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

FORM 10-QSB



|[X]   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
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|FIRSTBINGO.COM                                                   
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|(Exact name of small business issuer as specified in its charter)



|NEVADA                                                         | 88-0256854                       
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|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



|488 Huron Street
Toronto, Ontario
Canada M5R 2R3
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|(Address of principal executive offices)        



|(416) 281 3335(Issuer's telephone number)
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|(Former name, former address and former fiscal year, if changed since last report)
|----------------------------------------------------------------------------------

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



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PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

Board of Directors
FirstBingo.com
Toronto, Ontario
CANADA



INDEPENDENT ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheet of FirstBingo.com, a development stage enterprise, as of June 30, 2003 and the related statements of operations, stockholders' equity (deficit), and cash flows for the six months ended June 30, 2003 and 2002, and for the period from March 30, 1990 (inception) through June 30, 2003.  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, 2002 were audited by us and we expressed an unqualified opinion on them in our report dated April 8, 2003.  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 has 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
July 25, 2003





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|FIRSTBINGO.COM                                
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|(A DEVELOPMENT STAGE ENTERPRISE)              
|BALANCE SHEETS                                
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|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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See accompanying notes and accountant's review report.
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|FIRSTBINGO.COM                  
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|(A DEVELOPMENT STAGE ENTERPRISE)
|STATEMENTS OF OPERATIONS        
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|REVENUES                        
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|COST OF REVENUES                
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|GROSS PROFIT                    
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|EXPENSES                        
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|LOSS FROM OPERATIONS            
|OTHER INCOME  (EXPENSES)        
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|LOSS BEFORE INCOME TAXES        
|INCOME TAXES                    
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|NET LOSS                        
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See accompanying notes and accountant's review report.
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|FIRSTBINGO.COM                                          
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|(A DEVELOPMENT STAGE ENTERPRISE)                        
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)             
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|Initial issuance of common stock in                     
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|Cumulative net loss for the years ended                 
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|Balance, December 31, 1996                              
|Net loss for year ending, December 31, 1997             
|Balance, December 31, 1997                              
|Net loss for year ending, December 31, 1998             
|Balance, December 31, 1998                              
|Net loss for year ending December 31, 1999              
|Balance, December 31, 1999                              
|Issuance of common stock for services at an             
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|Options issued for consulting fees                      
|Issuance of common stock for acquisition of             
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|Net loss for year ending December 31, 2000              
|Balance, December 31, 2000                              
|Options granted for consulting fees                     
|Expiration of stock options                             
|Issuance of common stock for services at an             
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|Net 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 stock for accrued interest and       
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|Issuance of common stock for services                   
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|Issuance of common stock for services                   
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|Expiration of stock options                             
|Net loss for the year ending December 31, 2002          
|Balance, December 31, 2002                              
|Stock issued for convertible debt and accrued interest  
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|Net loss for the six months ending                      
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|Balance, June 30, 2003 (unaudited)                      



See accompanying notes and accountant's review report.
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|FIRSTBINGO.COM                              
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|(A DEVELOPMENT STAGE ENTERPRISE)            
|STATEMENTS OF CASH FLOWS                    
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|CASH FLOWS FROM OPERATING ACTIVITIES:       
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|CASH FLOWS FROM INVESTING ACTIVITIES:       
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|CASH FLOWS FROM FINANCING ACTIVITIES:       
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|Net increase (decrease)  in cash            
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|SUPPLEMENTAL CASH FLOW DISCLOSURES:         
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|NON-CASH INVESTING AND FINANCING ACTIVITIES:
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See accompanying notes and accountant's review report.
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FIRSTBINGO.COM

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 June 30, 2003 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 Activities
The 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 sufficient for recognition as an operating company.  (See Note 8.)

Going Concern
The 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 $226,149 for the six months ended June 30, 2003.  In addition, the Company has limited resources, negative working capital, and a large accumulated deficit.  The future of the Company is dependent upon future profitable operations from the commercial success or licensing of its trivia bingo in the form of the final production of an internet game, television game show and or stand alone video game.  The Company is currently putting technology in place which will, if successful, mitigate these factors that raise substantial doubt about the Company's ability to continue as a going concern.  For the twelve-month period subsequent to June 30, 2003, the Company anticipates that its minimum cash requirements to continue as a going concern will be less than $500,000.  The anticipated source of funds is the issuance for cash of additional equity instruments.  In addition, management is actively seeking outside parties for the licensing of its trivia bingo game.  The financial statements do not include any recoverability



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FIRSTBINGO.COM

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern (Continued)
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 has established plans to seek additional capital from new equity securities issuances that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

Principles of Consolidation
The accompanying 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 Method
The 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 Share
Net 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 Equivalents
For purposes of its 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 Taxes
Income taxes are provided based upon the liability method of accounting pursuant to SFAS No. 109 "Accounting for Income Taxes" (hereinafter "SFAS No. 109").  Under this approach, deferred income taxes are recorded to reflect the tax consequences in 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 June 30, 2003, the Company had net deferred tax assets of approximately $1,000,000 principally arising from net operating loss carryforwards for income tax purposes, calculated at an expected tax rate of 34%.  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 June 30, 2003.



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FIRSTBINGO.COM

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Provision for Taxes (Continued)
At June 30, 2003, the Company has net operating loss carryforwards of approximately $3,000,000, which expire in the years 2020 through 2023.  This includes $200,000 of losses for stock issued in 2002 for directors' salaries which had been previously classified as nondeductible service payments.  In prior periods, the Company recognized approximately $13,400,000 of losses from the issuance of common stock for services which were not deductible for tax purposes and are not included in the above calculation of deferred tax assets.

Use of Estimates
The 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 Policy
In 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" (hereinafter "SFAS No. 144").  SFAS No. 144 replaces Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations.  SFAS No. 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.  During the year ended December 31, 2002, the Company determined that its software was impaired.  During the six months ended June 30, 2003, the Company determined no further impairment of assets had occurred.  See Note 3.

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 133"), as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133", SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", and SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require 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



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FIRSTBINGO.COM

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments (Continued)
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.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

At June 30, 2003, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Recent Accounting Pronouncements
In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (hereinafter "SFAS No. 150"). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company has determined that it has no financial instruments that would be affected by this pronouncement.

In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 149"). SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the financial position or results of operations of the Company.

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (hereinafter "SFAS No. 148").  SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition



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FIRSTBINGO.COM

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (Continued)
for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  In addition, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  The provisions of the statement are effective for financial statements for fiscal years ending after December 15, 2002.  The Company currently reports stock issued to employees under the rules of SFAS No. 123.  Accordingly there is no change is disclosure requirements due to SFAS No. 148.

In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (hereinafter "SFAS No. 146").  SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities.  SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract.  SFAS No. 146 was issued in June 2002 and is effective for activities after December 31, 2002.  There has been no impact on the Company's financial position or results of operations from adopting SFAS No. 146.

In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 44, 4 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" (hereinafter "SFAS No. 145"), which updates, clarifies and simplifies existing accounting pronouncements.  FASB No. 4, which required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related tax effect was rescinded.  As a result, FASB No. 64, which amended FASB No. 4, was rescinded, as it was no longer necessary.  FASB No. 44, "Accounting for Intangible Assets of Motor Carriers", established the accounting requirements for the effects of transition to the provisions of the Motor Carrier Act of 1980.  Since the transition has been completed, FASB No. 44 is no longer necessary and has been rescinded.  SFAS No. 145 amended FASB No. 13 to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions.  The Company adopted SFAS No. 145 which did not have a material effect on the financial statements of the Company at June 30, 2003.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144").  SFAS No. 144 replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."



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FIRSTBINGO.COM

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations.

SFAS No. 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 No. 144 which did not impact the financial statements of the Company at June 30, 2003.

Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation.  This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented.

NOTE 3 - INTANGIBLE ASSETS

In past years, the Company 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 software acquired in exchange for stock.  (See Note 4.)  No portion of this software - acquired during the year ended December 31, 2000 - was internally developed and, accordingly, there were no internal costs associated with this software which were charged to research and development.  Consistent with SOP 98-1, the costs of the website and related software license - which was purchased solely for internal use and will not be marketed externally - have been capitalized and are being amortized over five years.

During the year ended December 31, 2002, the Company determined that the majority of its software was substantially impaired due to the fact that it would no longer be used in any aspect of the Company's operations as described in Note 1.  The analysis performed by the Company included a review by management of the direction the Company would be taking in the future.  This analysis determined that the software which was placed in service in 2001 and was being amortized by the Company was no longer being used in the Company's operations.  Therefore, the software was deemed to be fully impaired and the impairment was charged to operations, resulting in a loss on impaired assets of $1,275,000.

During the six months ended June 30, 2003 the Company's amortization expense attributable to the remaining unimpaired website and software license was $20,584.



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FIRSTBINGO.COM

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 net 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 shares were further adjusted by a reverse stock split in 2001.

During 2000, the Company issued 244,000 shares for services which were valued at the fair market value of the shares at the date of issuance.  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 240,000 shares of its common stock.  This stock was issued during the year ended December 31, 2000.  Valuation of these shares was determined based upon the value of the shares at the original signing date of the agreement.

During the year ended December 31, 2001, the Company issued 7,011 shares for services which were valued at the fair market value of the shares at the dates granted.  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 all changes in the Company's capital stock, including stock splits and reverse stock splits.

During the year ended December 31, 2002, the Company issued 200,000 shares to two of its directors for salaries and bonuses which were valued at $1.00 per share, the fair market value of the shares at the date of issue.  In addition, the Company issued 719,094 shares of stock in satisfaction of a note payable to a related party. See Note 5.

Also during the year ended December 31, 2002 the Company issued a total of 70,000 shares of stock to two outside parties for technical services on the Company's website and online Trivia BingoTM game.  35,000 shares were valued at $2.00 per share and 35,000 shares were issued at $2.50 per share, the fair market value of the shares on the dates the contracts were signed.

In February 2003, the Company issued 57,500 shares of common stock for convertible debentures and accrued interest totaling $36,783.  See Note 6.

The Company records all noncash stock transactions at the fair market value of the shares on the dates the shares are granted.  This value is derived from the market activity of the stock on the date of the transactions.  The market activity is exclusively unrelated third party activity.



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FIRSTBINGO.COM

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.  All options granted expired effective December 31, 2002.

The Company has received a total of $713,617 in cash 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, which approximates the value of the note and accrued interest at December 31, 2001.  The shares were issued at a price of $1.00 per share, the fair market value of the shares on the date the shares were granted.  As of June 30, 2003, the Company has received an additional $99,251 from this related party, and interest of $16,402 has been accrued and expensed.

The Company's president has from time to time paid various expenses on behalf of the Company that the Company plans to reimburse at such time as it is able.  These expenses total approximately $35,538 at June 30, 2003 and are included in "accounts payable - related party" in the accompanying financial statements.

In addition, the Company rents office space from its chief executive officer on a month-to-month basis for $1,000 CDN (approximately $750 U.S.) plus miscellaneous expenses.  The Company has accrued rent since February 2002 in the amount of $12,353, which is included in "accounts payable - related party" in the accompanying financial statements.  The Company also owes this officer's legal firm approximately $1,000 in consulting and legal fees which is included under the same heading in the accompanying financial statements.

NOTE 6 - CONVERTIBLE DEBT

On July 2, 2002, the Company sold in a private placement to accredited investors a three-month convertible pay-in-kind note due October 2, 2002, in the principal amount of $31,985 in cash.  The convertible note bears interest at the rate of 15% and is payable at the due date of the loan in cash or common stock.

This debt is convertible into shares of Company common stock at a conversion price equal to $1.00 CDN ($0.75 U.S.) per share.  The Company offered the convertible subordinated debt pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated under the Securities Act.

In February 2003, the Company converted this debt into 57,500 shares of common stock.  See Note 4.



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FIRSTBINGO.COM

NOTE 6 - CONVERTIBLE DEBT (Continued)

On March 27, 2003, the Company sold in a private placement to accredited investors a  three-month convertible pay-in-kind note due June 27, 2003, in the principal amount of $38,000 in cash.  The convertible note bears interest at the rate of 15% and is payable at the due date of the loan in cash or common stock.

This debt is convertible into shares of Company common stock at a conversion price equal to $1.00 CDN ($0.65 USD) per share.  The Company offered the convertible subordinated debt pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated under the Securities Act.

At June 30, 2003 the convertible debenture is due and the Company and investor are considering the options for payment.  No additional interest or late payment penalties have been accrued or assessed.

NOTE 7 - STOCK OPTIONS

During the year ended December 31, 2000, the Company's 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.  After the reverse stock split in 2001, there were 40,000 options outstanding to acquire 40,000 common stock shares with prices ranging from $175.00 to $325.00 per share.

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 in the year ended December 31, 2000.  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 for prices ranging from $12.50 to $75.00 per share to officers and directors of the Company for their services.  Included in the options granted were 400 options that were granted in recognition of the forfeiture of 20,000 options originally granted in 2000 (before a reverse stock split in 2001).

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 financial statements in 2001.

During the year ended December 31, 2002, all stock options expired and no new options were granted.

During the six months ended June 30, 2003, the Company did not issue any additional options.



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FIRSTBINGO.COM

NOTE 8 - LICENSE AGREEMENT

On April 3, 2001, the Company entered into a licensing agreement with Tesauro S.A. ("Tesauro"), a corporation located in Spain, for 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.  As of June 30, 2003 the Company has received the entire fee.  Tesauro overpaid its license by $2,400 which is included in the accompanying financial statements under "Commitments and Contingencies."

Additional terms of the agreement include provisions for royalties to be paid to the Company in the event of the aforementioned television show being broadcast.  The underlying royalty payment schedule includes a 20% increase in each of the four years that are included under this agreement.  No royalties have been earned or received under this agreement.

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to the date of these financial statements, the Company purchased from a related party the software technology, intellectual property, and patents relating to the Trivia Bingo game.  The Company issued 6,000,000 shares of common stock for the purchase of the property.  The related party's basis in the software was $138,000.  Therefore, the value of the transferred assets are the same as the original cost basis to the related party, or $138,000.









F-15

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ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance and may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that may cause actual results to differ materially from historical results or our predictions.

We are a start-up stage company and have not yet generated or realized any revenues from our business operations. We have, however, received a license fee in the amount of $10,000 from Tesauro S.A. The fee was not generated from the operation of our website, but was a licensing fee paid by Tesauro to produce and distribute the Trivia Bingo Game in a television show format. The territory covered by the license is Spain. The term of the license is 3 years and is renewable for an additional 3-year period unless either party, upon 60 days written notice, decides not to renew.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operating and selling advertising space on our web site. Accordingly, we must raise funding from sources other than our operations.

Our only other source of funds at this time is investments by others in FirstBingo.com. We must raise capital to implement our project and stay in business.

In an effort to raise capital the Company filed an SB-2 Registration Statement pursuant to Section 8(a) of the Securities Act of 1993 that was declared effective 10/11/02 at 3:30 pm. The Company intents to re-file its SB-2 Registration Statement in August of 2003. The said Registration Statement will permit the Company to issue a maximum of 3,000,000 treasury shares at an issue price of $2.65. To date the Company has not sold any of these shares though efforts continue to be made in this regard. We cannot guaranty that we will be able to raise enough money through this offering to stay in business. The money that is raised will be applied to the development of our web site, marketing and working capital. If additional capital is required, we will attempt to raise additional capital through a subsequent private placement, public offering or through loans. If we do not raise all of the capital that is required from this offering, we will have to find alternative sources such as second public offering, a private placement of securities, or loans from our officers or others. Our officers and directors have indicated that they are unwilling to make any commitment to loan additional capital at this time, other than to pay fees connected with our filings with the SEC. Accordingly, our officers and directors under no legal obligation to make additional





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capital contributions to us in the future. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. Should we require additional funds and are unable to raise it we will either have to suspend operations until we do raise the funds, or cease operations entirely. If we raise the maximum amount of capital from this offering, it will last 24 months. If we raise less than the maximum amount, we do not believe the money will last 24 months. If we raise less than the maximum amount and further funds are required we will have to revert to obtaining additional funds as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete the development of our game due to lack of capital, we will cease operations until further funds are raised. Should we fail to raise further funds, we will cease operations.

We do not intend to hire additional employees at this time.

ITEM 3.   CONTROLS AND PROCEDURES

Thomas Sheppard, Principal Executive Officer and Principal Financial Officer of Richard Wachter, has established and is currently maintaining disclosure controls and procedures for our company. The disclosure controls and procedures have been designed to ensure that material information relating to our company is made known to them as soon as it is known by others within our company.

Our Principal Executive Officer and Principal Financial Officer conducts an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and have concluded, based on their evaluation within 90 days of the filing of this Report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation.









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PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits | Item Description                                                                                                                                               
|--- | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 31.1     | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|    | 31.2     | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|    | 32.1     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).              
|    | 32.2     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              

(b) Reports on Form 8-K

None

















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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 13th day of August, 2003.



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













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