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

FORM 10-QSB

|[X]   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|----- | ---------------------------------------------------------------------------------
|      | For the quarterly period ended September 30, 2003                                
|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|      | For the transition period from _____________ to ___________                      

Commission file number 000-31289

FIRSTBINGO.COM(Exact name of small business issuer as specified in its charter)



|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

Certified Public Accountants & Business Consultants
Bank of America Financial Center - 601 W. Riverside, Suite 1940 - Spokane, WA   99201-0611509-838-5111 Fax: 509-838-5114 E-mail: wwpcpas@williams-webster.com

Board of Directors
FirstBingo.com
Toronto, Ontario
CANADA

INDEPENDENT ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheet of FirstBingo.com, a development stage enterprise, as of September 30, 2003 and the related statements of operations, stockholders' equity (deficit), and cash flows for the three and nine months ended September 30, 2003 and 2002, and for the period from March 30, 1990 (inception) through September 30, 2003.  All information included in these financial statements is the representation of the management of FirstBingo.com.

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

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

The financial statements for the year ended December 31, 2002 were audited by us and we expressed an unqualified opinion on them in our report dated April 8, 2003.  We have not performed any auditing procedures since that date.

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

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
October 31, 2003

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|FIRSTBINGO.COM                                
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|(A DEVELOPMENT STAGE ENTERPRISE)              
|BALANCE SHEETS                                
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|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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See accompanying notes and accountant's review report.

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|FIRSTBINGO.COM                  
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|(A DEVELOPMENT STAGE ENTERPRISE)
|STATEMENTS OF OPERATIONS        
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|REVENUES                        
|COST OF REVENUES                
|GROSS PROFIT                    
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|EXPENSES                        
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|LOSS FROM OPERATIONS            
|OTHER INCOME  (EXPENSES)        
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|LOSS BEFORE INCOME TAXES        
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|INCOME TAXES                    
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|NET LOSS                        
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See accompanying notes and accountant's review report.

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|FIRSTBINGO.COM                                          
|--------------------------------------------------------
|(A DEVELOPMENT STAGE ENTERPRISE)                        
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)             
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|Initial issuance of common stock in                     
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|Cumulative net loss for the years ended                 
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|Balance, December 31, 1996                              
|Net loss for year ending, December 31, 1997             
|Balance, December 31, 1997                              
|Net loss for year ending, December 31, 1998             
|Balance, December 31, 1998                              
|Net loss for year ending December 31, 1999              
|Balance, December 31, 1999                              
|Issuance of common stock for services at an             
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|Options issued for consulting fees                      
|Issuance of common stock for acquisition of             
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|Net loss for year ending December 31, 2000              
|Balance, December 31, 2000                              
|Options granted for consulting fees                     
|Expiration of stock options                             
|Issuance of common stock for services at an             
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|Net loss for the year ending December 31, 2001          
|Balance, December 31, 2001                              
|Issuance of common stock for services at $0.25 per share
|Issuance of common stock for accrued interest and       
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|Issuance of common stock for services                   
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|Issuance of common stock for services                   
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|Expiration of stock options                             
|Net loss for the year ending December 31, 2002          
|Balance, December 31, 2002                              
|Stock issued for convertible debt and accrued interest  
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|Stock issued for purchase of assets at $0.01 per share  
|Net loss for the nine months ending                     
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|Balance, September 30, 2003 (unaudited)                 





See accompanying notes and accountant's review report.

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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 notes and accountant's review report.

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FIRSTBINGO.COM

NOTE 1  -  ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The Company is in the development stage and as of September 30, 2003 had not realized any significant revenues from its planned operations.  The Company's year-end is December 31.

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Development Stage Activities
The Company has been in the development stage since its formation on March 30, 1990.  It is primarily engaged in internet entertainment and the business of gaming.  During 2001, the Company received an initial payment on its licensing agreement, but this was not sufficient for recognition as an operating company.  (See Note 8.)

Interim Financial StatementsThe interim financial statements for the periods ended September 30, 2003 and 2003, included herein have not been audited, at the request of the Company.  They reflect all adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for the period.  All such adjustments are normal recurring adjustments.  The results of operations for the period presented is not necessarily indicative of the results to be expected for the full fiscal year.

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

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FIRSTBINGO.COM

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern (Continued)As shown in the accompanying financial statements, the Company incurred a net loss of $387,908 for the nine months ended September 30, 2003.  In addition, the Company has limited resources, negative working capital, and a large accumulated deficit.  The future of the Company is dependent upon future profitable operations from the commercial success or licensing of its trivia bingo in the form of the final production of an internet game, television game show and or stand alone video game.  The Company is currently putting technology in place which will, if successful, mitigate these factors that raise substantial doubt about the Company's ability to continue as a going concern.  For the twelve-month period subsequent to September 30, 2003, the Company anticipates that its minimum cash requirements to continue as a going concern will be less than $500,000.  The anticipated source of funds is the issuance for cash of additional equity instruments.  In addition, management is actively seeking outside parties for the licensing of its trivia bingo game.  The financial statements do not include any recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  Management has established plans to seek additional capital from new equity securities issuances that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

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

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

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

Cash and Cash Equivalents
For purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

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FIRSTBINGO.COM

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments
The Company's financial instruments as defined by SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, accounts payable and accrued expenses and short-term borrowings.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2003 and 2002.

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

At September 30, 2003, the Company had net deferred tax assets of approximately $1,070,000 principally arising from net operating loss carryforwards for income tax purposes calculated at an expected rate of 34%.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at September 30, 2003.  The significant components of the deferred tax asset at September 30, 2003 and December 31, 2002  were as follows:



|                                       |   | September 30, 2003 |   | December 31, 2002
|-------------------------------------- | - | ------------------ | - | -----------------
|Net operating loss carryforward        | $ | 3,100,000          | $ | 2,900,000        
|Stock issued for services              |   |                    |   | 13,400,000       
|                                       |   |                    |   |                  
|Deferred tax asset                     |   | 1,070,000          |   | 980,000          
|Deferred tax asset valuation allowance |   | (1,070,000)        |   | (980,000)        
|Net Deferred Tax                       | $ | -                  | $ | -                

At September 30, 2003, the Company has net operating loss carryforwards of approximately $3,150,000, which expire in the years 2020 through 2023.  This includes $200,000 of losses for stock issued in 2002 for director's salaries which had been previously classified as nondeductible service payments and in prior periods the Company recognized approximately $13,200,000 of losses from the issuance of common stock for services which were not deductible for tax purposes and are not included in the above calculation of deferred tax assets.  The change in the allowance account from December 31, 2002 to September 30, 2003 was and increase of $90,000.

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FIRSTBINGO.COM

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Impaired Asset PolicyIn October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144").  SFAS No. 144 replaces Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations.  SFAS No. 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.  This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged.  During the year ended December 31, 2002, the Company determined that its software was impaired and accordingly recognized an impairment loss.  During the nine months ended September 30, 2003, the Company determined no further impairment of assets had occurred.  See Note 3.

Derivative InstrumentsThe Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 133"), as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities  -  Deferral of the Effective Date of FASB No. 133", SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", and SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

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

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FIRSTBINGO.COM

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation  -  Transition and Disclosure" (hereinafter "SFAS No. 148").  SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  In addition, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  The provisions of the statement are effective for financial statements for fiscal years ending after December 15, 2002.  The Company currently reports stock issued to employees under the rules of SFAS No. 123.  Accordingly, there is no change is disclosure requirements due to SFAS No. 148.

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FIRSTBINGO.COM

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 44, 4 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" (hereinafter "SFAS No. 145"), which updates, clarifies and simplifies existing accounting pronouncements.  FASB No. 4, which required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related tax effect was rescinded.  As a result, FASB No. 64, which amended FASB No. 4, was rescinded, as it was no longer necessary.  FASB No. 44, "Accounting for Intangible Assets of Motor Carriers", established the accounting requirements for the effects of transition to the provisions of the Motor Carrier Act of 1980.  Since the transition has been completed, FASB No. 44 is no longer necessary and has been rescinded.  SFAS No. 145 amended FASB No. 13 to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions.  The Company adopted SFAS No. 145 which had no effect on the financial statements of the Company at September 30, 2003.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144").  SFAS No. 144 replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations.  SFAS No. 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.  This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged.  The Company adopted SFAS No. 144 which did not impact the financial statements of the Company at September 30, 2003.

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FIRSTBINGO.COM

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

NOTE 3  -  INTANGIBLE ASSETS

In past years, the Company capitalized $205,841, which is the contractual cost of the website and software license purchased from an independent supplier, and $1,500,000, which is the value of software acquired in exchange for stock.  (See Note 4.)  No portion of this software - acquired during the year ended December 31, 2000 - was internally developed and, accordingly, there were no internal costs associated with this software which were charged to research and development.  Consistent with SOP 98-1, the costs of the website and related software license - which was purchased solely for internal use and will not be marketed externally - have been capitalized and are being amortized over 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 as described in Note 1.  The analysis performed by the Company included a review by management of the direction the Company would be taking in the future.  This analysis determined that the software which was placed in service in 2001 and was being amortized by the Company was no longer being used in the Company's operations.  Therefore, the software was deemed to be fully impaired and the impairment was charged to operations, resulting in a loss on impaired assets of $1,275,000.

During the nine months ended September 30, 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 went through a 1 for 25 stock split and then a 3 for 1 stock dividend (See Notes 4 and 10) and became 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.  Therefore, the value of the stock issued to the related party is considered FirstBingo.com's basis in the software, or $138,000.  This software will be amortized over its estimated useful life of three years.

During the nine months ended September 30, 2003, the Company's amortization expense attributable to the remaining unimpaired website and software license was $42,376.

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FIRSTBINGO.COM

NOTE 4  -  COMMON STOCK

Upon incorporation, the Company issued 1,678,080 shares of common stock for $2,500.  During the years ending December 31, 1990 through December 31, 1996, the Company was dormant and had minimal activity, resulting in a combined net loss of $3,200.  There were no additional stock transactions during this period.  In 1997, the Company's board of directors authorized a 92-for-1 forward stock split, which increased the number of issued and outstanding shares to 5,244,000.  In 1999, the Company authorized a 2-for-1 forward split, which increased the number of issued and outstanding shares to 10,488,000.  All financial statement information herein has been changed to reflect these stock splits.  These shares were further adjusted by a reverse stock split in 2001 and a stock dividend that was treated as a forward stock split.

During 2000, the Company issued 976,000 shares for services which were valued at the fair market value of the shares at the date of issuance.  Under a 1999 agreement, the Company acquired Lucky Port Ltd, a British Virgin Islands corporation, whose sole asset was computer software.  This agreement required the Company to issue 960,000 shares of its common stock.  This stock was issued during the year ended December 31, 2000.  Valuation of these shares was determined based upon the value of the shares at the original signing date of the agreement.

During the year ended December 31, 2001, the Company issued 28,044 shares for services which were valued at the fair market value of the shares at the dates granted.  On December 31, 2001, the Company's board of directors authorized a 1-for-25 reverse stock split of the Company's $0.001 par value common stock. All references in the accompanying financial statements and notes to the number of common shares and per share amounts, have been restated to reflect all changes in the Company's capital stock, including stock splits and reverse stock splits.  See Note 10.

During the year ended December 31, 2002, the Company issued 800,000 shares to two of its directors for salaries and bonuses which were valued at $0.25 per share, the fair market value of the shares at the date of issue.  In addition, the Company issued 2,876,376 shares of stock in satisfaction of a note payable to a related party. See Note 5.

Also during the year ended December 31, 2002 the Company issued a total of 280,000 shares of stock to two outside parties for technical services on the Company's website and online Trivia BingoJ game.  140,000 shares were valued at $0.50 per share and 140,000 shares were issued at $0.63 per share, the fair market value of the shares on the dates the contracts were signed.

In February 2003, the Company issued 230,000 shares of common stock for convertible debentures and accrued interest totaling $36,783.  See Note 6.

In July 2003, the Company issued 24,000,000 shares of common stock for the purchase of software and patents totaling $138,000.  See Note 3.

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FIRSTBINGO.COM

NOTE 4  -  COMMON STOCK (Continued)

The Company records all noncash stock transactions at the fair market value of the shares on the dates the shares are granted with the exception of the stock issued pursuant to the software acquisition disclosed in Note 3.  These fair market value for all transations excluding those with related parties is derived from the market activity of the stock on the date of the transactions.  The market activity is exclusively unrelated third party activity.

NOTE 5  -  RELATED PARTY TRANSACTIONS

Certain consultants who received common stock options under the Company's non-qualified stock option plan are the Company's directors and stockholders.  The Company also received uncollateralized advances from a related party to pay certain expenses.  These advances bear no interest and are reflected in the financial statements as advances from shareholder.  All options granted expired effective December 31, 2002.

The Company has received a total of $713,617 in cash funds from a related party in the form of an unsecured loan.  This credit facility is a drawdown loan, with a maximum loan limit of $750,000.  Interest is payable at 12% per annum, based upon the principal outstanding, and is due when the loan is called.  In January 2002, the balance of the note was converted into 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, the fair market value of the shares on the date the shares were granted.  As of September 30, 2003, the Company has received an additional $99,251 from this related party, and interest of $19,380 has been accrued and expensed.

The Company's president has from time to time paid various expenses on behalf of the Company that the Company plans to reimburse at such time as it is able.  These expenses total approximately $53,372 at September 30, 2003 and are included in "accounts payable  -  related party" in the accompanying financial statements.

During the nine months ended September 30, 2003 the Company's president loaned $72,000 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.  As of September 30, 2003, interest of $2,160 has been accrued and expensed.

In addition, the Company rents office space from its chief executive officer on a month-to-month basis for $1,000 CDN (approximately $750 U.S.) plus miscellaneous expenses.  The Company also owes this officer's legal firm approximately $1,000 in consulting and legal fees which is included under the same heading in the accompanying financial statements.

For other related party transactions see Note 3.

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NOTE 6  -  CONVERTIBLE DEBT

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

This debt is convertible into shares of Company common stock at a conversion price equal to $1.00 CDN ($0.75 U.S.) per share.  The Company offered the convertible subordinated debt pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated under the Securities Act.  In February 2003, the Company converted this debt into 230,000 shares of common stock.  See Note 4.

On March 27, 2003, the Company sold in a private placement to accredited investors a three-month convertible pay-in-kind note due June 27, 2003, in the principal amount of $38,000 in cash.  The convertible note bears interest at the rate of 15% and is payable at the due date of the loan in cash or common stock.  This debt is convertible into shares of Company common stock at a conversion price equal to $0.25 CDN ($0.16 USD) per share.  The Company offered the convertible subordinated debt pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated under the Securities Act.

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

NOTE 7 - STOCK OPTIONS

During the year ended December 31, 2000, the Company's board of directors granted options to acquire 1,000,000 common stock shares for prices ranging from $7.00 to $13.00 per share to consultants for marketing and public relations services.  After the reverse stock split in 2001, there were 40,000 options outstanding to acquire 40,000 common stock shares with prices ranging from $175.00 to $325.00 per share.

The fair value of each option granted was estimated on the grant date using the Black-Scholes Option Price Calculation.  The following assumptions were made to estimate fair value:  the risk-free interest rate is 5%, volatility is 30 percent, and the expected life of the options is one year.  Accordingly, $15,000 was recorded in the accompanying financial statements in the year ended December 31, 2000.  During the year ended December 31, 2001, these options expired.

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NOTE 7 - STOCK OPTIONS (Continued)

During the year ended December 31, 2001, the board of directors granted options to acquire 12,400 shares of stock for prices ranging from $12.50 to $75.00 per share to officers and directors of the Company for their services.  Included in the options granted were 400 options that were granted in recognition of the forfeiture of 20,000 options originally granted in 2000 (before a reverse stock split in 2001).

The fair value of each option granted was estimated on the grant date using the Black-Scholes Option Price Calculation.  The following assumptions were made to estimate fair value:  the risk-free interest rate is 5%, volatility is 166 percent, and the expected life of the options is one year.  Accordingly, $41,600 was recorded in the financial statements in 2001.

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

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

NOTE 8  -  LICENSE AGREEMENT

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

Upon execution of the agreement, Tesauro agreed to pay to the Company a non-refundable fee of $10,000, plus any taxes eligible.  A payment of $1,200 was due upon execution of the agreement, and thereafter eleven monthly payments of $800 are payable on the first day of each month.  As of June 30, 2003 the Company has received the entire fee.  Tesauro overpaid its license by $2,400 which is included in the accompanying financial statements under "Commitments and Contingencies."

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

NOTE 9  -  COMMITMENTS AND CONTINGENCIES

For the year ended December 31, 2003, the Company has agreed to pay two of its officers salaries of $250,000 and $100,000 for their services to the Company.  At September 30, 2003 the Company has accrued $262,500 in salaries payable to the officers which is included in accrued salaries in the financial statements.

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NOTE 10  -  SUBSEQUENT EVENTS

On November 7, 2003 the Board of Directors declared a 3 for 1 common stock dividend for all shareholders of record November 14, 2003.  This dividend will be accounted for as a stock split for accounting purposes.  Per-share amounts in the accompanying financial statements have been restated for the stock dividend.























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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. These forward-looking statements are subject to certain risks and uncertainties that may cause actual results to differ materially from historical results or our predictions.

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

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

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

We are currently attempting to raise money through a public offering.  As of the date hereof we have not raised any money through our public offering and there is no assurance we will ever raise any money through our public offering in the future.

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

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

ITEM 3.       CONTROLS AND PROCEDURES

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







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

PART II - OTHER INFORMATION

ITEM 2.       CHANGES IN SECURITIES

(d)       On October 11, 2002 a Form SB-2 registration statement  (SEC file no. 333-86466) registering 3,000,000 shares of common stock for sale at an offering price of $2.65 per share for  an aggregate value of $7,950,000 was declared effective by the SEC.  No underwriter was involved in the offering.  We did not sell any shares pursuant to the foregoing registration statement.  On July 8, 2003 the offering period terminated without any shares being sold by us.

On August 25, 2003 we filed another Form SB-2 registration statement (SEC file no. 333-108188) with the SEC which was declared effective by the SEC on September 10, 2003 registering 3,000,000 shares of common stock for sale at an offering price of $2.65 per share for  an aggregate value of $7,950,000.  No underwriter is involved in this public offering and as of the date hereof we have not sold any shares of common stock pursuant to the registration statement.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K



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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 13th day of November, 2003.

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



















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