not be favorable or
attainable. We may from time to time be notified that we are infringing on the
intellectual property rights of others. Combinations of content acquired through
past or future acquisitions and content licensed from third-party software
developers will create new products and technology that may give rise to claims
of infringement. In recent years, we have incurred significant defense costs and
utilized internal resources in defending trademark and copyright claims and
lawsuits. Other third parties may initiate infringement actions against us in
the future. Any future claims could result in substantial costs to us, and
diversion of our limited resources. If we are found to be infringing on the
rights of others, we may not be able to obtain licenses on acceptable terms or
at all, and significant damages for past infringement may be assessed, or
further litigation relating to any such licenses or usage may occur. Our failure
to obtain necessary licenses or other rights, or the commencement of litigation
arising from any such claims, could materially and adversely affect our
operating results.

We are exposed to the risk of product defects. Products we offer can contain
errors or defects. The PC hardware environment is characterized by a wide
variety of non-standard peripherals, such as sound and graphics cards, and
configurations that make pre-release testing for programming or compatibility
errors difficult and time-consuming. Despite the extensive testing performed by
our quality assurance personnel, new products or releases may contain errors
discovered after shipments have commenced, resulting in a loss of or delay in
market acceptance or widespread product recalls, which would adversely affect
our business, operating results and financial condition.

We depend on key management and technical personnel. Our success depends to a
significant degree on the continued efforts of our key management, marketing,
sales, product development and operational personnel. The loss of one or more
key employees could adversely affect our operating results. We also believe our
future success will depend in large part on our ability to attract and retain
highly skilled management, technical, marketing, sales, product development and
operational personnel. Competition for such personnel is intense, and, due to
our limited resources and size, we may not be successful in attracting and
retaining such personnel.



<PAGE>


We may experience unique risks with our international revenues and distribution
efforts. International net revenues, including both product net sales and
licensing revenues, represented 4% of our net sales for the fiscal years ended
June 30, 2003 and 2002. We anticipate that in fiscal 2004 our international
business will continue to be transacted primarily through third-party licensees,
which is subject to some risks that our domestic business is not, including:
varying regulatory requirements; difficulties in managing foreign distributors;
potentially adverse tax consequences; and difficulties in collecting delinquent
accounts receivable. Additionally, because our international business is
concentrated among a small number of third-party licensees, the business failure
of any one of these licensees, and the resulting inability for us to collect
outstanding licensing receivables, could have a material adverse effect on our
financial condition.

Item 3. Controls and Procedures

(a) Disclosure Controls and Procedures. Under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we
carried out an evaluation of the effectiveness of our disclosure controls and
procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of September 30, 2003 (the "Evaluation
Date"). Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that as of the Evaluation Date, our disclosure
controls and procedures were effective in recording, processing, summarizing and
reporting, in the periods specified in the SEC's rules and forms, the
information required to be disclosed by the Company in its reports filed or
furnished under the Exchange Act.

(b) Changes in Internal Control Over Financial Reporting. There have not been
any changes in our internal control over financial reporting during the fiscal
quarter ended September 30, 2003 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.



<PAGE>


Part II.  Other Information

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.                        Description of Exhibit
-----------                        ----------------------
    31.1        Certification of Gerald W. Klein as President and Chief
                Executive Officer of eGames, Inc. pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.
    31.2        Certification of Thomas W. Murphy as Vice President and Chief
                Financial Officer of eGames, Inc. pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.
    32.1        Certification of Gerald W. Klein as President and Chief
                Executive Officer of eGames, Inc. pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.
    32.2        Certification of Thomas W. Murphy as Vice President and Chief
                Financial Officer of eGames, Inc. pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K

On July 23, 2003, the Company furnished a report on Form 8-K under Item 12
regarding a press release announcing the date that it expects to release its
financial results for the fiscal year ended June 30, 2003.

On August 25, 2003, the Company furnished a report on Form 8-K under Item 12
regarding a press release announcing the Company's financial results for the
fiscal year ended June 30, 2003.

On September 19, 2003, the Company filed a report on Form 8-K under Item 5
regarding a press release announcing it had entered into a Business Loan
Agreement with Hudson United Bank ("HUB") to permit the Company to borrow up to
$500,000 from HUB.



<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                  eGames, Inc.
                                  (Registrant)




Date: November 13, 2003                   /s/ Gerald W. Klein
      -----------------                   --------------------
                                          Gerald W. Klein, President, Chief
                                          Executive Officer and Director


Date: November 13, 2003                   /s/ Thomas W. Murphy
      -----------------                   --------------------
                                          Thomas W. Murphy, Chief Financial
                                          Officer and Chief Accounting Officer



<PAGE>


                                                                   Exhibit 31.1

                                  Certification
                                  -------------

I, Gerald W. Klein, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of eGames, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.


Date: November 13, 2003
-----------------------

                                     /s/ Gerald W. Klein
                                     -------------------
                                     Gerald W. Klein
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)



<PAGE>


                                                                   Exhibit 31.2

                                  Certification
                                  -------------

I, Thomas W. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of eGames, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.


Date: November 13, 2003
-----------------------

                                     /s/ Thomas W. Murphy
                                     --------------------
                                     Thomas W. Murphy
                                     Chief Financial Officer
                                     (Principal Financial Officer)




<PAGE>


                                                                   Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                            -------------------------
                             18 U.S.C. SECTION 1350,
                             -----------------------
                             AS ADOPTED PURSUANT TO
                             ----------------------
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------


In connection with the Quarterly Report of eGames, Inc. (the "Company") on Form
10-QSB for the fiscal quarter ended September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald
W. Klein, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

        1. The Report fully complies with the requirements of section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

        2. The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.


/s/ Gerald W. Klein
-------------------
Gerald W. Klein
President and Chief Executive Officer
November 13, 2003

The foregoing certification is being furnished to the Securities and Exchange
Commission pursuant to 18 U.S.C. Section 1350 as an exhibit to the Report and is
not being filed as part of the Report or as a separate disclosure document.




<PAGE>


                                                                   Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                            -------------------------
                             18 U.S.C. SECTION 1350,
                             -----------------------
                             AS ADOPTED PURSUANT TO
                             ----------------------
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                 ---------------------------------------------


In connection with the Quarterly Report of eGames, Inc. (the "Company") on Form
10-QSB for the fiscal quarter ended September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
W. Murphy, Vice President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

        1. The Report fully complies with the requirements of section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

        2. The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.


/s/ Thomas W. Murphy
--------------------
Thomas W. Murphy
Chief Financial Officer
November 13, 2003

The foregoing certification is being furnished to the Securities and Exchange
Commission pursuant to 18 U.S.C. Section 1350 as an exhibit to the Report and is
not being filed as part of the Report or as a separate disclosure document.