==================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 10QSB



|[X]  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
|---- | -------------------------------------------------------------------------------------------------------------------------------------
|     | OR                                                                                                                                   
|[  ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                                             
|     | For the transition period from to                                                                                                    

COMMISSION FILE NUMBER 0-31289

FIRSTBINGO. COM(Exact name of registrant as specified in its charter)



|NEVADA                                                         | N/A                                 
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)



|
|

488 Huron Street
Toronto, Ontario
Canada M5R 2A3(Address of principal executive offices)

(416) 281-1434
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (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 [  ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2002: 1,829,525

==================================================================================

---

PART I.

ITEM 1. Financial Statements

Board of Directors
FirstBingo.Com
Toronto, Ontario
CANADA

ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheet of FirstBingo.Com, a development stage enterprise, as of March 31, 2002 and the related statements of operations, stockholders' equity, and cash flows for the three months ended March 31, 2002 and 2001, and for the period from March 30, 1990 (inception) through March 31, 2002.  All information included in these financial statements is the representation of the management of FirstBingo.Com.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

The financial statements for the year ended December 31, 2001 were audited by us and we expressed an unqualified opinion on it in our report dated March 22, 2002.  We have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has been in the development stage since its inception on March 30, 1990, has little revenues, has limited resources and a large accumulated deficit.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans are also discussed in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
May 3, 2002

F-1

- 2 -

---



|FIRSTBINGO.COM
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
|-----------------------------------------------------------
|                                                           
|ASSETS                                                     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY                       
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           

See accompanying noes and accountant's review report.

F-2

- 3 -

---



|FIRSTBINGO.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
|---------------------------------------------------------------------
|
|
|                                                                     
|
|
|
|2002
(Unaudited)                                                     
|
|                                                                     
|REVENUES                                                             
|COST OF REVENUES                                                     
|GROSS PROFIT                                                         
|EXPENSES                                                             
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|LOSS FROM OPERATIONS                                                 
|                                                                     
|OTHER INCOME AND (EXPENSES)                                          
|                                                                     
|                                                                     
|                                                                     
|LOSS BEFORE INCOME TAXES                                             
|INCOME TAXES                                                         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     

See accompanying noes and accountant's review report.

F-3

- 4 -

---

|FIRSTBINGO.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY                  
|------------------------------------------------------------------------------------------------
|                                                                                                
|Number
of Shares                                                                                
|Initial issuance of common stock in April 1990 for cash                                         
|Cumulative loss for the years ended December 31, 1990 through December 31, 1996                 
|Balance, December 31, 1996                                                                      
|Loss for year ending, December 31, 1997                                                         
|Balance, December 31, 1997                                                                      
|Loss for year ending, December 31, 1998                                                         
|Balance, December 31, 1998                                                                      
|Loss for year ending December 31, 1999                                                          
|Balance, December 31, 1999                                                                      
|Issuance of common stock for services at an average of $53.23 per share                         
|Options issued for consulting fees                                                              
|Issuance of common stock for acquisition of Lucky Port Limited at an average of $12.50 per share
|Loss for year ending December 31, 2000                                                          
|Balance, December 31, 2000                                                                      
|Options granted for consulting fees                                                             
|Options expired at December 31, 2001                                                            
|Issuance of common stock for services at an average of $7.50 per share                          
|Loss for the year ending December 31, 2001                                                      
|Balance, December 31, 2001                                                                      
|Issuance of common stock for services at $1.00 per share                                        
|Issuance of common for interest and  debt at a price of $1.00 per share                         
|Loss for the three months ending March 31, 2002 (unaudited)                                     
|Balance, March 31, 2002 (unaudited)                                                             

See accompanying notes and accountant's review report.

F-4

- 5 -

---

|FIRSTBINGO.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
|---------------------------------------------------------------------
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|CASH FLOWS FROM INVESTING ACTIVITIES:                                
|                                                                     
|                                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:                                
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Net increase (decrease)  in cash                                     
|                                                                     
|Cash, beginning of period                                            
|                                                                     
|Cash, end of period                                                  
|                                                                     
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                  
|                                                                     
|                                                                     
|                                                                     
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     

See accompanying notes and accountant's review report.

F-5

- 6 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

FirstBingo.com, formerly Vista Medical Terrace, Inc. (hereinafter "the Company"), was incorporated in March 1990 under the laws of the State of Nevada for any lawful business.  The name change to FirstBingo.com was effective on May 25, 1999 to reflect the Company's change in primary focus to the offering of interactive online Internet entertainment and game playing.  As part of the acquisition of software in 1999, the Company acquired a non-operating wholly owned subsidiary, Lucky Port Limited, a British Virgin Islands corporation.  See Note 4.

The Company is in the development stage and as of March 31, 2002 had not realized any significant revenues from its planned operations.  The Company's year-end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of FirstBingo.com is presented to assist in understanding the Company's financial statements.  The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Development Stage ActivitiesThe Company has been in the development stage since its formation on March 30, 1990.  It is primarily engaged in internet entertainment and the business of gaming.  During 2001, the Company received an initial payment on its licensing agreement, but this was not substantial for the recognition of operating status.  (See Note 7).

Going ConcernThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company incurred a net loss of $360,992 for the three months ended March 31, 2002 and has a large accumulated deficit.  The Company is currently putting technology in place that will, if successful, mitigate these factors that raise substantial doubt about the Company's ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Management intends to seek new capital from new equity securities issuances that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

F-6

- 7 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Interim Financial StatementsThe interim financial statements as of and for the period ended March 31, 2002, included herein, have been prepared for the Company without audit.  They reflect all adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for these periods.  All such adjustments are normal recurring adjustments.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full fiscal year.

Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiary.  All significant inter-company transactions and balances have been eliminated in consolidation.  At this time, the financial statements and the notes thereto, are not considered consolidated since the Company's only subsidiary is non-operating and dormant, containing no material assets or liabilities.

Accounting MethodThe Company uses the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Basic and Diluted Loss Per ShareNet loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Basic and diluted loss per share were the same, as inclusion of common stock equivalents would be anti-dilutive.

Cash and Cash EquivalentsFor purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Provision for TaxesIncome taxes are provided based upon the liability method of accounting pursuant to SFAS No. 109 "Accounting for Income Taxes."  Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

At March 31, 2002, the Company had net deferred tax assets of approximately $200,000 principally arising from net operating loss carryforwards for income tax purposes.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at March 31, 2002.

F-7

- 8 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Provision for Taxes (continued)
At March 31, 2002, the Company has net operating loss carryforwards of approximately $1,000,000, which expire in the years 2020 through 2022.  The Company recognized approximately $200,000 and $41,600 of losses for the issuance of common stock for services in 2002 and 2001, respectively, which were not deductible for tax purposes and are not included in the above calculation of deferred tax assets.

Use of EstimatesThe process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

Impaired Asset PolicyIn October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).  SFAS 144 replaces SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This new standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations.  Statement 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.  This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged.  The Company adopted SFAS 144 and does not believe that the adoption will have a material impact on the financial statements of the Company at March 31, 2002.

Derivative InstrumentsThe Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", which is effective for the Company as of January 1, 2001.  This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

F-8

- 9 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments (continued)Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

At March 31, 2002, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Accounting PronouncementsIn October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143).  SFAS No. 143 establishes guidelines related to the retirement of tangible long-lived assets of the Company and the associated retirement costs.  This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived assets.  This statement is effective for financial statements issued for the fiscal years beginning after June 15, 2002 and with earlier application encouraged.  The Company adopted SFAS No. 143 and does not believe that the adoption will have a material impact on the financial statements of the Company at March 31, 2002.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 provides for the elimination of the pooling-of-interests method of accounting for business combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142 prohibits the amortization of goodwill and other intangible assets with indefinite lives and requires periodic reassessment of the underlying value of such assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. An early adoption provision exists for companies with fiscal years beginning after March 15, 2001. On December 31 2001, the Company adopted SFAS No. 142. The Company does not have assets with indeterminate lives, therefore application of SFAS No. 142 had no effect in the Company's financial statements.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities."  This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities and also provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings.  SFAS No. 140 is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000, and is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001.  The Company

F-9

- 10 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements (continued)believes that the adoption of this standard will not have a material effect on the Company's results of operations or financial position.

NOTE 3 - INTANGIBLE ASSETS

The Company has capitalized $205,841, which is the contractual cost of the website and software license purchased from an independent supplier, and $1,500,000, which is the value of the shares exchanged for software.  (See Note 4).  No portion of this software----acquired during the year ended December 31, 2000---was internally developed and, accordingly, there are no internal costs associated with this software which were charged to research and development.  Consistent with SOP 98-1, the costs of this software---which was purchased solely for internal use and will not be marketed externally---have been capitalized and will be amortized over five years.  During the three months ended March 31, 2002, the Company put this software into service and the amortization expense for the three months ended March 31, 2002 was $85,292

NOTE 4 - COMMON STOCK

Upon incorporation, the Company issued 419,520 shares of common stock for $2,500.  During the years ending December 31, 1990 through December 31, 1996, the Company was dormant and had minimal activity, resulting in a combined loss of $3,200.  There were no additional stock transactions during this period.  In 1997, the Company's board of directors authorized a 92-for-1 forward stock split, which increased the number of issued and outstanding shares to 5,244,000.  In 1999, the Company authorized a 2-for-1 forward split, which increased the number of issued and outstanding shares to 10,488,000.   All financial statement information herein has been changed to reflect these stock splits.  These stock splits resulted in the Company incurring negative additional paid-in capital, which is reflected in the financial statements for the year ended December 31, 1999.  During 2000, the Company issued 6,100,000 shares for services which were valued at the fair market value at the date of grant of the shares.  Under a 1999 agreement, the Company acquired Lucky Port Ltd, a British Virgin Islands corporation, whose sole asset was computer software.  This agreement required the Company to issue 6,000,000 shares of its common stock.  This stock was issued during the year ended December 31, 2000.  Valuation of these shares was determined based upon values at the original signing date of the agreement.  The value of the shares issued in 2000 was sufficient to eliminate the negative additional paid-in capital.

F-10

- 11 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 4 - COMMON STOCK (continued)

During the year ended December 31, 2001, the Company issued 175,000 shares for services which were valued at the fair market value at the date of grant of the shares.  On December 31, 2001, the Company's board of directors authorized a 1-for-25 reverse stock split of the Company's $0.001 par value common stock. All references in the accompanying financial statements and notes, to the number of common shares and per share amounts, have been restated to reflect the reverse stock split.

During the three months ended March 31, 2002, the Company issued 200,000 shares to two of its directors for services which were valued at $1.00 per share, the fair market value at the date of issue.  In addition the Company issued 719,094 shares of stock in lieu of a note payable to a related party. (See Note 5.)

NOTE 5 - RELATED PARTY TRANSACTIONS

Certain consultants who received common stock options under the Company's non-qualified stock option plan are the Company's directors and stockholders.  The Company also received uncollateralized advances from a related party to pay certain expenses.  These advances bear no interest and are reflected in the financial statements as advances from shareholder.

The Company received funds from a related party in the form of an unsecured loan.  This credit facility is a drawdown loan, with a maximum loan limit of $750,000.  Interest is payable at 12% per annum, based upon the principal outstanding, and is due when the loan is called.  In January, 2002 the balance of the note was converted into 719,094 shares of stock, the approximate value of the note and the accrued interest at December 31, 2001.  The shares were issued at a price of $1.00 per share.  As of March 31, 2002, the Company has received an additional $94,061 from this related party and interest of $1,604 has been accrued and expensed.

NOTE 6-STOCK OPTIONS

During the year ended December 31, 2000, the board of directors granted options to acquire 1,000,000 common stock shares for prices ranging from  $7.00 to $13.00 per share to consultants for marketing and public relations services.  These options were effected by the reverse stock split, resulting in 40,000 options for prices ranging from $175.00 to $325.00 per share.

F-11

- 12 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 6---STOCK OPTIONS (continued)

The fair value of each option granted was estimated on the grant date using the Black-Scholes Option Price Calculation.  The following assumptions were made to estimate fair value:  the risk-free interest rate is 5%, volatility is 30 percent, and the expected life of the options is one year.  Accordingly, $15,000 was recorded in the accompanying financial statements.  During the year ended December 31, 2001, these options expired.

During the year ended December 31, 2001, the board of directors granted options to acquire 12,400 shares of stock, including 400 shares that were granted in lieu of the forfeiting of 20,000 options granted in 2000 for prices ranging from $12.50 to $75.00 per share to officers and directors of the company for their services.

The fair value of each option granted was estimated on the grant date using the Black-Scholes Option Price Calculation.  The following assumptions were made to estimate fair value:  the risk-free interest rate is 5%, volatility is 166 percent, and the expected life of the options is one year.  Accordingly, $41,600 was recorded in the accompanying financial statements.

The following is a summary of stock option activity:



| |  | Number
of
Shares |  | Weighted
Average
Exercise
Price
| |  | ---------------- |  | -------------------------------



|Outstanding at January 1, 2001           |  | 40,000   | $ | 250.00
|---------------------------------------- |  | -------- | - | ------
|Granted                                  |  | 12,400   |   | 60.89 
|Exercised                                |  | -        |   | -     
|Forfeited                                |  | (44,400) |   | 232.09
|Outstanding at December 31, 2000         |  | 8,000    | $ | 60.89 
|Options Exercisable at December 31, 2001 |  | 8,000    | $ | 60.89 



|Outstanding at January 1, 2002                                   |  | 8,000 | $ | 60.89
|---------------------------------------------------------------- |  | ----- | - | -----
|Granted                                                          |  | -     |   | -    
|Exercised                                                        |  | -     |   | -    
|Forfeited                                                        |  | -     |   | -    
|Outstanding at March 31, 2002                                    |  | 8,000 | $ | 60.89
|Options Exercisable at March 31, 2002                            |  | 8,000 | $ | 60.89
|                                                                 |  |       |   |      
|Fair Market Value Per Share of Options Granted at March 31, 2002 |  |       | $ | 0.00 

F-12

- 13 -

---

FIRSTBINGO.COM
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002

NOTE 7 - LICENSE AGREEMENT

On April 3, 2001, the Company entered into a licensing agreement with Tesauro S.A. ("Tesauro"), a corporation located in Spain, for the use in producing and distributing the Trivia Bingo Game in a television game show format.

Upon execution of the agreement, Tesauro agreed to pay to the Company a non-refundable fee of $10,000, plus any taxes eligible.  A payment of $1,200 was due upon execution of the agreement, and thereafter eleven monthly payments of $800 are payable on the first day of each month.

Additional terms for the agreement include provisions for royalties to be paid to the Company in the event of the television show being broadcast.  The royalty schedule includes a 20% increase in each of the four years that are bound to under this agreement.

Should the agreement be terminated, Tesauro is still obligated to pay the remainder of the $10,000 fee, regardless of when the agreement is terminated.  As of March 31, 2002, the Company has received the entire $10,000 fee.











F-13

- 14 -

---

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Company has inadequate cash to maintain operations during the next twelve months.  In order to meet its cash requirements the Company will have to raise additional capital through the sale of securities or loans.

The Company has filed a Form SB-2 registration statement and is seeking to raise up to $11,641,699.10 through the sale of common stock.

As of the date hereof, the Company has not made sales of additional securities and there is no assurance that it will be able to raise additional capital through the sale of securities in the future.  Further, the Company has not initiated any negotiations for loans to the Company and there is no assurance that the Company will be able to raise additional capital in the future through loans.  In the event that the Company is unable to raise additional capital, it may have to suspend or cease operations.

The Company does not intend to conduct any research or development of its services during the next twelve months other than as described herein.  See "Business."

The Company does not intend to purchase a plant or significant equipment.

The Company will hire employees on an as needed basis, however, the Company does not expect to hire a significant  number of employees until the Company begins to generate revenues.

The Company expects to earn revenues in the second quarter of 2001.  There is no assurance, however, that the Company will earn said revenues as planned.







- 15 -

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 17th day of May, 2002

| | FIRSTBINGO. COM (Registrant)
| | ----------------------------
|
| | By:                         
|

















- 16 -

---