UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 FORM 10-QSB

  [X}   QUARTERLY report under section 13 or 15(d) of the Securities
   Exchange Act of 1934 for the PERIOD ended NOVEMBER 30, 2003.

  [ ]   Transition report under section 13 or 15(d) of the Securities
   Exchange Act of 1934.


                      COMMISSION FILE NUMBER: 33-55254-43

                       Virtual Gaming Enterprises, Inc.
            (Exact name of registrant as specified in its charter)

        Nevada                                       87-0485308
 (State of Organization)                       (I.R.S. Employer
                                                   Identification No.)

                   2580 SEASCAPE GLEN, ESCONDIDO, CA 92026
                   (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code:  (760) 510-0188

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  [X]      No  [ ]

    Transitional Small Business Disclosure Format: Yes [ ] No [X]

      198,485,771 Common Shares, $0.001 Par Value, Issued and Outstanding


Financial Information

                   VIRTUAL GAMING ENTERPRISES, INC.

                   (A Development Stage Enterprise)


                         FINANCIAL STATEMENTS

                         November 30, 2003




INDEX TO FINANCIAL STATEMENTS



Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations . . . . . . . . . . . . . . . . . . . . . F-3

Statements of Stockholders' Equity (Deficiency). . . . . . . . . . F-4

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . F-5

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . F-6
     F-1




       Virtual Gaming Enterprises, Inc.
       (A Development Stage Enterprise)
              Balance Sheets
       November 30, 2003 and May 31, 2003

<TABLE>
<S>                                      <C>            <C>
                                           November 30,     May 31,
		          2003              2003
                                         ----------     ----------
ASSETS
CURRENT ASSETS
   Cash                                  $    19     $      34
   Advance receivable                    0               0
                                         ----------     ----------
     Total current assets               19             34

OTHER ASSETS
   Intagible assets	         1,125,000    1,125,000
                                         ------------   -------------
     Total other assets        1,125,000    1,125,000


Total Assets                       $1,125,019   $1,125,034
                                         ==========     ==========

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)

 CURRENT LIABILITIES
   Accrued salaries payable       $ 1,254,382        $1,091,882
   Accrued litigation payable          328,750             317,500
   Loan payable - related party      101,312               91,262
   Short-term notes payable        2,191,194          2,085,331
                                         ----------     ----------
     Total current liabilities          3,875,638           3,585,975


Total Liabilities                         3,875,638            3,585,975


STOCKHOLDERS EQUITY (DEFICIENCY)
   Common stock, $0.001 par value,
     authorized 200,000,000 shares;
     198,485,771 and 159,485,771
      issued and outstanding shares,
      respectively                           198,488       159,488
   Additional paid-in capital              4,448,888     4,168,888
   Stock held in treasury,
      85,008,000 and 400,000,
      respectively                           (85,008)      (85,008)
   Deficit accumulated during
     the development stage                (7,312,987)   (6,704,309)
                                         ----------     ----------
     Total Stockholders
           Equity (Deficiency)            (2,750,619)   (2,460,941)
                                         ----------     ----------
Total Liabilities and Stockholders
           Equity (Deficiency)             $1,125,019   $1,125,034
                                         ==========     ==========
</TABLE>

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

                              F-2





              Virtual Gaming Enterprises, Inc.
              (A Development Stage Enterprise)
                 Statements of Operations
    For the Six Months ending November 30, 2003 and 2002
       and From Inception Through November 30, 2003

<TABLE>
<S>                         <C>             <C>              <C>
                                                             Period from
                                                             November 1997
                                                              (Inception)
                                                                  through
                                2003            2002       November 30, 2003
                            ------------    ------------    -------------------

Revenues                    $          0    $          0    $           0

Expenses
   Compensation:
      Officers                   162,500         202,500        1,819,860
      Other                            0           4,700           58,373
      Consultants                319,000          43,928          813,041
   General and
      administrative
      expenses                    10,065          36,144          763,269
   Impairment of asset                 0               0        2,620,000
   Depreciation                        0               0            5,000
   Research and development            0               0          130,500
   Loss due to litigation              0               0          250,000
                            ------------    ------------    ----------------
    Total expenses              (491,565)       (287,272)      (6,460,043)
                            ------------    ------------    ----------------
Loss from
  operations                    (491,565)       (287,272)      (6,460,043)
Interest expense                (117,113)       (106,156)        (852,944)
                            ------------    ------------    ----------------
Net loss                    $   (608,678)      $(393,428)    $ (7,312,987)
                            ============    ============   =======
Basic net loss per
    weighted average
                 share  $           (.01)    $      (0.01)
                            ============    ============
Weighted average
    number of shares         100,479,771     47,228,572
                            ============    ============
(Note that earnings per share were calculated retroactively to reflect
the reverse 50-for-1 stock split for May 31, 2003 and 2002)
</TABLE>

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

                              F-3



              Virtual Gaming Enterprises, Inc.
              (A Development Stage Enterprise)
                 Statements of Operations
    For the Three Months ending November 30, 2003 and 2002

<TABLE>
<S>                         <C>             <C>              <C>


                                2003            2002
                            ------------    ------------

Revenues                    $          0    $          0

Expenses
   Compensation:
      Officers                    81,250         121,250
      Other                            0                    0
      Consultants                   0               14,928
   General and
      administrative
      expenses                     5,030           8,816
   Impairment of asset                 0               0
   Depreciation                        0               0
   Research and development            0               0
   Loss due to litigation              0               0
                            ------------    ------------
    Total expenses               (86,280)       (144,994)
                            ------------    ------------
Loss from
  operations                    (86,280)       (144,994)
Interest expense                 (58,926)        (53,913)
                            ------------    ------------
Net loss                    $   (145,206)      $(198,907)
                            ============    ============


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

                              F-3


             Virtual Gaming Enterprises, Inc.
              (A Development Stage Enterprise)
         Statements of Changes in Stockholders' Equity
 For the Years and Period Since Inception through November 30, 2003


<S>                 <C>           <C>     <C>         <C>          <C>
                                                      Deficit
                                                      Accumulated
                                          Additional  During the   Total
                    Number        Common  Paid-in     Development  Stockholders'
                    Of Shares     Stock   Capital     Stage        Equity
                    ------------  ------  ----------  -----------  -------------

BEGINNING BALANCE,
  November 1997
   (Inception)                 0  $    0  $        0  $         0  $       0

Shares issued
  for cash            13,000,000  46,400           0            0     46,400

Net loss                       0       0           0      (20,506)   (20,506)
                    ------------  ------  ----------  -----------  -------------
BALANCE,
  May 31, 1998        13,000,000  46,400           0      (20,506)    25,894

June 1998 - reverse
  merger              10,209,647 (44,079)     44,109            0         30

February 1999 -
  reverse split	   (22,707,774) (1,819)      1,819            0          0

Shares issued
  for cash             1,679,949   1,680     184,382            0    186,062

Net loss                       0       0           0     (311,214)  (311,214)
                    ------------  ------  ----------  -----------  -------------
BALANCE,
  May 31, 1999         2,181,822   2,182     230,280     (331,720)   (99,228)

Shares issued
  for cash             6,105,879   6,106   3,193,653            0  3,199,759

Net loss                                               (1,185,872)(1,185,872)
                    ------------  ------  ----------  -----------  -------------
BALANCE,
  May 31, 2000         8,287,701 $ 8,288 $ 3,423,963 $ (1,517,592) $1,914,659

Shares issued
  for cash             2,878,700   2,879     448,954                  451,833

Shares issued to
  officers for
  compensation under
  stock option and
  compensation plan    9,166,666   9,166      58,001                   67,167

Shares issued for
  treasury stock      20,000,000  20,000                               20,000

Shares held as
 treasury stock      (20,000,000)(20,000)                             (20,000)
Net loss                                                (1,029,540)(1,029,540)
                   -------------- ------- ----------- ------------ -----------
BALANCE
 May 31, 2001         20,333,067  20,333    3,930,918   (2,547,132) 1,404,119

Shares issued to
  officers for under
  compensation plan
  on June 18, 2001 at
  $0.01 per share       775,000     775         6,975                   7,750

Reverse stock split
  on a 50-for-1
  basis on November
  10, 2001          (20,676,078)(20,676)       20,676                       0

Shares issued to
  officers for under
  compensation plan
  on April 15, 2002 at
  $0.01 per share    10,000,000  10,000        90,000                 100,000

Shares issued under
  consulting agreements
  on April 15, 2002 at
  $0.01 per share    10,993,851  10,994        98,945                 109,939



Net Loss                                               (3,475,766)$(3,475,766)
                   -------------- ------- ----------- ------------ -----------
BALANCE,
 May 31, 2002        21,425,840 $21,426   $ 4,147,514 $(6,022,898)$(1,853,958)
                   -------------- ------- ----------- ------------ -----------

Reverse stock split
  on a 50-for-1
  basis on
  August, 2002       (21,373,948)(21,374)      21,374                       0

Shares issued under
  consulting
  agreements on
  August 13, 2002
  at $0.001 per
  share               16,000,000  16,000            0                  16,000

Shares issued under
  consulting
  agreements on
  Sept. 5, 2002
  at $0.001 per
  share               10,000,000  10,000            0                  10,000

Shares issued to
  officers under
  compensation
  agreements on
  Sept. 10, 2002
  at $0.001 per
  share               40,000,000  40,000            0                  40,000

Shares issued for
  treasury stock
  on Sept. 10, 2002
  at $0.001 per
  share               85,000,000  85,000            0                  85,000

Shares held as
  treasury stock
  on Sept. 10, 2002
  at $0.001 per
  share              (85,000,000)(85,000)           0                 (85,000)

Shares issued under
  consulting
  agreement on
  Sept. 27, 2002
  at $0.001 per
  share                  125,000     125            0                    125

Shares issued under
  consulting
  agreements on
  Oct. 24, 2002
  at $0.001 per
  share                1,302,879   1,303            0                  1,303

Shares issued under
  consulting
  agreements on
  Nov. 22, 2002
  at $0.001 per
  share                2,000,000   2,000            0                  2,000

Shares issued under
  consulting
  agreements on
  Jan. 27, 2002
  at $0.001 per
  share                5,000,000   5,000            0                  5,000

Net Loss                                                (681,411)  $(681,411)
                   -------------- ------- ----------- ------------ -----------
BALANCE,
 May 31, 2003         74,879,771 $74,480  $ 4,168,888$(6,704,309)$(2,460,941)

Shares issued under
  consulting
  agreement on
  Aug. 4, 2003
  at $0.01 per
  share               15,000,000  15,000      135,000                150,000

Shares issued under
  consulting
  agreement on
  Aug. 11, 2003
  at $0.011 per
  share                5,000,000   5,000       50,000                 55,000

Shares issued under
  consulting
  agreements on
  Aug. 25, 2003
  at $0.006 per
  share               19,000,000  19,000       95,000                114,000

Net Loss                                                (608,678)  $(608,678)
                   -------------- ------- ----------- ------------ -----------

BALANCE,
 November 30, 2003        113,479,771 $113,480 $ 4,448,888 $(7,312,987)$(2,750,619)
                   ============== ======= =========== ============ ===========
</TABLE>

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

                              F-4




              Virtual Gaming Enterprises, Inc.
              (A Development Stage Enterprise)
                   Statements of Cash Flows
     For the Six Months and Period Since Inception Ended November 30,



<TABLE>
<S>                           <C>          <C>              <C>
                                                            Period from
                                                            November 1997
                                                            (Inception)
                                                            through
                                  2003           2002       November 30, 2003
                              ------------   ------------   -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                      $   (608,678)  $   (393,428)  $  (7,312,987)
Adjustments to reconcile net
 loss to net cash used
 for operating activities:
    Depreciation                         0              0           5,000
    Loss due to litigation               0              0         250,000
    Asset impairment loss	           0              0       2,620,000
    Officer compensation in
    the form of stock                    0           40,000         214,917
    Consulting compensation
    in the form of stock           319,000         29,428         463,367
Changes in operating
 assets and liabilities:
    (Increase) decrease advance
      receivable - related party         0              0               0
    Increase (decrease) accrued
      salaries payable                      162,500    162,500   1,254,382
    Increase (decrease) accrued
      loan payable - related party   10,050         54,205         101,312
    Increase (decrease) accrued
      Interest payable             117,113        107,157         852,944
                              ------------   ------------   -------------------
Net cash used by
  operating activities                 (15)          (137)     (1,551,065)
                              ------------   ------------   -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of property
    and equipment                        0             0           (5,000)
  Purchase of investments                0             0         (340,000)
  Acquisition of
    intangible assets                    0             0       (1,958,001)
                              ------------   ------------   -------------------
Net cash (used) provided by
  investing activities                   0             0       (2,303,001)
                              ------------   ------------   -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance
       of common stock and
       Commissions paid                  0             0        3,854,085
                              ------------   ------------   -------------------
Net cash provided by
  financing activities                   0             0        3,854,085
                              ------------   ------------   -------------------

Net increase
  (decrease) in cash                   (15)         (137)              19

CASH, beginning of period               34           163                0
                              ------------   ------------   -------------------

CASH, end of period           $         19  $         26  $            19
                              ============   ============  ===================
</TABLE>

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

                              F-5




  VIRTUAL GAMING ENTERPRISES, INC.
              (A Development Stage Enterprise)
               NOTES TO FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
      THE COMPANY   Virtual Gaming Enterprises, Inc. is a Nevada
        chartered development stage corporation which conducts
        business from its headquarters in Escondido, California.
        The Company was incorporated on August 9, 1990.  The
        operating company, now dissolved, was established in
        November 1997.

        The Company has not yet engaged in its expected operations.
        The Company's future operations will be to provide casino
        gambling via the Internet.  Current activities include
        raising additional equity and negotiating with potential key
        personnel and facilities.  There is no assurance that any
        benefit will result from such activities.  The Company  will
        not receive any operating revenues until the commencement of
        operations, but will nevertheless continue to incur expenses
        until then.

        The following summarize the more significant accounting and
        reporting policies and practices of the Company:

        A) START-UP COSTS
        Costs of start-up activities, including
        organization costs, are expensed as incurred, in accordance
        with Statement of Position (SOP) 98-5.

        B) NET LOSS PER SHARE
        Basic is computed by dividing the net
        loss by the weighted average number of common shares
        outstanding during the period.

        C) USE OF ESTIMATES
        The financial statements have been
        prepared in conformity with generally accepted accounting
        principles.  In preparing the financial statements,
        management is required to make estimates and assumptions
        that affect the reported amounts of assets and liabilities
        as of the date of the statements of financial condition and
        revenues and expenses for the period then ended.  Actual
        results may differ significantly from those estimates.

        D) PROPERTY AND EQUIPMENT
        All property and equipment are
        recorded at cost and depreciated over their estimated useful
        lives, using the straight-line method.  Upon sale or
        retirement, the costs and related accumulated depreciation
        are eliminated from their respective accounts, and the
        resulting gain or loss is included in the results of
        operations.  Repairs and maintenance charges which do not
        increase the useful lives of the assets are charged to
        operations as incurred.

        E) SIGNIFICANT ACQUISITION
        In June 1998, Interbet, Inc.
        issued 13,136,539 shares of common stock to acquire all of
        the issued and outstanding shares of the common stock of
        Virtual Gaming Enterprises, Inc. (VGEI) in a reverse merger,
        accounted for as a reorganization of VGEI.

2) ADVANCES RECEIVABLE - RELATED PARTIES   The Company had borrowed
        $91,262 for the year ended May 31, 2003 and $28,032 for the
        year ended May 31, 2002 from officers.  The Company had
	  advanced $82,198 to officers of the Company during the year
        ended May 31, 2001.  These loan receivables and advances are
        due on demand and carry no stated interest rate.

(3) STOCKHOLDERS' EQUITY   The Company has authorized 50,000,000
        shares of $0.001 par value common stock.  The Company had
        40,303,067 shares of common stock issued and outstanding at May
        31, 2001 and 8,287,701 shares of common stock issued and outstanding
        at May 31, 2000.  The Company, in August 1990, issued 1,000,000
        shares for $1,000 in cash.  In August 1996, the Company
        issued 100,000 shares for $50,000 in cash.  In December
        1997, the Company issued 4,973,108 shares in conjunction
        with the acquisition of Interbet, Inc.  In June 1998, the
        Company issued 2,000,000 shares in exchange for services
        valued at $313,200.  In June 1998, the Company issued
        600,000 shares in settlement of a loan amounting to $93,957.
         In June 1998, the Company issued 1,400,000 shares for
        $46,400 in cash.  In June 1998, the Company

     F-7

<PAGE>


                   VIRTUAL GAMING ENTERPRISES, INC.
                   (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS


(3) STOCKHOLDERS' EQUITY (CONTINUED) issued 13,136,539 shares for
        the acquisition of Virtual Gaming Enterprises, Inc.  In
        February 1999, the Company completed a reverse split of its
        common stock, leaving 501,873 shares issued and outstanding.
        During the fourth quarter of fiscal 1999, the Company
        issued 1,679,949 shares for $186,062 in cash.  During the
        Year ended May 31, 2000, the Company issued 6,105,879 shares
        for $3,169,759.  During the year ended May 31, 2001, the Company
        issued 2,848,700 shares for $451,833, 9,166,666 shares as compensation
        for $67,167 and 20,000,000 shares as treasury stock for $20,000.

	  On June 18, 2001, the Company issued 775,000 common shares to the
        Company's officers in accordance with their compensation agreements
        for a value of $7,750.  On November 10, 2001, the Company authorized
        a 50-for-1 reverse stock split.  On April 15, 2002, the Company issued
        10,000,000 common shares to the Company's officers in accordance with
        compensation agreements for a value of $100,000.  On April, 2002, the
        Company issued 10,993,851 common shares in accordance with agreements
        entered into with consultants for a value of $109,939.  In August of
        2002, the Company authorized a 50-for-1 reverse stock split.  On
        September 10, 2002, the Company issued 40,000,000 shares of common
        shares to its Company officers under a compensation and anti-share
        dilution agreement for a value of $40,000.  During the year ended May
        31, 2003, the Company entered into several consulting agreements with
        Company consultants whereby the company issued as compensation
        34,427,879 common shares of stock for a value of $34,428.


(4) INCOME TAXES  Deferred income taxes (benefits) are provided for
        certain income and expenses which are recognized in
        different periods for tax and financial reporting purposes.
        The Company has net operating loss carry-forwards for income
        tax purposes of approximately $2,649,532, expiring $20,500 at
        May 31, 2018, $311,200 at May 31, 2019, $771,523 at May 31, 2020,
        $154,500 at May 31, 2021, $690,115 at May 31, 2022 and 102,400 at
        May 31, 2023.

        The amount recorded as deferred tax assets is approximately
        $1,072,185 and $382,100 as of May 31, 2002 and May 31, 2001,
        respectively, which represents the amount of tax benefit of
        the loss carryforward.  The Company has established a 100%
        valuation allowance against this deferred tax asset, as the
        Company has no history of profitable operations.

(5) GOING CONCERN As shown in the accompanying financial statements,
        the Company incurred a net loss of $6,704,309 for the period
        from November 1997 (Inception) through May 31, 2003.  The
        ability of the Company to continue as a going concern is
        dependent upon commencing operations and obtaining
        additional capital and financing.  The financial statements
        do not include any adjustments that might be necessary if
        the Company is unable to continue as a going concern.  The
        Company is currently seeking financing to allow it to begin
        its planned operations.

(6) ASSET IMPAIRMENT In accordance with Financial Accounting Standard
        121, "Accounting for the Impairment of Longed-Lived assets",
        the Company's management has reviewed its purchase and
        investments in internet gaming and business-to-business web
        sites and has determined, based on future cash in-flows, that
        these assets have been impaired with a loss of $2,620,000.
        The Company intends to continue its efforts to redesign its
        gaming sites and direct the sites to a different market.

(7) INTANGIBLE ASSETS During the year ended May 31, 2001, the Company has
        engaged consultants to upgrade operating systems for the internet
        gambling casinos.  During the year ended May 31, 2000, the Company
        Entered into agreements for the development of software that
        Will provide gaming capabilities on the internet.  The Company has
        Invested $1,898,001 during the year 2000 for 17 of these programs.
        The Company plans to lease and/or manage these sites for a fee.
        In May 1999, the Company formed Hung Sai,
        Ltd., a Nevis Corporation.  In May 1999, Hung Sai entered
        into a license agreement with a third party to provide an
        Internet gateway for future Internet casinos to be located
        in St. Kitts, West Indies.  This agreement required a
        $60,000 initial license fee and future revenue sharing from
        the Company's future on-line casinos.  The Company expects
        to amortize the license fee over a five-year period, once
        commercialization has begun.

(8) EMPLOYMENT AGREEMENTS
        In July of 2001, the Company extended its employment
        agreements with two of its officers whereby the agreements
        call for base pay amounts to total $325,000.  The
        agreement also calls for stock to be issued as compensation
        in order to maintain the officer's percentage of ownership
        of all outstanding stock as well as stock bonuses. In July
        1998, the Company entered into employment agreements with
        two of its officers.  These agreements have three-year
        terms expiring June 30, 2001.  The agreements contain base
        pay amounts of $250,000, $280,000 and $325,000, combined.
        These contracts also call for the issuance of options for
        3,000,000 shares of the Company's common stock, 1,500,000
        of which vested on December 1, 1998, and 150,000 per month
        beginning June 1, 1999 for a period of ten months.

(9) LEGAL PROCEDINGS
        On or about June 11, 1999, the United States Securities and
        Exchange Commission initiated a proceeding in the United
        States District Court, Southern District of California,
        against the Company seeking to hold the Company in Civil
        Contempt for failure to respond to a Subpoena issued by the
        Commission.  The Court granted the Commission's request and
        issued an Order that sanctioned the Company Ten Thousand
        ($10,000.00) Dollars per day until such time as it complied
        with the Commission's Subpoena.

  Subsequent to the Compan's compliance with the Commission's
  Subpoena, the Company and the Commission entered into a
  Stipulation and Order whereby the Company, having purged itself
  of the civil contempt citation, agreed to pay and did pay Ten
  Thousand ($10,000.00) Dollars as a sanction. The Stipulation and
  Order was signed by the Court and filed on or about November 18,
  1999.

  Virtual Gaming Enterprises, Inc., and its President, Virgil
  Williams, On or about May, 2000, submitted Offers of Settlement
  to the United States Securities and Exchange Commission that
  stemmed from certain matters reviewed by the Commission.  On
  July 29, 2002 the investigation had been terminated and no
  enforcement action has been recommended to the Commission.

  In a civil proceeding filed in the United States District Court
  for the Eastern District of New York in January 2000, identified
  by Case Number 00 CIV 0276, Platinum I.T. Consulting, Inc., and
  Edward Marian, alleged that Virtual Gaming Enterprises, Inc.,
  Virgil Williams, Brenda Williams and others violated Section 12(1)
  of the Securities Act, Violated Section 10(b) of the Exchange Act
  and Rule 10b-5 thereunder, Breached their Contract(s) with
  Plaintiff(s), Fraudulently Induced Plaintiff(s) to purchase the
  Company's securities, Converted Plaintiff(s) funds, and were
  Unjustly Enriched at Plaintiff's expense.  Plaintiffs sought
  damages in excess of Five Million ($5,000,000.00) Dollars.

  The Company deemed it in its best interest to resolve this matter,
  as the costs and fees for defense would largely outweigh the costs
  of resolution. Accordingly, without admitting or denying the
  allegations in the Complaint, the Company and Virgil and Brenda
  Williams entered into a Settlement and Consent Judgment whereby
  they agreed to compensate the Plaintiffs in the amount of
  $170,00.00 within 75 days of the effective date of the Settlement
   and Consent Judgment.

  Due to the hospitalization of the Company's President Virgil
  Williams, the Company did not make payment as required under the
  Settlement and Consent Judgment. As a result, and by the terms and
  provisions of the Settlement and Consent Judgment, the Settlement
  Obligation has increased to $250,000.00. The Company expects to
  remit this amount to the Plaintiffs, in care of Plaintiffs'
  Attorney, in short order.



     F-8



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

Plan of Operation

The Registrant is continuing its efforts to provide management of, rent of or
sales of casino gambling via the internet.  The casinos are currently in the
testing stage of their development.  It is possible that the registrant will
be successful in this plan of operation; however, there is no assurance for
success.

Results of Operation

The Company did not have any operating income during the quarters ended
November 30, 2003 and 2002.  For the quarter ended November 30, 2003, the
registrant recognized a net loss of $145,206 as compared to $198,907 during
the prior year's quarter.  Some compensation expenses, general and
administrative cost were accrued.  The Company issued stock for a value of
$319,000 for consulting services.  All of the interest expense of $58,187
was accrued during the quarter.  Expenses for general and administrative
were comprised of costs mainly associated with office overhead, legal and
accounting fees.

Liquidity and Capital Resources

At November 30, 2003 the Company had not raised capital from the issuance of
stock.  The Company had no other capital resources other than funding casinos
with notes payable from the creators of those casinos and the possibly of
raising operating capital through the sale of additional common stock.



                                   Part II
                              OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

   See footnote 9 to the financial statements included herein.

ITEM 2.   CHANGES IN SECURITIES
   Inapplicable/None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
   Inapplicable/None.

ITEM 4.   SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
   Inapplicable/None.

ITEM 5.   OTHER INFORMATION
   Inapplicable/None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

      A.  EXHIBITS

          Exhibit 31.1:  Certification pursuant to Rule 13a-14(a)
               or 15d-14(a)under the Securities Exchange Act of
               1934, as amended. *

          Exhibit 32.1:  Certification of Chief Executive Officer
               and President of the Company, pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002. *

     * Filed herewith


      B.  REPORTS ON FORM 8-K

          None

     4


                       SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has
duly caused this 10-KSB report to be signed on its behalf
by the undersigned thereunto duly authorized.

                           VIRTUAL GAMING ENTERPRISES, INC.
                           (Registrant)

Date: January  13, 2004        /s/ Virgil G. Williams
                              -------------------------
                              Virgil G. Williams
                              President