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

FORM 10-QSB/A

|[X]   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES   
|----- | ---------------------------------------------------------------
|      | EXCHANGE ACT OF 1934                                           
|      | For the quarterly period ended MARCH 31, 2005                  
|OR    |                                                                
|      |                                                                
|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|      | For the transition period from                                 

Commission File Number: 000-31289

FIRSTBINGO.COM



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

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

(416) 281-3335(Issuer's telephone number)

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.

ITEM 1.     FINANCIAL STATEMENTS



|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 condensed notes to consolidated interim financial statements.
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|FIRSTBINGO.COM                  
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|(A DEVELOPMENT STAGE ENTERPRISE)
|STATEMENTS OF OPERATIONS        
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|REVENUES                        
|COST OF REVENUES                
|GROSS PROFIT                    
|EXPENSES                        
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|LOSS FROM OPERATIONS            
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|OTHER INCOME  (EXPENSES)        
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|LOSS BEFORE INCOME TAXES        
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|INCOME TAXES                    
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|NET LOSS                        
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See accompanying condensed notes to consolidated interim financial statements.
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|FIRSTBINGO.COM                              
|--------------------------------------------
|(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            
|Cash, beginning of period                   
|Cash, end of period                         
|SUPPLEMENTAL CASH FLOW DISCLOSURES:         
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|NON-CASH INVESTING AND FINANCING ACTIVITIES:
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See accompanying condensed notes to consolidated interim financial statements.
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|FIRSTBINGO.COM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|MARCH 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NOTE 1 - BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2004.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the three month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.                                                                                                                                                                                                                                                                             
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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|FIRSTBINGO.COM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|MARCH 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|As shown in the accompanying financial statements, the Company incurred a net loss of $136,941 for the three months ended March 31, 2005.  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 March 31, 2005, the Company anticipates that its minimum cash requirements to continue as a going concern will be less than $600,000.  The anticipated source of funds is the issuance for cash of additional equity instruments and revenues from the registration fees for online qualification for the television game show.  In addition, management is actively seeking additional outside parties for the licensing of its trivia bingo game.  The financial statements do not include any 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 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.
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|NOTE 3 - INTANGIBLE ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|In September 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" (hereinafter "SFAS No. 142").  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. On December 30, 2004, the Company adopted SFAS No. 142. Application of the nonamortization provision of SFAS No. 142 is expected to result in no change to the Company's results of operations, even though the Company acquired new nonamortizable intangible assets in the year ended December 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Goodwill represents the excess of the purchase price and related direct costs over the fair value of net assets acquired as of the date of the acquisition of WorldWide-Exclusive Ltd.  The Company periodically reviews its goodwill to assess recoverability based on projected undiscounted cash flows from operations.  Impairments are recognized in operating results when a permanent diminution in value occurs.  At March 31, 2005, no impairment of the Company's goodwill was deemed necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      





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|FIRSTBINGO.COM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|MARCH 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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 the estimated useful life of 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.  The impairment was charged to operations, resulting in a loss on impaired assets of $1,275,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|During the year ended December 31, 2003, the Company issued 24,000,000 shares of common stock to a related party to purchase software technology that is integral to the operations of the Company.  The software and patents were originally purchased by the related party for 600,000 shares of stock in FirstBingo.com that it had acquired in 2000 as payment for services.  These shares, after a 1 for 25 stock split and then a 3 for 1 stock dividend, ultimately became a total of 96,000 shares with a final adjusted price of $1.44 per share for a total cost of $138,000.  SAB No. 48 interprets that the historical cost of the common stock will be the cost of the non-monetary assets acquired by the Company.  Accordingly, the aforementioned value of the stock issued to the related party is considered FirstBingo.com's basis in the software, which is being amortized over its estimated useful life of three years.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|During the three months ended March 31, 2005 and 2004, the Company's amortization expense attributable to the remaining unimpaired website and software license was $21,792 for each period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|NOTE 4 - 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.  All options granted expired effective December 31, 2002.  The Company also received uncollateralized advances from a related party to pay certain expenses.  These unsecured advances bear no interest and are reflected in the financial statements as advances from shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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 2,876,376 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,                                                                                                                                                                                                                                                                                                                                                                                        

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|FIRSTBINGO.COM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|MARCH 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|the fair market value of the shares on the date the shares were granted.  As of March 31, 2005 and 2004, the Company has received an additional $99,250 from this related party, and interest of $37,244 and $25,335 has been accrued and expensed, respectively.  The balances are included in "notes payable - related party" and "accrued interest" in the accompanying financial statements.                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|This same entity in 2004 loan an additional $200,000 to the Company in the form of two unsecured loans.  Interest is payable at 12% per annum, commencing on March 28, 2005 and is due on demand when the loan is called.  Interest of $197 has been accrued and expensed for the three months ended March 31, 2005.  The balance is included in "notes payable - related party" in the accompanying financial statements.                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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.  During the three months ended March 31, 2005, the Company repaid $2,000 of the outstanding amount.  These expenses total approximately $75,783 and $70,810 at March 31, 2005 and 2004, respectively and are included in "accounts payable - related party" in the accompanying financial statements.                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|During the year ended December 31, 2003, the Company's president loaned $78,950 to the Company in the form of an unsecured loan.  Interest is payable at 12% per annum, based upon the principal outstanding, and is due when the loan is called.  During the year ended December 31, 2004, the president loaned an additional $9,787 under the same terms.  As of March 31, 2005 and 2004, interest of $17,558 and $6,909 has been accrued and expensed, respectively.The balances are included in "notes payable - related party" and "accrued interest" in the accompanying financial statements.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|In addition, the Company rented office space in 2003 from its chief executive officer on a month-to-month basis for $1,000 CDN (approximately $750 U.S.) plus miscellaneous expenses.  From January to September 2004, the rent was $500 CDN (approx $410 U.S.)  The Company also owes this officer's legal firm approximately $6,700 in 2003 for consulting and legal fees which is included in "accounts payable - related party" in the accompanying financial statements.                                                                                                                       
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 5 - LICENSE AGREEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Tesauro S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                                                                                                                                       





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|FIRSTBINGO.COM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|MARCH 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|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 December 31, 2003, the Company had 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.                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|BingoTV Net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|On July 15, 2004, the Company entered into a licensing agreement with the Bingo TVNet Corporation for the development of the Trivia BingoTM game in various arenas including the internet, interactive and standard television.  The terms of the agreement state that Bingo TVNet will produce or sub-license to produce a version of the Trivia BingoTM game show.  The producer will assume all costs of production of the show.  The Company will contribute 10% of its share of net revenues each month to a prize pool, from which the cash and other prizes will be paid.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|In addition, the terms of the licensing agreement provide that the Company will receive a 5% royalty from merchandise and a 40% share of net revenues from the various games.  The revenue share is to be calculated after the production cost (not to exceed $30,000) is deducted from net revenues.  The amount of the production cost is to be distributed to the producer.                                                                                                                                                                                                  
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NOTE 6 - COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|For the years ended December 31, 2005 and 2004, the Company has agreed to pay two of its officers annual salaries of $250,000 and $100,000 for their services to the Company.  At March 31, 2005, the Company has accrued $1,137,500 in salaries payable to the officers. This amount is included in accrued salaries in the financial statements.                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|WorldWide-Exclusive Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|On October 12, 2004, the Company purchased WorldWide-Exclusive Ltd., (hereinafter, "WorldWide"), a privately held Canadian company.  In consideration for all of the issued and outstanding common stock of WorldWide, the Company issued 30,000 shares of common stock with a fair market value of $6,900.  The value of the stock was determined by the closing price on October 12, 2004.                                                                                                                                                                                    



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|FIRSTBINGO.COM                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                                                                                                                                                                                                                                                        
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                    
|MARCH 31, 2005                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                        
|The acquisition of WorldWide was accounted for using the purchase method of accounting.  The purchase price was allocated to the tangible and intangible net assets acquired on the basis of management's evaluation of their respective fair values on the acquisition date as follows:
|                                                                                                                                                                                                                                                                                        
|The net purchase price of WorldWide was $6,900.  The Company assumed liabilities totaling $588.                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                        
|The purchase price of $6,900 is allocated as follows:                                                                                                                                                                                                                                   
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|Cash                                                                                                                                                                                                                                                                                    
|Accounts Payable                                                                                                                                                                                                                                                                        
|Goodwill                                                                                                                                                                                                                                                                                
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|Upon acquisition, WorldWide became a wholly owned subsidiary of FirstBingo.com.  The results of WorldWide's operations, commencing with the date of its acquisition, are included in the accompanying March 31, 2005 financial statements.                                              



















F-9

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ITEM 2.     MANAGEMENT'S 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, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could 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.

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 cash from sources other than our operations.

Our only other source for funds at this time is investments by others in FirstBingo.com. We must raise funds 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 10/19/04 at 11:30 AM. The said Registration Statement permits the Company to issue a maximum of 12,000,000 treasury shares at an issue price of $0.6625. 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 are under no legal obligation to make additional capital contributions to us in the future. 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.

The company is currently pursuing global opportunities which involve the licensing of it's convergence software throughout North America and Europe.

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



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With the anticipated completion of standard beta testing of the web-site FirstBingo.com licensed on June 09, 2004 our game show concept to Weststar TV Limited of Grand Cayman for Grand Cayman, Bermuda and the remainder of the Caribbean in which they operate.

On July 20, 2004 FirstBingo.com also licensed our concept to Bingo TV Net Corporation.  This agreement covers the territories of the United States of America, the U.S. Virgin Islands and Puerto Rico

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

ITEM 3.     CONTROLS AND PROCEDURES

(a)     Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)    Changes in Internal Control over Financial Reporting: There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

PART II.   OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K



|Exhibits | Item Description                                                                                                                                               
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                
|31.1     | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-15(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|         |                                                                                                                                                                
|31.2     | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-15(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 Financial 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 Executive Officer).              

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 24th day of August, 2005.



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



























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