FORM 10-KSB/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.   20549



|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended - December 31, 2003
|----- | ----------------------------------------------------------------------------------------------------------------------------------
|OR    |                                                                                                                                   
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934
For the transition period from          

Commission file number 000-31289

FirstBingo.com



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

488 Huron Street
Toronto, Ontario
Canada M5R 2R3
(416) 281-3335
(Address of principal executive offices, including zip code.)

(416) 281-3335 
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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 [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S_B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10_KSB or any amendment to this Form 10_KSB [   ]

State issuer's revenues for its most fiscal year December 31, 2003:  $-0-.







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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity. As of March 17, 2004, the value was $1,746,445.

State the number of shares outstanding of each of the issuer's classes of common equity, as of March 17, 2004: 31,828,500

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.

















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PART I

Item 1. Business

History

We were incorporated under the laws of the State of Nevada on March 30, 1990, as Vista Medical Terrace, Inc. to engage in the business of medical software.

On March 8, 1997, we forward split our shares of common stock on a 92 for 1 basis.

On May 26, 1999, we changed our name from Vista Medical Terrace to FirstBingo.com and changed our business to Internet Trivia and television Trivia Bingo.

Since then we have developed its website; developed its Trivia Bingo game; developed a CD Rom version of its Trivia Bingo game; and, tested our Trivia Bingo game.

On June 28, 1999, we forward split its shares of common stock on a 2 for 1 basis.

On December 31, 2001, we reverse split our shares on the basis of 1 for 25.

On November 14, 2003, we issued three additional shares of common stock for each one share outstanding as a stock dividend.

General

We have developed a game called "Trivia Bingo" and website to play Trivia Bingo.  Trivia Bingo is played over the Internet and is available to anyone with internet access.   We recently tested and are continuing to test Trivia Bingo on our website.  We have not generated any revenues and will not generate any revenues until the players pay to compete and we begin to sell advertising space on the Trivia Bingo internet cards to advertisers. We have not generated any revenues to  date.

Trivia Bingo

Trivia Bingo is divided into two divisions.  One division is an Internet Trivia Bingo game played on the Internet.  The other will be a television game show. The Internet game is operational, though not generating revenues.  The television game show is only conceptual.

The Internet Trivia Bingo allows registered users to compete for a variety of prize and cash.  Current prizes consist of clocks, mouse pads, CD cases, watches, stress balls and caps. We gave away one automobile as part of our test of the website.  Mr. Richard Wachter personally financed the cost of the test.  In the future, we will provide the prizes at our own expense.  If and when the television show becomes operational, the Internet Trivia Bingo players will pay to compete to qualify for the television game show.





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We recently completed the development of a Beta version of our Internet Trivia Bingo game and Trivia Bingo is now operational on the Internet.  Upon receipt of funds from this offering, we will refine and revise our software application.  Thereafter, we will begin recruiting advertisers to the website.  Our main website is at www.FirstBingo.com.  We also maintain a second website at www.triviabingo.com which is used as a feeder page to the main website.

Registration for Internet Bingo

Players already registered with us will click on the "Player" icon and when prompted enter their user name and password.  New players will be prompted to click on the "New Player" icon to register as a new player. Players must register in order to be eligible for the cash and prizes and to qualify for an opportunity to participate on television Trivia Bingo.

The Website

Our website is accessible to customers with a minimum hardware configuration consisting of a 486 personal computer with Windows 95 or greater, with 16 MB RAM, 20 MB free hard disk space, a 14,400 modem and a direct PPP Internet connection.  All games are provided in a Windows-based, menu driven format with "point and click" interactively.

We monitor the play of Trivia Bingo over the Internet. Our website  allows customers to review all terms, rules and conditions applicable to Trivia Bingo and other uses at the site.

Game Instructions

Creating the Bingo Card

Once a new or existing player has logged on to the web-site, a Bingo card is created. The card contains five columns under the letters B I N G O.  Each column contains five squares which contain random numbers.

To assist a player in achieving a BINGO, all of the squares in the 3rd row and all of the squares in the column under the letter "N" are covered squares.  However, unlike traditional Bingo, the squares are not covered with pennies or blotters, but rather with an advertiser's logo.  Advertising logos form what is known as the "Magic Cross". The "Magic Cross" effectively divides the BINGO card into four separate quadrants.

We randomly generate additional squares that contain an advertiser's logo in each of the four quadrants.  The random generation of additional covered squares (i.e. squares that contain an advertiser's logo) result in an instant cash or prize giveaway  to the player.  After the random generation of additional squares occurs, all of the squares that form a BINGO line (i.e. a vertical, horizontal or diagonal line) could be occupied with an advertiser's logo in which case the player is an instant winner. This is known as an Instant Win Card.

If the player does not have an Instant Win Card , the player moves to the Trivia Challenge phase of the game.





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Trivia Challenge

Correctly answering a trivia question allows a player to convert an open square (a square that does not contain an advertiser's logo) to a covered square (a square containing an advertiser's logo).  By covering certain squares the player can achieve a Bingo. A Bingo is achieved when the covered squares (a square containing an advertiser's logo) form a vertical, horizontal or diagonal line.  Each time a Bingo is achieved the player is credited with 1,000 FirstBingo points.

To convert an open square to a covered square,  the player selects the open square of his or her choice by clicking on it with the mouse.

The trivia question associated with the selected open square is revealed. The player is now given 15 seconds to select the correct answer from four multiple choice answers.  The answer is chosen by clicking on the chosen response with the mouse.  If the answer is right the number on the open square is replaced by an advertiser's logo (indicating a covered square). If the answer is incorrect, the open square will remain open and the player will receive one strike. If the player gets three strikes before achieving a full card, the game ends.  A player may receive multiple Bingos on one card.  Each Bingo will result in the player receiving 1,000 FirstBingo points.  A player may also receive advertiser's points for converting an open square to a covered square.  It is anticipated that advertiser's points may be exchanged for various prize giveaways.

If the Player answers all of the trivia questions correctly before getting three strikes, he or she attains a full card.  If a player obtains a full card, he will receive bonus points in addition to the 1,000 FirstBingo points awarded for each Bingo.

Cash and Prize Giveaways

The points a player receives qualify the player for the opportunity to win cash or prizes. A player can also win instant cash or prizes if an Instant Win Card is randomly generated at the start of the game.

Compatibility

Our Internet Trivia Bingo utilizes a Macro Media-based front-end, which means, unlike numerous other websites, no download is required.  Using Macro Media(TM) technology, download time is less than 10 seconds and there is no special installation procedure.

By utilizing Macro Media(TM) technology, Internet Trivia Bingo will be compatible on MacIntosh, Windows 95/98/2000, Windows NT, Linux and future WebTV computers.





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TV Trivia Bingo

Internet Trivia Bingo players qualify by achieving high points ratings to participate as players on TV Trivia Bingo.  TV Trivia Bingo is played in front of  a live studio audience.  The show will be taped and sold to public or pay television networks.  As of the date hereof, we have not developed the television program, taped any shows or entered into negotiations with any television stations or sponsors for the production of TV Trivia Bingo.  Further, there is no assurance that TV Trivia Bingo will ever be developed, produced or sold to any television networks.  If we receive funding from this offering, we believe it will take 6 weeks to prepare the pilot and 3 months to sell the show.  Accordingly, it will be 4 to 5 months before the show appears on television.  There is no assurance, however, that any television network will broadcast the show.  On April 3, 2001, we entered into a licensing agreement with Tesauro S.A., a corporation located in Spain, wherein we granted it the right to produce and distribute the Trivia Bingo Game in a television show format in consideration of $10,000. 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.

Revenues

First and foremost we are a pay to play and advertiser/sponsor supported website.  We plan to generate revenues from players paying to compete and the sale of advertising space (i.e. advertiser's logos), which appear on the Internet Trivia Bingo squares and from the sponsorship of TV Trivia Bingo.  As of the date hereof, we have not sold any advertising space on its Internet web site nor have we secured any sponsorship for our proposed television program. There is no assurance that we will ever sell any advertising on our web site or secure any sponsorship for our television program.

In addition, we plan to generate revenues from the sale of our Trivia Bingo CD Game and Trivia Bingo Video Terminals. The Trivia Bingo Video Terminals may also generate significant royalty income.

Trivia Bingo CD Game

We are developing a CD game version of Internet Trivia Bingo. The CD game version will be similar to the Internet Trivia Bingo version. No cash or prize giveaways will be awarded to players of the CD game.  The CD game is in a conceptual stage. We do not know if and when the CD will be created or when a prototype will be started. No CD's have been developed .  We do not know what the cost of production will be or when the CD game will be available sale. There is no assurance that any CDs will ever be created or sold.

Trivia Bingo Video Terminals

We are in the final phase of development of two Trivia Bingo Video Terminal test models (a Trivia Bingo Video Terminal and a Slot Machine Video Terminal). The Trivia Bingo Video Terminal will be designed to permit players to play the Trivia Bingo game directly on the Video Terminal. The game will be identical to the Internet Trivia Bingo game.





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The second test model, the Slot Machine Video Terminal will be a stand-alone slot machine featuring Bingo. The Trivia Bingo card will be created in essentially the same fashion as the Bingo card in Internet Trivia Bingo, other than a covered square will be shaded red (as opposed to containing an advertiser's logo) and an open square will be shaded in blue. The "Magic Cross" effectively divides the Bingo card into four separate quadrants. Each quadrant will contain four Bingo squares containing a specific number. The four squares in each of the four quadrants will be shaded in either red or blue depending upon whether the BINGO number that appears in the square is an appropriate number for the  proper BINGO letter (i.e. a number from 1-15 under the letter B, a number from 16-30 under the letter I, a number from 31-45 under the letter N a number from 46-60 under the letter G  or a number from 61-75 under the letter O).  The Slot Machine Video Terminal computer will randomly spin the squares in each of the four quadrants.  When the spinning stops, if the BINGO number in the square is under the appropriate letter the square will be shaded red indicating a covered square.  If the number in the square is not under the appropriate letter the square will be shaded blue indicating an open square. Depending upon the positioning of the numbers when the spinning stops,  the player may have no Bingos or possibly one or more Bingos. A Bingo is achieved every time a vertical, horizontal or diagonal line contains all shaded red squares (i.e. the proper Bingo number is under the proper letter).

The number of Bingos that are created at the time the spinning stops will dictate the payout on the Slot Machine Video Terminal.  The Video Terminals are in a conceptual stage.  We do not know if and when Video Terminals will be created or when a prototype will be started.  No Video Terminals have been developed as of the date of this prospectus.  We do not know what the cost of production will be or when the Video Terminals will be available for sale. There is no assurance that any Video Terminals will ever be created or sold.

Manufacturing of the CDs and Video Terminals

We are in preliminary discussions with a number of potential manufacturers of the CD Trivia Bingo game and the Trivia Bingo Video Terminals.  At this time it is not possible to comment with any degree of certainty on the cost of production of either the CD Trivia Bingo game or the Trivia Bingo Video Terminals.  Additionally, it is not possible to comment with any degree of certainty on the projected selling prices of either the CD Trivia Bingo game or the Trivia Bingo Video Terminals.  Further, there is no assurance that the CD Trivia Bingo game or the Trivia Bingo Video Terminals will ever be developed, produced or sold.

Marketing

We expect that a significant portion of our initial expenses will be related to advertising and marketing.  We anticipate using banner advertising featuring hot links on strategic Internet portal and search engine sights such as Hotmail, Yahoo and Alta Vista.  Each of these sites boasts  millions of  visits each day and will prove an invaluable source to generate awareness of our Internet Trivia Bingo game.  Advertising in traditional media, such as newspapers, magazines, television, radio, billboards, etc. will also be an important facet of the advertising and marketing program.

As of the date hereof, we have not initiated any research to determine the parameters of its advertising or the medium which it may choose.





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Competition

We will compete with other companies marketing trivia related entertainment products and services and companies offering games of skill involving the answer of trivia questions. Millionaire and Jeopardy will be our initial competitors.

We compete with other companies that have websites that advertise on a game or on a site while a game is being played.

We expect to encounter significant competition from existing advertiser/sponsor-supported web-sites. Many of our existing and potential competitors have or may have, as the case may be, greater capital and other resources than we do and may choose to adopt a marketing plan similar to that proposed by us.  There can be no assurance that we will be able to generate meaningful revenues or earnings from our proposed Trivia Bingo operations or otherwise successfully compete in the future.

Our advertisers pay us fees for the number of hits to our website.  The more websites that compete with us, the fewer the hits to our website.  The more distractions away from our website, the fewer the hits to our website.  Fewer hits result in lower revenues. We cannot ensure that customers will hit our website rather than other websites offering similar gaming products on the Internet.  Interest in a website is a personal thing.  If a player likes our website and the game and prizes it offers, he will play it.  If the player does not like our game, the player will find another website that will satisfy his desire for amusement.  We hope that the configuration of our website and the prizes it offers will attract players to it and away from other websites.

Software

In order to initiate the development of Trivia Bingo, we have retained the services of Mente Incorporated.  Mente Incorporated is an Ontario based software development company.  The software to run Trivia Bingo on the Internet will be our exclusive property and Mente Incorporated will have no proprietary interest in the software.  Mente Incorporated is being retained on a non-exclusive basis only to provide software development support.

Testing

We estimate that our web-site will be fully developed and commercialized prior to the end of fourth quarter 2004, provided we complete this offering.  Standard beta testing of the web-site will take place but is not anticipated to be onerous given the relatively simple nature of the game





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Government Regulation

Bingo activities are regulated in the United States and most developed countries and are based upon policies that are concerned with, among other things, (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with bingo; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the governing jurisdictions; (iv) the prevention of cheating and fraudulent practices; and (v) the provision of a source of government revenue through taxation and licensing fees.

At the present time, we believe that the Trivia Bingo game would not be prohibited in North America or most other foreign jurisdictions since the game is actually a game of skill as opposed to a game of chance.   However, bingo over the Internet is a new industry and some or all of the countries in which Trivia Bingo will be played may take action to more severely regulate or even prohibit Internet bingo operations in their jurisdictions.

We believe that as of this date, many federal and state prosecutorial agencies in the United States have taken the position that the provision of Internet bingo services to residents of the United States is subject to existing federal and state laws which generally prohibit the provision of bingo opportunities, except where licensed or subject to exemption.  This may include games which require the player to risk nothing but his time.

We understand that many providers of Internet bingo services to citizens and residents of the United States have taken the position that existing federal and state laws pertaining to the provision of bingo opportunities do not apply to Internet bingo services.  In 1997, legislation was introduced to the United States Senate and House of Representatives (the Kyle bill) which, if enacted, would effectively amend the Federal Wire Statute, codified at 18 U.S.C. 1084, to prohibit Internet bingo operations to residents of the United States.  (Internet Gambling Prohibition Act of 1997; S. 474 and H.R. 2380).  Our policy will be not to offer our Internet bingo services to citizens or residents of any jurisdiction that prohibits such activities, and to otherwise endeavor to comply with laws pertaining to bingo.

Transaction with Ampang Investments Ltd.

On March 21, 2000 we entered into a Debenture Agreement in favor of Ampang Investments Ltd. to secure a line of credit in the sum of $750,000.00.  Ampang Investments Ltd. is owned by an officer of the Company.

On September 21, 2000 we issued to Ampang Investments Ltd.  10,000,000 restricted shares of common stock for the following purposes:

*   consulting services related to the development and ongoing maintenance of the Internet Trivia Bingo game;





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On December 31, 2001, we effected a 1 for 25 reverse stock split.

On January 2, 2002, Ampang converted the debenture to 2,876,376 shares of common stock.

On July 15, 2003 we purchased all the intellectual property and trademarks from Ampang Investments Inc. for 24,000,000 shares of common stock. The cost basis of the intellectual property and trademarks was $138,000.  This is the cost basis of the shares Ampang used to purchase the property in 2000.  The historical cost is used as Ampang is considered a related party.

The forgoing number of shares reflects the issuance of three additional shares of common stock for each one share outstanding as a stock dividend to shareholders of record on November 14, 2003.

Company's Office

Our corporate headquarters are located at 488 Huron Street, Toronto, Ontario, Canada  M5R 2R3 Canada and our telephone number is (416) 281-3335.  These are the law offices of Thomas Sheppard, one of our officers and directors.  We lease the office space on a month-to-month lease.  There is no written document evidencing our lease.  Our lease is oral.  Our monthly rental is $1,000.00 Canadian.

Employees

We are a development stage company and currently have no employees other than our officers and directors.  We intend to hire additional employees as needed.

Risk Factors

1. Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and many have to suspend or cease operations.
2. We lack an operating history and have losses which we expect to continue into the future.





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*   our ability to complete our plan of operations 
*   our ability to locate customers who will participate in our games
*   our ability to locate people who will buy advertising from us 
*   our ability to generate revenues

Based upon current plans, we expect to incur operating losses in future periods.  Our operating losses in year 2003 were $515,797. This will happen because there are expenses associated with starting operations. The expenses are related to running day to day operations, development, and marketing our products.  We cannot guarantee that we will be successful in generating revenues in the future.  Failure to generate revenues will cause us to go out of business.

1. We have to generate interest in our website after we have obtained advertisers. If we can't do that, we will not generate revenues and will have to go out of business.
2. Our business plan has not been implemented. If it is not implemented, we will cease operations.
3. We are dependent upon an outside technology supplier.  If it cease operations or is unwilling to provide services to us, we may have to cease operations.





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1. Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations
2. Because there is a limited public trading market for our common stock, you may not be able to resell your stock.
3. Because we are a penny stock, you may not be able to resell your shares.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Our corporate headquarters are located at 488 Huron Street, Toronto, Ontario, Canada  M5R 2R3 Canada and our telephone number is (416) 281-3335.  These are the law offices of Thomas Sheppard, one of our officers and directors.  We lease the office space on a month-to-month lease.  There are no written documents evidencing our lease.  Our lease is oral.  Our monthly rental is $1,000.00 Canadian (approximately $650.00 U.S.)

ITEM 3.   LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the shareholders during the fourth quarter of 2003.





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PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

Our shares of common stock are traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. (the "Bulletin Board") under the trading symbol "FBGO."

Summary trading by quarter for the 2003 and 2002 fiscal years are as follows:



| | Fiscal Quarter | High Bid                                                  | Low Bid               
| | -------------- | --------------------------------------------------------- | ----------------------
| | 2003           |                                                           |                       
| |                | Fourth Quarter
Third Quarter
Second Quarter
First Quarter | 0.75
1.75
1.50
0.80   
| | 2002           |                                                           |                       
| |                | Fourth Quarter
Third Quarter
Second Quarter
First Quarter | 0.81 
0.29 
0.75 
1.31

These quotations reflect the 1 for 25 reverse stock split which occurred on December 31, 2001 and a stock dividend of three additional shares for each one share outstanding on November 14, 2003. They are inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.  As of March 19, 2003, we had 116 holders of record of our common stock.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent.  Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934.

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.





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Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized of issuance under equity compensation plans

We have no equity compensation plans, and accordingly we have no securities authorized for issuance under any equity compensation plans.

Status of our public offering

On December 18, 2003, our Post-Effective Amendment to our Form SB-2 registration statement was declared effective by the Securities and Exchange Commission, file no. 333-108188. We are offering up to 12,000,000 shares of common stock, with no minimum at an offering price of $0.6625 per share and certain selling shareholders are offering up to 27,767,000 shares of common stock.  The offering period is 270 days from the effective date of our Post-Effective Amendment to our Form SB-2 registration statement.  We began our offering on December 18, 2003.  There are no underwriters involved in our offering.  All offers and sales are made by our officers and directors.  As of March 17, 2003, we have not sold any shares.

From the effective date of the registration statement, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid.   From the effective date of the registration statement, no funds were used for the construction of plant, buildings or facilities, no funds were used for purchases of real estate or acquisition of other business or temporary investments other than bank accounts.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS.

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 states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.





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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 cash from sources other than our operations.

Our only other source for cash at this time is investments by others in FirstBingo.com. We must raise cash to implement our project and stay in business. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe that $2,000,000 will last 24 months.

In an effort to raise capital the Company filed a Post Effective Amendment to our Form SB-2 Registration Statement pursuant to Section 8(a) of the Securities Act of 1993 and it was declared effective December 18, 2003. 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. Whatever money we do raise, will be applied to the development of our web site, marketing and working capital. If we need additional money, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need from this offering, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

We have discussed this matter with our officers and directors; however, our officers and directors are unwilling to make any commitment to loan us any money at this time, other than to pay fees connected with our filings with the SEC. Accordingly, they are under no legal obligation to make additional capital contributions to us in the future. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the maximum amount of money 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 we need more money we will have to revert obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete the development of our game because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

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





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Limited Operating History; Need for Additional Capital

There is limited historical financial information about us, but no operations upon which to base an evaluation of our performance.  We are a start-up stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the development our game, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we have to start operating our web-site and sell advertising on it.  We are seeking equity financing to provide for the capital required to complete and promote our web-site.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue to develop our game or web-site.  Additional equity financing could result in additional dilution to existing shareholders.

Results of Operations

Since January 1, 2000

We are developing our Internet Bingo game and our web-site.  Since May 1999, we have used our common stock to raise money for the development of the web-site, the development of our Internet Bingo game, and, for corporate expenses.  We received a loan of  $750,000 from Ampang Investments Ltd. evidenced by a debenture.  The debenture was converted to 719,094 shares of common stock. Ampang Investments Ltd. is owned by The Bentley Group Ltd., a company which is owned and controlled by Richard Lyle Wachter, our President and Chief Financial Officer.

The only revenues that we have generated were in the third and fourth quarters of 2001.  A total of $10,000 was generated from the sale of format licenses for our T.V. game show and internet software user agreement.  This is not revenue generated from operations.

At December 31, 2003, we had negative working capital of $1,066,222 compared to negative working capital of $629,625 at December 31, 2002 for a total increase of $585,478.

At December 31, 2003 and 2002, our primary asset was software, and the primary liabilities consisted of accounts payable, accrued interest and notes payable, and accrued salaries.

Upon the successful completion of our intended financing we intend to derive our operating revenues from the following sources:

1. advertising campaigns on its website, including merchandising its products;
2. the sale of CD ROMS and our "board game";
3. launching our television game show.





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In 2000, we issued a total of 6,100,000 shares of common stock in director, consulting and marketing fees valued $12,978,700. 1,850,000 shares were issued to Sharpe Capital for marketing and public relations; 4,000,000 shares were issued to Ampang Investments for consulting; and, 250,000 shares were issued to Marco Stifani, Michael DeMarco and Edgar Clark, former directors, as director's fees.

Fiscal December 31, 2003 Compared to Fiscal December 31, 2002

We have had no revenues from operations in either fiscal year end 2003 or 2002, provided, however, we were paid $10,000 upon granting the right to license our television format rights and use of our trademarks from an agent, Tesauro S.A., for the country of Spain, following the demonstration of our products at MIP European Television Trade Show in Cannes, France.

At December 31, 2003, we had negative working capital of $1,066,222 compared to negative working capital of $629,625 at December 31, 2002. This was a result of accrued salaries, along with notes and accounts payable.  Accounts payable increased from $627,249 on December 31, 2002 to $1,006,222 December 31, 2003.  This was a result of normal operating expenses. The increase in accounts payable is due to the normal operating expenses. This includes legal and accounting fees of $53,307.   The remainder was general and administrative expenses.

We continue to include our operating website and license, as well as Trivia Bingo Software with a net value of $217,922 as our major asset.   At December 31, 2003, our primary asset was the website and license. Our primary liabilities consisted of accounts payable, notes payable, and accrued salaries.  Additionally at December 31, 2003, we had substantial accrued interest on our books.

During the December 31, 2003 and 2002, we did not have any revenues from operations.

Liquidity and Capital Resources

We continue to maintain a minimal cash balance in order to fulfill our financial commitments.  The minimal cash balance or burn rate required to fulfill financial commitments is $32,000 per month. .  The approximate amount of time through which our current assets will fund existing operations, not assuming completion of this offering or additional advances from shareholders, is zero months.  All of this cash balance has been obtained through borrowing.  We are not in a liquid position at December 31, 2003, having $1436 of cash.  This compares to cash of $31 at December 31,2002.  In the past the majority shareholders have had to fund any cash shortfalls experienced by us.

Current assets increased from $24 at December 31, 2002 to $1436 at December 31, 2003.  An increase considered by us to be negligible. Current liabilities at December 31, 2002, were $627,249.   These liabilities increased at December 31, 2003, to $1,065,257.





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We continue to be funded by our majority shareholders, in order to meet our day-to-day expenses and our ongoing marketing initiatives.  As of December 31, 2003, these shareholders have covered $238,377 in our shortfalls. That is because we are not generating any revenues from operations, but we continue to accrue expenses as though we were generating revenues. This is reflected in the "Note payable-related party" of $178,201 and interest of $32,183 has been accrued and expensed which represents monies advanced to us by our majority shareholders in the fiscal year of 2003. It is also reflected in the accounts payable, related party and advance from shareholders of $60,176 and $0.  It is important to note that the "Note Payable" and the "Accrued Interest" from the December 31, 2001 statements were converted to equity on January 3, 2002, with the issuance of 719,094 common shares at a rate of One (1) common share for each dollar of indebtedness calculated by adding the principal amount of the "Note Payable" together with "Accrued Interest."

We have continuously maintained minimal liquidity as a result of majority shareholders funding of our operations.  The total short-fall that these shareholders assumed was $238,377 however, they are unwilling to fund operations in the future and if we do not receive sufficient proceeds to fund our operations, we may have to suspend operations until we obtain additional funding or cease operating entirely.  We have no material commitments for capital expenditures other than as set forth in the Use of Proceeds section of this prospectus.  While we are committed to spend the money as disclosed therein, we have not entered into any contracts with third parties for the services described therein.  We will not enter into any contracts with third parties for services, until we receive proceeds from this offering.  Management believes that there will be insufficient funds generated by operations to satisfy working capital requirements and the majority shareholders are unwilling to make any further capital contributions to our operations.  Accordingly, if this offering is unsuccessful, in all likelihood, we will have to suspend or cease operations.

Effects of Inflation

Inflation and changing prices will not and are not expected to have a significant effect on our operations during the foreseeable future.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TABLE OF CONTENTS



|INDEPENDENT AUDITOR'S REPORT                                                                                                      | F-1            
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------
|FINANCIAL STATEMENTS
Balance Sheets
Statements of Operations
Statement of Stockholders' Equity (Deficit)
Statements of Cash Flows | F-2
F-3
F-4
F-5
|NOTES TO FINANCIAL STATEMENTS                                                                                                     | F-6            







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Board of Directors
FirstBingo.com
Toronto, Ontario
Canada

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of FirstBingo.com (a development stage company and Nevada corporation) as of December 31, 2003 and 2002, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FirstBingo.com (a development stage company) as of December 31. 2003 and 2002, and the results of its operations, stockholders equity (deficit) and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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 negative working capital, and little revenues.  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
March 20, 2004







F-1

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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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|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)







The accompanying notes are an integral part of these 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                    
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|EXPENSES                        
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|LOSS FROM OPERATIONS            
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|OTHER INCOME  (EXPENSES)        
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|LOSS BEFORE INCOME TAXES        
|INCOME TAXES                    
|NET LOSS                        
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The accompanying notes are an integral part of these financial statements.
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|FIRSTBINGO.COM                                
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|(A DEVELOPMENT STAGE ENTERPRISE)              
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)   
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|Initial issuance of common stock in           
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|Cumulative net loss for the years ended       
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|Balance, December 31, 1996                    
|Net loss for year ending, December 31, 1997   
|Balance, December 31, 1997                    
|Net loss for year ending, December 31, 1998   
|Balance, December 31, 1998                    
|Net loss for year ending December 31, 1999    
|Balance, December 31, 1999                    
|Issuance of common stock for services at an   
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|Options issued for consulting fees            
|Issuance of common stock for acquisition of   
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|Net loss for year ending December 31, 2000    
|Balance, December 31, 2000                    
|Options granted for consulting fees           
|Expiration of stock options                   
|Issuance of common stock for services at an   
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|Net loss for the year ending December 31, 2001
|Balance, December 31, 2001                    
|Issuance of common stock for services at $0.25
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|Issuance of common stock for accrued interest 
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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                    



The accompanying notes are an integral part of these financial statements.
F-4

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|FIRSTBINGO.COM                              
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|(A DEVELOPMENT STAGE ENTERPRISE)            
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) 
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|Balance, December 31, 2002                  
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|Stock issued for convertible debt and       
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|Stock issued for purchase of assets at $0.01
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|Correction for fractional shares            
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|Net loss for the year ending                
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|Balance, December 31, 2003                  





















The accompanying notes are an integral part of these financial statements.
F-5

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|FIRSTBINGO.COM                              
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|(A DEVELOPMENT STAGE ENTERPRISE)            
|STATEMENTS OF CASH FLOWS                    
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|CASH FLOWS FROM 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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The accompanying notes are an integral part of these financial statements.
F-6

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

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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 December 31, 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.)

Foreign Currency Translation and Other Comprehensive Income
The Company has adopted Financial Accounting Standard No. 52.  Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date.  Gains or losses are included in income for the year.  Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

As the Company's functional currency is the U.S. dollar, and all translation gains and losses are transactional the Company and has no assets with value recorded in Canadian dollars, there is no recognition of other comprehensive income in the financial statements.

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





F-7

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

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As shown in the accompanying financial statements, the Company incurred a net loss of $537,547 for the year ended December 31, 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 December 31, 2003, 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.  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 Method
The Company uses the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

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

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

Fair Value of Financial Instruments
The Company's financial instruments as defined by State of Financial Accounting Standards 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 December 31, 2003 and 2002.



F-8

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

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Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards 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 December 31, 2003, the Company had net deferred tax assets of approximately $1,120,000 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 December 31, 2003.  The significant components of the deferred tax asset at December 31, 2003 and December 31, 2002  were as follows:



|                                       |   | December 31, 2003 |   | December 31, 2002
|-------------------------------------- | - | ----------------- | - | -----------------
|Net operating loss carryforward        | $ | 3,300,000         | $ | 2,900,000        
|                                       |   |                   |   |                  
|Deferred tax asset                     | $ | 1,120,000         | $ | 980,000          
|Deferred tax asset valuation allowance |   | (1,120,000)       |   | (980,000)        
|Net deferred tax asset                 | $ | -                 | $ | -                

At December 31, 2003, the Company has net operating loss carryforwards of approximately $3,300,000, 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.  In addition, 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 December 31, 2003 was an increase of $140,000, due to the increase in net operating losses.

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

Impaired Asset Policy
In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144").  SFAS No. 144 replaces Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-



F-9

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

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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 year ended December 31, 2003, the Company determined no further impairment of assets had occurred.  See Note 3.

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

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

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

At December 31, 2003 and 2002, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Recent Accounting Pronouncements
In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (hereinafter "SFAS No. 150"). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the









F-10

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

---

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.

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.





F-11

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

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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 December 31, 2003.

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

NOTE 3 - INTANGIBLE ASSETS

In past years, the Company capitalized $205,841, which is the contractual cost of the website and software license purchased from an independent supplier, and $1,500,000, which is the value of software acquired in exchange for stock.  (See Note 4.)  No portion of this software-acquired during the year ended December 31, 2000-was internally developed and, accordingly, there were no internal costs associated with this software which were charged to research and development.  Consistent with SOP 98-1, the costs of the website and related software license-which was purchased solely for internal use and will not be marketed externally-have been capitalized and are being amortized over 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 year ended December 31, 2003, the Company's amortization expense attributable to the remaining unimpaired website and software license was $64,168.







F-12

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

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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.  Since 1997, the Company's board of directors authorized a 92-for-1 forward stock split, a 2-for-1 forward split, a 1-for-25 reverse stock split, and a stock dividend that was treated as a forward stock split.  All references in the accompanying financial statements and notes to the number of common shares and per share amounts, have been restated to reflect all changes in the Company's capital stock, including stock splits and reverse stock splits.

During 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.

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 BingoTM 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.

On November 7, 2003, the Company's board of directors declared a 3 for 1 common stock dividend for all shareholders of record on November 14, 2003.  This dividend was accounted for as a stock split for accounting purposes.  Per-share amounts in the accompanying financial statements have been restated for the stock dividend.

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



F-13

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

---

acquisition disclosed in Note 3.  The 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.  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, the fair market value of the shares on the date the shares were granted.  As of December 31, 2003, the Company has received an additional $99,250 from this related party, and interest of $22,357 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 $60,170 at December 31, 2003 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.  As of December 31, 2003, interest of $4,459 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 $6,700 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.

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 with a scheduled maturity date of October 2, 2002, in the principal



F-14

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

---

amount of $31,985 in cash.  This debt, with an interest rate of 15% and a feature enabling conversion into shares of Company common stock at a conversion price equal to $1.00 CDN ($0.75 U.S.) per share, was offered 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 note, with an interest rate of 15%, 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 December 31, 2003 the convertible debenture was delinquent and the Company and investor were considering the options for payment.  No additional interest or late payment penalties have been accrued or assessed.

NOTE 7 - STOCK OPTIONS

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

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

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

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 year ended December 31, 2003, the Company did not issue any additional options.



F-15

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FIRSTBINGO.COM
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2003

---

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 December 31, 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 annual salaries of $250,000 and $100,000 for their services to the Company.  At December 31, 2003 the Company has accrued $700,000 in salaries payable to the officers. This amount is included in accrued salaries in the financial statements.





















F-16

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ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-KSB. Our financial statements for the period from January 1, 2002 to December 31, 2003, included in this report have been audited by Williams and Webster, P.S., Independent Certified Public Accountants, Bank of America Financial Center, 601 West Riverside Avenue, Suite 1940, Spokane, Washington 99201, as set forth in their report included herein.

ITEM 8A.   CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.  Within 90 days prior to the date of this report, our management carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-15. Based upon the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended December 31, 2003.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.



|Name and Address                                                                  | Age | Position(s)                                                              
|--------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------
|                                                                                  |     |                                                                          
|Richard L. Wachter
Times Square, Provo
BWI, P. O. Box 663
Turks and Caicos Island | 52  | President, Chief Financial Officer and a member of the Board of Directors
|                                                                                  |     |                                                                          
|Thomas M. Sheppard 
488 Huron Street
Toronto, Ontario
Canada M5R 2R3              | 54  | Secretary, Chief Executive Officer and a member of the Board of Directors





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The persons named above have held their offices/positions since February 2001 and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Richard L. Wachter - President, Treasurer, Chief Financial Officer, and a member of the Board of Directors.

Since February 2001, Mr. Wachter has been our president, treasurer, chief financial officer and a member of the board of directors.  Mr. Wachter has spent the last 23 years of his career in land and commercial real estate development.  From June 1978 to July1983, Mr. Wachter was the President of Future Care Ltd. located in Toronto, Ontario.  Future Care Ltd. was engaged in the business of construction and development of retirement homes. From August 1984 to December 1995, Mr. Wachter was the C.E.O. and President of Wachfree Construction Ltd. and Provincial Nursing and Retirement Centres Ltd., both of which were located in Toronto, Ontario.  Wachfree Construction Ltd. and Provincial Nursing and Retirement Centres Ltd. were respectively engaged in the development, management and operation of senior care facilities.  In 1988 Mr. Wachter's executive abilities were recognized when he was nominated for entrepreneur of the year for Canada. Between 1992 to 1995 Mr. Wachter was designated in the Who's Who in Canadian Business as well as the international version of the Who's Who in 1994.  Since May 1995, Mr. Wachter has been the President of The Bentley Group Ltd. located in the Turks and Caicos Island, British West Indies.  The Bentley Group Ltd is engaged in the business of real estate and land development.

Thomas M. Sheppard - Secretary, Chief Executive Officer and a member of the Board of Directors.

Since February 2001, Mr. Sheppard has been our secretary, chief executive officer and a member of the board of directors.  Since his call to the bar in 1978, Mr. Sheppard has been a member of the Law Society of Upper Canada. From 1981 to present, Mr. Sheppard has practiced in the area of corporate commercial law, securities law and real estate law with a particular emphasis on financing transactions. Mr. Sheppard counsels emerging companies in the early stages of their growth, helps to identify merger targets and joint venture partners, and has been guiding companies through the initial public offering process in North America.

All of our officers and directors are engaged in other business. As such, they will not be devoting time exclusively to our operations. Mr. Wachter will devote approximately 40% of his time to the operation of our business and Mr. Sheppard will devote approximately 25% of his time to the operation of our business.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors:  have not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;  were not the





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subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;  were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance with Section 16 (a) of the Exchange Act

Our officers, directors and owners of 10% or more of our outstanding shares of common stock have filed all reports required by section 16(a) of the Securities Exchange Act of 1934, as amended.

Audit Committee and Charter

We have an audit committee and audit committee charter.  Our audit committee is comprised of all of our officers and directors.  None of directors are deemed independent.  All directors also hold positions as our officers.  A copy of our audit committee charter is filed as an exhibit to this report.  Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report.

Audit Committee Financial Expert

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics.  A copy of the code of ethics is filed as an exhibit to this report.  We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.





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Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter.  Our disclosure committee is comprised of all of our officers and directors.  The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of our disclosure committee charter is filed with this report.

ITEM 10.   EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the compensation paid by us from January 1, 2001 through December 31, 2003, for each or our officers.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table



|                       |      |                     | Long Term Compensation
|---------------------- | ---- | ------------------- | ----------------------
|                       |      | Annual Compensation | Awards                
|                       |      |                     |                       
|                       |      |                     |                       
|                       |      |                     |                       
|Name and Principal     |      | Salary              | Bonus                 
|Position               | Year | ($)                 | ($)                   
|                       |      |                     |                       
|Richard L. Wachter     | 2003 | 250,000             | 0                     
|Current President and  | 2002 | 250,000             | 0                     
|President in last      | 2001 | 250,000             | 0                     
|fiscal year            |      |                     |                       
|                       |      |                     |                       
|Thomas M. Sheppard     | 2003 | 100,000             | 0                     
|Current Chief          | 2002 | 100,000             | 0                     
|Executive Officer      | 2001 | 100,000             | 0                     
|and Chief Executive    |      |                     |                       
|Officer in last fiscal |      |                     |                       
|year                   |      |                     |                       

Compensation was accrued but none was paid to any individual in his capacity as an officer through December 31, 2003.  All options have expired.





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We anticipate paying the following salaries in 2004:



|Richard Lyle Wachter    |  | President               | $ | 250,000
|----------------------- |  | ----------------------- | - | -------
|Thomas Michael Sheppard |  | Chief Executive Officer | $ | 100,000

Compensation of Directors

The following table sets forth the compensation paid by us from January 1, 2001 through December 31, 2003, for each or our directors.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table



|                     |      |                     | Long Term Compensation
|-------------------- | ---- | ------------------- | ----------------------
|                     |      | Annual Compensation | Awards                
|                     |      |                     | (a)                   
|                     |      |                     |                       
|                     |      |                     |                       
|Name and Principal   |      | Salary              | Bonus                 
|Position             | Year | ($)                 | ($)                   
|                     |      |                     |                       
|Richard L. Wachter   | 2003 | 0                   | 0                     
|Current Director and | 2002 | 0                   | 0                     
|Director in last     | 2001 | 0                   | 0                     
|fiscal year          |      |                     |                       
|                     |      |                     |                       
|Thomas M. Sheppard   | 2003 | 0                   | 0                     
|Current Director and | 2002 | 0                   | 0                     
|Director in the last | 2001 | 0                   | 0                     
|fiscal year          |      |                     |                       

As of our 2003 accounting year end, our directors do not and will not receive any compensation for serving as members of the board of directors.  Compensation will only be paid to individuals in their capacity as officers.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Option/SAR Grants

There were no grants of stock options in 2003 and there are currently no stock options outstanding.  All options have expired.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.





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Conflicts of Interest

At the present time, we do not foresee a direct conflict of interest.  The only conflict that we foresee is our officers' and directors' devotion of time to projects that do not involve us.

Employment Contracts

We have no employment contracts with Mr. Sheppard or Mr. Wachter.

Indemnification

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  We may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in  a proceeding as to which  he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers  under  Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission,  indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of December 31, 2003, the beneficial shareholdings of persons or entities holding five percent or more of the Company's common stock, each director individually, each named executive officer and all directors and officers of the Company as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial.



|Name and Address of
Beneficial Owner                                             | Number of Shares Owned | Percentage of Shares Owned
|-------------------------------------------------------------------------------- | ---------------------- | --------------------------
|                                                                                 |                        |                           
|Richard L. Wachter
Times Square, Provo
BWI, P.O. Box 663
Turks and Caicos Island | 27,331,000             | [1]                       
|                                                                                 |                        |                           
|Thomas M. Sheppard
488 Huron Street
Toronto, Ontario
Canada M5R 2R3              | 436,000                |                           
|                                                                                 |                        |                           
|All Officers and Directors as a Group (2 persons)                                | 27,767,000             | [1]                       





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[1]   Includes 26,075,000 shares owned by Ampang Investments Ltd., which is owned and controlled by The Bentley Group Ltd., and 1,256,000 shares owned by the Bentley Group Ltd. which is owned and controlled by Richard Wachter, our president and chief financial officer.

The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings.

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On April 13, 2000 we entered into an oral agreement with the law firm of Harris & Harris to hire Mr. Paul R. LeBreux  as our president, secretary, treasurer, and chief executive officer in consideration of $50,000 payable quarterly in advance and options to acquire 2,000,000 shares of common stock at an excise price of $1.00 per share expiring December 31, 2001.  Upon his resignation as an officer and director of FirstBingo, Mr. Paul LeBreux surrendered his aforementioned 2,000,000 options in lieu of receiving 400,000 options at an excise price of $0.75 per share expiring December 31, 2001.  The options were adjusted to 4,000 as a result of the 1 for 25 reverse stock split that occurred on December 31, 2001 and expired on the same day.

In 2000, we paid the law firm of Harris & Harris $107,000 in legal fees.  Mr. LeBreux, our former president is a partner of Harris & Harris.

On March 21, 2000 we entered into a Debenture Agreement in favor of Ampang Investments Ltd. to secure a line of credit in the sum of US$750,000.00.

On September 21, 2000 we issued to Ampang Investments Ltd. 16,000,000 restricted shares of common stock for the following purposes:





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*   Consulting services related to the development and ongoing maintenance of the Internet Trivia Bingo game; 
*   consulting services related to the development of the TV Trivia Bingo game show concept; 
*   consulting services related to the production of the TV Trivia Bingo game show pilot; 
*   design and invention of TV Trivia Bingo; marketing and advertising support; and 
*   investor relations and related services.

On January 2, 2002, Ampang Investments Ltd. converted its debenture to 2,876,376 restricted shares of our common stock.

On July 15, 2003 we purchased all intellectual property and trademarks from Ampang Investment Ltd. for 24,000,000 shares of our common stock.

The foregoing number of shares reflects the issuance of three additional shares of common stock for each one share outstanding as a stock dividend payable to shareholders of record on November 14, 2003.

PART IV

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

On November 4, 2003, a Form 8-K was filed with an attached press release.

Exhibits

The following Exhibits are incorporated herein by reference from the Registrant's Form 10SB Registration Statement filed with the Securities and Exchange Commission, SEC file #000-31289 on August 8, 2000. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description                                  
|----------- | ------------------------------------------------------
|3.1         | Articles of Incorporation.                            
|3.2         | Bylaws.                                               
|3.3         | Amended Articles of Incorporation - May 26, 1999      
|3.4         | Amended Articles of Incorporation - March 26, 1999    
|3.5         | Amended Articles of Incorporation - October 28, 1996  
|3.6         | Amended Articles of Incorporation - September 14, 1990
|4.1         | Specimen Stock Certificate                            





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The following Exhibits are incorporated herein by reference from the Registrant's Form 10-KSB Annual Report filed with the Securities and Exchange Commission, SEC file #000-31289 on April 12, 2001.  Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description    
|----------- | ------------------------
|10.1        | Debenture               
|10.2        | Stock Purchase Agreement

The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-86466 on April 18, 2002.  Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description     
|----------- | -------------------------
|10.3        | Release and Reconveyance.
|10.4        | Demand Debenture.        
|10.5        | License with Tesauro S.A.
|99.1        | Subscription Agreement.  

The following exhibits are filed with this report:



|14.1 | Code of Ethics                                                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-15 and Rule 15d-15(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-15 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 Executive Officer).              
|32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              
|99.1 | Audit Committee Charter                                                                                                                                        
|99.2 | Disclosure Committee Charter                                                                                                                                   

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

Williams and Webster, P.S., Certified Public Accountants, are the Company's independent auditors to examine the financial statements of the Company for the fiscal year ending December 31, 2003.  Williams & Webster, P.S. has performed the following services and has been paid the following fees for these fiscal years.

Audit Fees

Williams & Webster, P.S. was paid aggregate fees of approximately $25,370 for the fiscal year ended December 31, 2002 and approximately $26,611 for the fiscal year ended December 31, 2003 for professional services rendered for the audit of the Company's annual financial statements and for the reviews of the financial statements included in the Company's quarterly reports on Form 10-QSB during these fiscal years.





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Audit-Related Fees

Williams & Webster P.S. was not paid additional fees for the fiscal year ended December 31, 2002 and December 31, 2003 for assurance and related services reasonably related to the performance of the audit or review of the Company's financial statements.

Tax Fees

Williams & Webster, P.S. was not paid any aggregate fees for the fiscal year ended December 31, 2002 and for the fiscal year ended December 31, 2003 for professional services rendered for tax compliance, tax advice and tax planning.  This service was not provided.

All Other Fees

Williams & Webster, P.S. was paid no other fees for professional services during the fiscal years ended December 31, 2002 and December 31, 2003.





















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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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 7th day of April, 2004.



| | FIRSTBINGO.COM 
(Registrant)                                                                                                  
| | ------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                               
| | BY:   /s/ Richard L. Wachter
Richard L. Wachter, President, Principal Financial Officer and a member of the Board of Directors
| |                                                                                                                               
| | BY:   /s/ Thomas M. Sheppard
Thomas M. Sheppard, Secretary, Principal Executive Officer and a member of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signatures                                | Title                                                                          | Date         
|----------------------------------------- | ------------------------------------------------------------------------------ | -------------
|                                          |                                                                                |              
|/s/ Richard L. Wachter
Richard L. Wachter | President, Principal Financial Officer, and a member of the Board of Directors | April 7, 2004
|                                          |                                                                                |              
|/s/ Thomas M. Sheppard
Thomas M. Sheppard | Secretary, Principal Executive Officer and a member of the Board of Directors  | April 7, 2004

















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